United States District Court, D. Idaho
YELLOWSTONE POKY, LLC, an Idaho Limited Liability Company, Plaintiff,
FIRST POCATELLO ASSOCIATES, L.P., Defendant. FIRST POCATELLO ASSOCIATES, L.P., Counterclaimant,
YELLOWSTONE POKY, LLC, an Idaho Limited Liability Company, and FEATHERSTON HOLDINGS, INC. Counterdefendant.
MEMORANDUM DECISION AND ORDER
Lynn Winmill Chief Judge United States District Court
before the Court is a series of motions, including: (1)
Defendant's Partial Motion to Dismiss for Failure to
State a Claim (Dkt. 7); Defendant's Motion to Strike
Affidavit of Counsel (Dkt. 16); Plaintiff's Motion to
Amend the Complaint (Dkt. 24); Plaintiff's Motion for
Joinder (Dkt. 25); a Motion to Intervene filed by Roger
Featherston (Dkt. 26); Defendant's Motion to Dismiss for
Lack of Jurisdiction (Dkt. 30); Defendant's Motion for
Leave to Supplement (Dkt. 32). The Court heard oral argument
on the motions on March 2, 2017 and took the matters under
advisement. For the reasons explained below, the Court will
briefly reserve ruling on the pending motions and grant
Plaintiff leave to file an amended complaint to cure the
defective allegations of jurisdiction.
action arises out of an alleged real estate purchase and sale
agreement (the “Agreement”) between Defendant
First Pocatello Associates, L.P. (“First
Pocatello”) and Featherston Holdings, Inc.
(“FHI”), a California corporation. On July 16,
2016, Plaintiff Yellowstone Poky, LLC filed a Complaint
against First Pocatello in Idaho District Court, alleging
that “Yellowstone Poky is the successor-in-interest to
Featherston's interest and rights arising out of the
Agreement” and asserting claims for breach of contract,
unjust enrichment, and promissory estoppel. Compl.
¶¶ 28, 41-64, Dkt. 1-2.
13, 2016, First Pocatello removed the case to federal court
on the basis of diversity jurisdiction, under 28 U.S.C.
§ 1332. Notice of Removal at 1, Dkt. 1. In its
Answer to Plaintiff's Complaint, First Pocatello asserted
that Yellowstone Poky lacks standing to assert its claims and
subsequently moved to dismiss Plaintiff 's complaint for
lack of subject matter jurisdiction, reiterating three
distinct standing arguments. Def. Mot. to Dismiss,
Dkt. 30. First, Defendant argues that Yellowstone Poky can
show no “injury in fact” because its predecessor
in interest, FHI, executed the alleged Agreement while its
corporate status was suspended by the California Franchise
Tax Board and it lacked the “capacity to
contract”, rendering the underlying Agreement
unenforceable. Second, Defendant argues that as a suspended
corporation, FHI lacks “capacity to sue” on the
alleged Agreement and that its assignee, Yellowstone Poky, is
subject to the same defense. Third, Defendant argues that
Yellowstone Poky has failed to demonstrate an “injury
in fact” because there is no allegation of an
assignment conveying FHI's interest in the underlying
Agreement to Yellowstone Poky.
response brief, Plaintiff informed the court that proceedings
were pending to revive FHI's corporate status.
Accordingly, on November 7, 2016, the Court sua
sponte ordered a brief stay to allow FHI to complete
this process. On November 9, 2016, Plaintiff filed a copy of
FHI's Certificate of Revivor and Certificate of Relief
from Contract Voidability, demonstrating that the corporation
is now in good standing with the California Franchise Tax
Board. Featherston Decl. at 4-6, Dkt. 40.
Thereafter, the stay was lifted and proceedings commenced.
Motion to Dismiss for Lack of Jurisdiction goes to the power
of this Court to proceed at all. Steel Co. v. Citizens
for a Better Environment, 523 U.S. 83, 84 (1998)
(“[W]ithout proper jurisdiction, a court cannot proceed
at all, but can only note the jurisdictional defect and
dismiss the suit.”). Accordingly, we consider it first,
before ruling on the remainder of the pending motions.
Rule 12(b)(1) Motion to Dismiss
12(b)(1) challenge to subject matter jurisdiction may be
either facial or a factual. Safe Air for Everyone v.
Meyer, 373 F.3d 1035, 1039 (9th Cir. 2004)). “In a
facial attack, the challenger asserts that the allegations
contained in a complaint are insufficient on their face to
invoke federal jurisdiction.” Id. A court
reviewing such a challenge must presume the truthfulness of
plaintiff's allegations and may not look beyond the
pleadings. Id. “By contrast, in a factual
attack, the challenger disputes the truth of the allegations
that, by themselves, would otherwise invoke federal
jurisdiction. . . . In resolving a factual attack on
jurisdiction, the district court may review evidence beyond
the complaint . . . [and] need not presume the truthfulness
of the plaintiff's allegations.” Id.
(internal citations omitted).
the Court construes the Defendant's jurisdictional attack
as both facial and factual. The argument regarding contract
assignment is directed at the facial sufficiency of the
Complaint's jurisdictional allegations. However, the
arguments regarding FHI's corporate status are factual in
nature. Both parties have submitted evidence as to FHI's
corporate status, and the Court will therefore weigh the
evidence submitted as to those claims.
is a jurisdictional matter, and thus a motion to dismiss for
lack of standing is properly raised in a Rule 12(b)(1) motion
to dismiss. See Chandler v. StateFarm Mut.
Auto. Ins. Co., 598 F.3d 1115, 1121 (9th Cir. 2010). To
establish standing under Article III, a plaintiff has the
burden of establishing three elements: (1) it has
“suffered an injury in fact-an invasion of a legally
protected interest which is (a) concrete and particularized,
and (b) actual or imminent, not conjectural or
hypothetical”; (2) the injury is “fairly
traceable to the challenged action”; and (3) “it
[is] likely, as opposed to merely speculative, that the
injury will be redressed by a favorable decision.”
Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61
(1992) (internal citations and footnote omitted). ...