United States District Court, M.D. Alabama, Northern Division
MEMORANDUM OPINION AND ORDER
STEPHEN M. DOYLE UNITED STATES MAGISTRATE JUDGE
the Court is Plaintiff's Supplemental Memorandum of Law
on the Court's Jurisdiction to Hear Plaintiff's Title
VII Claims (Doc. 22) and Defendant's Response to
Plaintiff's Supplemental Memorandum of Law on the
Court's Jurisdiction to Hear Plaintiff's Title VII
Claims (Doc. 23). Previously, the Defendant moved for
dismissal. (Doc. 7). This Court converted the motion to one
for summary judgment and denied it, finding that the
pleadings did not clearly establish this Court's
subject-matter jurisdiction, and ordered the parties to
report back after conducting limited jurisdictional
discovery. (Doc. 21). After review, the undersigned construes
the Defendant's Response as a renewed motion for partial
summary judgment on Plaintiff's Title VII claims, and
finds that the motion is due to be 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
and its 15-employee threshold. See Lyes v. City of
Riviera Beach, Fla., 166 F.3d 1332, 1341 (11th Cir.
1999) (en banc) (adopting the NLRB's
“single-employer” factor test for purposes of
determining when to aggregate multiple entities for purposes
of counting employees, which includes analysis of (1) the
interrelation of operations, (2) centralized control of labor
relations, (3) common management, and (4) common ownership or
financial control). On December 6, 2018, Defendants filed a
Motion to Dismiss 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. (Doc. 7) at 5-11; see also Fed. R. Civ.
P. 12(b)(1); 42 U.S.C. § 2000e(b).
January 2, 2019, Plaintiff filed a Brief in Opposition (Doc.
16) to Defendants' Motion to Dismiss, arguing that
Defendants' Motion was 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).
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 asked the Court to deny
without prejudice Defendants' Motion and to allow
discovery to proceed. Id. at 5.
August 5, 2019, this Court issued an order finding that
Defendants were indeed making a factual challenge to this
Court's jurisdiction that required further development.
However, the undersigned found that determination of this
Court's subject-matter jurisdiction “will, at the
same time, effectively decide the merits of Plaintiff's
claims.” (Doc. 21) at 5. Additionally, the undersigned
found: “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.'” Id.
Accordingly, this Court denied Defendants' Motion for
Summary Judgment without prejudice and ordered the parties to
conduct limited discovery. Id.
undersigned directed the parties to conduct limited discovery
to enable analysis of the four criteria that dictate whether
the business should be viewed as an integrated enterprise
under the Lyes analysis. The parties have done so
and have included relevant findings in their memoranda. The
undersigned will construe the Defendants' filing (Doc.
23) as a renewed motion for summary judgment and the
Plaintiff's filing as the opposition thereto (Doc. 22).
After review, and with the benefit of discovery, the
Defendant's summary judgment motion is due to be granted
with respect to Plaintiff's Title VII claims.
MOTION FOR SUMMARY JUDGMENT
Standard of Review
requires that summary judgment be granted “if the
movant shows that there is no genuine dispute as to any
material fact and the movant is entitled to judgment as a
matter of law.” Fed.R.Civ.P. 56(a). “The moving
party bears ‘the initial responsibility of informing
the . . . court of the basis for its motion, and identifying
those portions of the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the
affidavits, if any, which it believes demonstrate the absence
of a genuine issue of material fact.'” Hickson
Corp. v. N. Crossarm Co., 357 F.3d 1256, 1259 (11th Cir.
2004) (quoting Celotex Corp. v. Catrett, 477 U.S.
317, 323 (1986) (internal quotations omitted)). Where the
moving party makes such a showing, the burden shifts to the
non-movant, who must go beyond the pleadings and present
affirmative evidence to show that a genuine issue of material
fact does exist. Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 257 (1986). The applicable substantive law
identifies which facts are material. Id. at 248. A
fact is not material if a dispute over that fact will not
affect the outcome of the suit under the governing law.
Id. An issue is genuine when the evidence is such
that a reasonable jury could return a verdict for the
non-moving party. Id. at 249-50.
resolving a motion for summary judgment, the Court must view
all evidence and draw all reasonable inferences in the light
most favorable to the non-moving party. Patton v. Triad
Guar. Ins. Corp., 277 F.3d 1294, 1296 (11th Cir. 2002).
But, the Court is bound only to draw those inferences that
are reasonable. “Where the record taken as a whole
could not lead a rational trier of fact to find for the
non-moving party, there is no genuine issue for trial.”
Allen v. Tyson Foods, Inc., 121 F.3d 642, 646 (11th
Cir. 1997) (quoting Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986)). The nonmovant
must establish, with appropriate evidence beyond the
pleadings, that a genuine dispute material to his case
exists. Clark v. Coats & Clark, Inc., 929 F.2d
604, 608 (11th Cir.1991); Celotex, 477 U.S. at 324
(holding that the nonmoving party is required to go beyond
the pleadings and, by her own affidavits or by the record on
file, designate specific facts showing there is a genuine
conducting their limited discovery, the parties seem to have
little dispute over the facts governing this dispute. From
both memoranda and respective exhibits, the undersigned can
deduce the following about Sancio's business structure:
Sanico is a small chain of businesses that rents various
types of industrial cleaning supplies. (Doc. 23-1) at 3.
Sanico has three locations in Gulfport, Mississippi; Lake,
Mississippi; and Clanton, Alabama. Id. The three
entities are incorporated separately, but are owned by the
same individual, John Sandras. Id. at 2-4. The
locations are managed separately and maintain separate bank
accounts, employees, customers, managers, and insurance
carriers. Id. The managers at each branch make the
bulk of the business decisions, such as hiring/firing, hours,
and compensation (although Sandras retains ultimate firing
authority by virtue of ownership). Id. The branches
do not share inventory or ...