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Gilliland v. Sanico Clanton, LLC

United States District Court, M.D. Alabama, Northern Division

August 5, 2019

HEATHER GILLILAND, Plaintiff,
v.
SANICO CLANTON, LLC, et al., Defendants.

          MEMORANDUM OPINION AND ORDER

          STEPHEN M. DOYLE UNITED STATES MAGISTRATE JUDGE

         I. INTRODUCTION

         Before 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.

         II. BACKGROUND

         On 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. § 2000e(b).

         On 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.

         On 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).

         III. MOTION TO DISMISS

         “Attacks 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)[1]). “‘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).

         “On 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.

         A court 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).

         Here, 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.”).

         Because 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.

         IV. MOTION FOR ...


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