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Spencer v. Benison

United States District Court, N.D. Alabama, Western Division

July 7, 2017

JONATHAN BENISON, et al., Defendants.


          L. Scott Coogler United States District Judge.

         Plaintiffs Beverly Spencer (“Spencer”), C.B.S. Properties, LLC (“CBS”), and B&V Wrecker Service, Inc. (“B&V”) (collectively, “Plaintiffs”) bring this action against Defendants Jonathan Benison (“Benison”), in his individual capacity and in his official capacity as Sheriff of Greene County; D.R.E.A.M., Inc. (“DREAM”); Belle Mere Properties, LLC (“Belle Mere”); Accuity Capital Group, LLC (“Accuity”); Bernard Gomez (“Gomez”); and Che' D. Williamson (“Williamson”) (collectively, “Defendants”), alleging claims under 42 U.S.C. § 1983 and state law. All claims relate to a property dispute between Plaintiffs and the non-governmental Defendants. Before this Court is Williamson's motion to dismiss.[1] (Doc. 29.) For the reasons explained more fully herein, the motion is due to be denied.

         I. Background[2]

         The factual circumstances of this case, as alleged in the complaint, are described in detail in this Court's previous Memorandum of Opinion and Order. (Doc. 33.) Only the allegations specifically relating to Williamson are repeated here.

         Williamson, Belle Mere's manager, negotiated on behalf of Belle Mere to purchase Plaintiffs' land in Greene County, Alabama, on April 1, 2011. Belle Mere then leased this property to Accuity, another entity managed by Williamson, and Accuity permitted DREAM to operate a bingo gambling facility on the property. Over the next several years, Plaintiffs were involved in a series of disputes with Belle Mere, Accuity, and DREAM related to the property line between the land Plaintiffs continued to own and the land sold to Belle Mere in April 2011. The boundary disputes were the subject of several lawsuits filed by both Plaintiffs and Defendants. The bankruptcy court adjudicating Belle Mere's Chapter 11 bankruptcy petition made a final determination of the property line in an order dated May 20, 2014. Plaintiffs allege that despite this, Williamson, Gomez, Belle Mere, Accuity, and DREAM crossed the boundary line to construct a road and trespassed on Plaintiffs' land.

         II. Standard of Review

         A motion for judgment on the pleadings under Fed.R.Civ.P. 12(c) is due to be granted if “there are no material facts in dispute and the moving party is entitled to judgment as a matter of law.” Perez, 774 F.3d at 1335. If a material dispute of fact is found to exist, “judgment on the pleadings must be denied.” Id.

         Where, as here, the defendant argues that the plaintiff's complaint fails to state a claim for relief on its face, review of the complaint is guided by the standard applicable to motions to dismiss under Fed.R.Civ.P. 12(b)(6). See Strategic Income Fund, L.L.C. v. Spear, Leeds & Kellogg Corp., 305 F.3d 1293, 1295 n.8 (11th Cir. 2002). Thus, the complaint “must plead enough facts to state a claim to relief that is plausible on its face.” Ray v. Spirit Airlines, Inc., 836 F.3d 1340, 1347-48 (11th Cir. 2016) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)) (internal quotation marks omitted). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

         III. Discussion

         A. Personal Liability for Acts of Belle Mere

         Williamson argues that Plaintiffs' claims against her are due to be dismissed because Texas[3] law shields her from personal liability for torts committed by Belle Mere. Under Texas law, a member or manager of a limited liability company (“LLC”) “is not liable for a debt, obligation, or liability” of that company “[e]xcept as and to the extent the company agreement specifically provides otherwise.” Tex. Bus. Orgs. Code Ann. § 101.114. This statutory protection is not absolute, however. See Chico Auto Parts & Serv., Inc. v. Crockett, 512 S.W.3d 560, 571 (Tex. App. 2017). The plaintiff may “pierce the corporate veil” of an LLC to hold a member or manager personally liable by showing that the LLC “was used for the purpose of perpetrating, and did perpetrate, an actual fraud for the member or manager's direct personal benefit.” Metroplex Mailing Servs., LLC v. RR Donnelley & Sons Co., 410 S.W.3d 889, 896 (Tex. App. 2013). To the extent that Plaintiffs seek to hold Williamson personally liable for Belle Mere's actions solely because she is a member or manager of Belle Mere, Texas law does not provide for such liability. See Tex. Bus. Orgs. Code Ann. § 101.114. Further, Plaintiffs do not allege that Belle Mere was Williamson's alter ego or that Belle Mere was used to perpetrate a fraud on Plaintiffs for Williamson's benefit and thus do not proceed on a “piercing the corporate veil” theory of liability.

         Plaintiffs alternatively contend that because Belle Mere's status as a business entity was “forfeited” prior to the events alleged in the complaint, Williamson is personally liable for any debts incurred by Belle Mere after the forfeiture. Texas law provides that an LLC's corporate privileges may be forfeited if the LLC does not pay the state's franchise tax. Tex. Tax Code Ann. § 171.251(2). In the event that such privileges are forfeited, “each director or officer of the corporation is liable for each debt of the corporation that is created or incurred in this state after the date on which the [franchise tax] is due and before the corporate privileges are revived.” Tex. Tax Code Ann. § 171.255; see Hovel v. Batzri, 490 S.W.3d 132, 136 (Tex. App. 2016) (stating that § 171.255 applies to LLCs). However, this statute applies only to acts undertaken within the state of Texas because the debt must be “created or incurred in this state” after forfeiture. Tex. Tax Code Ann. § 171.255 (emphasis added); see also Tri-State Bldg. Specialties, Inc. v. NCI Bldg. Sys., L.P., 184 S.W.3d 242, 251 (Tex. App. 2005) (stating that § 171.255 “is a revenue measure, the purpose of which is to enforce collection of Texas franchise taxes, ” which “are taxes on the privilege of transacting business within Texas” (emphasis in original)). The events giving rise to Plaintiffs' causes of action are all alleged to have occurred in Greene County, Alabama; therefore, § 171.255 does not provide a basis for Williamson's personal liability to Plaintiffs. See Ala. Code § 10A-1-7.21(d) (“The liability of an owner or owners of a foreign entity is governed by the laws of the state or other jurisdictions where it is organized, and any limitations on that liability are not waived solely by reason of having transacted business in Alabama without registration.”). Thus, to the extent that Plaintiffs seek to impute Belle Mere's potential liability to Williamson solely because Williamson is a current or former member or manager of Belle Mere, Williamson has no such liability.

         However, Williamson may be individually liable to Plaintiffs for her own tortious conduct, even if she purported to act on Belle Mere's behalf at the time of such conduct. An individual's status as a business entity's agent does not shield him from personal liability for torts that he personally commits, “regardless of the capacity in which that person acts.” Inter-Connect, Inc. v. Gross, 644 So.2d 867, 869 (Ala. 1994).[4] Plaintiffs allege that Williamson was personally involved in the trespass on their property and the conspiracy with Benison. While many, if not all, of the allegations in the complaint are generally applicable to all Defendants, Plaintiffs list Williamson by name and allege, among other facts, that she “trespassed on to Plaintiffs' land with bulldozers” and “started building [a] road” on Plaintiffs' property. Although the evidence may reveal that Williamson did not personally engage in these acts, this Court is required to accept the complaint's allegations as true in ruling on the present motion, and any dispute of material fact is grounds for denying judgment on the pleadings. Perez, 774 ...

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