United States District Court, M.D. Alabama, Northern Division
MEMORANDUM OPINION AND ORDER
STEPHEN M. DOYLE UNITED STATES MAGISTRATE JUDGE
the Court is Defendants' Motion to Dismiss (Doc. 7),
Defendants' Motion to Convert Defendants' Motion to
Dismiss into Motion for Summary Judgment (Doc. 17), and
Plaintiff's Motion to Deny Defendants' Motion for
Summary Judgment (Doc. 20). For the reasons below,
Defendants' Motion to Convert (Doc.17) is granted and
Plaintiff's Motion to Deny (Doc. 20) is granted.
November 8, 2018, Plaintiff filed a Complaint (Doc. 1)
against Defendants alleging three counts of retaliation and
discrimination under Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. § 2000e et seq.,
and two counts of retaliation and discrimination under 42
U.S.C. § 1981. Id. at 1. Plaintiff's claims
arise from events that occurred while Plaintiff was employed
as a garment folder at Defendant Sanico Clanton, LLC's
(“Sanico”) facility. Id. at 6. Plaintiff
alleges Defendants, in aggregate, constitute a single
“employer” under the “integrated
enterprise” test and, hence, are subject to Title VII.
See Lyes v. City of Riviera Beach, Fla., 166 F.3d
1332, 1341 (11th Cir. 1999). On December 6, 2018, Defendants
filed a Motion to Dismiss (Doc. 7) Plaintiff's Complaint
pursuant to Rule 12(b)(1), arguing that the Court lacks
subject matter jurisdiction over Plaintiff's claims
because Defendants are three separate entities-not an
integrated enterprise-and the one company Plaintiff worked
for, Sanico, does not meet the statutory definition of
“employer” under Title VII. Id. at 5-11;
see also Fed. R. Civ. P. 12(b)(1); 42 U.S.C. §
January 2, 2019, Plaintiff filed a Brief in Opposition (Doc.
16) to Defendants' Motion to Dismiss, arguing that
Defendants' Motion is improperly brought under Rule
12(b)(1) because “the threshold number of employees for
application of Title VII is an element of a plaintiff's
claim for relief, not a jurisdictional issue.” (Doc.
16) at 5 (quoting Arbaugh v. Y&H Corp., 456 U.S.
500, 516 (2006). On January 9, 2019, Defendants filed a
Motion to Convert (Doc. 17) their Motion to Dismiss into a
Motion for Summary Judgment, conceding that “the
question of whether [Sanico] is an ‘employer' for
purposes of Title VII is a question related to the merits of
Plaintiff's claims.” (Doc. 17) at 2. Defendants
reiterated their argument that the Defendant entities do not
meet the definition of a single “employer” under
the “integrated enterprise” test. Id. at
9-13 (citing Lyes, 166 F.3d at 1341). Defendants ask
the Court to convert its Rule 12(b)(1) motion to dismiss into
a Rule 56 motion for summary judgment. Id. at 3.
January 21, 2019, Plaintiff filed a Response (Doc. 20) to
Defendants' Motion to Convert (Doc. 17) arguing that,
because the evidentiary record is undeveloped, it
“cannot present facts essential to justify its
opposition” to Defendants' motion if converted to a
motion for summary judgment. (Doc. 20) at 4 (quoting
Fed.R.Civ.P. 56(d)). Plaintiff asks the Court to deny without
prejudice Defendants' Motion and to allow discovery to
proceed. Id. at 5. The undersigned turns first to
Defendants' Motion to Dismiss pursuant to Rule 12(b)(1).
MOTION TO DISMISS
on subject matter jurisdiction under Fed.R.Civ.P. 12(b)(1)
come in two forms.” Lawrence v. Dunbar, 919
F.2d 1525, 1528-29 (11th Cir. 1990). “‘Facial
attacks' on the complaint ‘require[ ] the court
merely to look and see if [the] plaintiff has sufficiently
alleged a basis of subject matter jurisdiction, and the
allegations in his complaint are taken as true for the
purposes of the motion.'” Id. at 1529
(quoting Menchaca v. Chrysler Credit Corp., 613 F.2d
507, 511 (5th Cir. 1980)). “‘Factual attacks,'
on the other hand, challenge ‘the existence of subject
matter jurisdiction in fact, irrespective of the pleadings,
and matters outside the pleadings, such as testimony and
affidavits, are considered.'” Id. (quoting
Menchaca, 613 F.2d at 511).
a facial attack, a plaintiff is afforded safeguards similar
to those provided in opposing a Rule 12(b)(6) motion-the
court must consider the allegations of the complaint to be
true.” Id. (citing Williamson v.
Tucker, 645 F.2d 404, 412 (5th Cir. 1981)). “But
when the attack is factual, ‘the trial court may
proceed as it never could under [Rule] 12(b)(6) or [Rule]
56.'” Id. (quoting Williamson,
645 F.2d at 412-13). On a factual attack, “the trial
court is free to weigh the evidence and satisfy itself as to
the existence of its power to hear the case.”
Williamson, 645 F.2d at 412-13.
should only rely on Rule 12(b)(1) “[i]f the facts
necessary to sustain jurisdiction do not implicate the merits
of plaintiff's cause of action.” Morrison v.
Amway Corp., 323 F.3d 920, 925 (11th Cir. 2003) (quoting
Garcia v. Copenhaver, Bell & Assocs., 104 F.3d
1256, 1261 (11th Cir. 1997)). If a jurisdictional challenge
implicates the merits of the underlying claim, “the
proper course of action for the district court . . . is to
find that jurisdiction exists and deal with the [motion] as a
direct attack on the merits of the plaintiff's case. . .
.” Id. (quoting Williamson, 645 F.2d
at 415-16). However, where a jurisdictional question is
“inextricably intertwined” with the merits of the
case, the issue should be resolved under Rule 56.
Morrison, 323 F.3d at 927 (citing Lawrence,
919 F.2d at 1529).
because Defendants do not challenge the sufficiency of
Plaintiff's Complaint but, rather, the existence of
subject matter jurisdiction in fact, Defendants' attack
in this case is factual. See Myrick v. Dep't of
Veterans Affairs, 2017 WL 1074362, at *5 (M.D. Ala. Mar.
1, 2017); see also Mack v. United States, 2009 WL
3757522, at *1 (M.D. Ala. Nov. 9, 2009). However, Plaintiff
argues-and Defendants concede-that “the question of
whether [Sanico] is an ‘employer' for purposes of
Title VII is a question related to the merits of
Plaintiff's claims.” (Doc. 17) at 2. Indeed,
Defendants' Motion to Dismiss challenges an essential
element of Plaintiff's underlying claim.
Arbaugh, 456 U.S. at 516; see also Faulkner v.
Woods Transp., Inc., 174 Fed.Appx. 525, 528 (11th Cir.
2006) (“Title VII's employee-numerosity requirement
is an element of the plaintiff's claim.”).
a determination of whether the Court has subject-matter
jurisdiction hinges on whether Sanico is an
“employer” under Title VII, that determination
will, at the same time, effectively decide the merits of
Plaintiff's claim. Where the jurisdictional issues are
intertwined with the substantive merits, “the
jurisdictional issues should be referred to the merits, for
it is impossible to decide one without the other.”
Eaton v. Dorchester Dev., Inc., 692 F.2d 727, 733
(11th Cir. 1982) (quoting Chatham Condominium Assocs. v.
Century Village, Inc., 597 F.2d 1002, 1011 (5th Cir.
1979)). Therefore, undersigned concludes that it is necessary
to convert Defendants' Motion to Dismiss (Doc. 7) to a
Motion for Summary Judgment and, accordingly, Defendants'
Motion to Convert Defendants' Motion to Dismiss into
Motion for Summary Judgment (Doc. 17) is granted.
MOTION FOR ...