United States District Court, W.D. Texas, Austin Division
PITMAN UNITED STATES DISTRICT JUDGE
the Court is Plaintiff Gloria Salas's
(“Salas”) Motion to Dismiss Defendant Ford Motor
Credit Company, LLC's Counterclaim. (Dkt. 8). Defendant
Ford Motor Credit Company, LLC (“Ford”) filed a
response, and Salas replied. (Dkts. 9, 10). Having considered
the parties' briefs, the record, and the relevant law,
the Court finds that the motion should be granted.
took out an auto loan in 2016 to buy a Ford Focus. (Answer,
Dkt. 6, at 10). She eventually fell behind on her payments
and began receiving regular phone calls from Ford- allegedly,
at least 125 calls in less than two years. (Compl., Dkt. 1,
at 3). According to Salas, the calls consisted of a recorded
message followed by a pause before a Ford agent began
speaking. (Id.). In its answer, Ford responds that
Salas consented in her auto loan contract to receive phone
calls from Ford, including calls containing
“prerecorded or artificial voice messages” and
“automatic telephone dialing systems.” (Answer,
Dkt. 6, at 5-6). Ford's answer also includes a sole
counterclaim for breach of contract, in which it seeks to
recover the $16, 039 that Salas has not yet paid for the car.
(Id. at 12). Salas now seeks to dismiss Ford's
counterclaim for want of subject-matter jurisdiction because
the counterclaim is not sufficiently related to her claims
against Ford. (Mot. Dismiss, Dkt. 8, at 3).
Rule of Civil Procedure 12(b)(1) allows a party to assert
lack of subject-matter jurisdiction as a defense to suit.
Fed.R.Civ.P. 12(b)(1). Federal district courts are courts of
limited jurisdiction and may only exercise such jurisdiction
as is expressly conferred by the Constitution and federal
statutes. Kokkonen v. Guardian Life Ins. Co. of Am.,
511 U.S. 375, 377 (1994). A federal court properly dismisses
a case for lack of subject matter jurisdiction when it lacks
the statutory or constitutional power to adjudicate the case.
Home Builders Ass'n of Miss., Inc. v. City of
Madison, 143 F.3d 1006, 1010 (5th Cir. 1998). “The
burden of proof for a Rule 12(b)(1) motion to dismiss is on
the party asserting jurisdiction.” Ramming v.
United States, 281 F.3d 158, 161 (5th Cir. 2001),
cert. denied, 536 U.S. 960 (2002).
“Accordingly, the plaintiff constantly bears the burden
of proof that jurisdiction does in fact exist.”
Id. In ruling on a Rule 12(b)(1) motion, the court
may consider any one of the following: (1) the complaint
alone; (2) the complaint plus undisputed facts evidenced in
the record; or (3) the complaint, undisputed facts, and the
court's resolution of disputed facts. Lane v.
Halliburton, 529 F.3d 548, 557 (5th Cir. 2008).
parties do not dispute that the Court would not have
jurisdiction over Ford's counterclaim if stood alone: it
is a state-law claim and although the parties are diverse,
the amount in controversy falls below the jurisdictional
threshold. (See Mot. Dismiss, Dkt. 8, at 4 (offering
this argument without rebuttal)). The question is whether the
Court may exercise supplemental jurisdiction over the
counterclaim under 28 U.S.C. § 1367 because either (a)
the counterclaim is compulsory or (b) supplemental
jurisdiction is otherwise proper under that statute. (Resp.
Mot. Dismiss, Dkt. 9, at 1-2).
answer to the first part of that question is no: the
counterclaim is not compulsory. Under Federal Rule of Civil
Procedure 13(a), a party must assert as a counterclaim any
claim that “arises out of the transaction or occurrence
that is the subject matter of the opposing party's
claim” and does not require adding a party over whom
jurisdiction cannot be asserted. Fed.R.Civ.P. 13(a)(1). A
counterclaim is compulsory when “(1) the issues of fact
and law raised by the claim and counterclaim largely are the
same; (2) res judicata would bar a subsequent suit
on defendant's claim absent the compulsory counterclaim
rule; (3) substantially the same evidence will support or
refute plaintiff's claim as well as defendant's
counterclaim; or (4) there is a logical relationship between
the claim and the counterclaim.” N. Cypress Med.
Ctr. Operating Co., Ltd. v. Cigna Healthcare, 781 F.3d
182, 205 n.146 (5th Cir. 2015) (cleaned up). If any of these
conditions are met, the counterclaim is compulsory. Tank
Insulation Int'l, Inc. v. Insultherm, Inc., 104 F.3d
83, 85-86 (5th Cir. 1997).
argues that the counterclaim is compulsory on all four
grounds. First, Ford says that the issues of fact and law
raised by the claim and counterclaim are “largely the
same” because both are “related to the
‘subject debt.'” (Resp. Mot. Dismiss, Dkt. 9,
at 3). But Ford's argument on this point-that she
consented to be autodialed-is based entirely on its defense
to Salas's claim, rather than on its counterclaim.
(See id. at 3-4). The only factual and legal issue
common to the claim and counterclaim is whether Salas and
Ford entered into a valid contract. That single issue is
outnumbered by the legal and factual issues that are not
common: whether Ford used an automatic dialing system to call
Salas, whether Ford's calls included a recorded message,
whether Salas consented to be autodialed by Ford, whether she
may unilaterally and orally revoke that consent if given,
whether Salas stopped making payments, the sum of Ford's
contract damages, and so on. The Court therefore cannot agree
that the factual and legal issues are “largely the
Ford argues that res judicata would bar a subsequent
suit for breach of contract against Salas. (Resp. Mot.
Dismiss, Dkt. 9, at 4). Among other things, res
judicata requires that “the same claim or cause of
action was involved in both actions.” Test Masters
Educ. Servs, Inc. v. Singh, 428 F.3d 559, 571 (5th Cir.
2005). Courts make that determination according to the
“transactional test, ” under which the critical
issue is “whether the two actions are based on the same
nucleus of operative facts.” Id. (citation and
internal quotation marks omitted). An operative fact is a
material one. See Black's Law Dictionary (10th
ed. 2014) (defining “operative fact” as
“[a] fact that affects an existing legal relation, esp.
a legal claim”). As just discussed, Salas's claim
and Ford's counterclaim share only a single operative
fact-whether she executed a valid contract with Ford. Every
other operative fact differs. Salas's claim turns whether
Ford called her, what those calls were like, and whether she
consented to receiving those calls (under a provision of her
contract). Ford's counterclaim, by contrast, turns on
whether she failed to make payments that were due under her
contract (under a separate and distinct provision). One fact
is not a nucleus of facts. A judgment in this action on
Salas's claim would not preclude Ford from asserting its
counterclaim in a separate action.
Ford argues that the same evidence that supports Ford's
counterclaim will refute Salas's claim because the Court
will need to “reference” the auto loan contract
to determine whether she consented to be autodialed and
whether she breached her obligation to make payments. (Resp.
Mot. Dismiss, Dkt. 9, at 4). But the only evidence in common
is the existence of the contract; every other component of
the claim and counterclaim will be proven by evidence that is
not common. Salas's claim can be tried according to
evidence that will, but for a single exception, not appear in
a trial of Ford's counterclaim. The counterclaim is not
compulsory on this basis.
Ford argues that there is a logical relationship between the
claim and the counterclaim because both are “based on
the subject debt.'” (Resp. Mot. Dismiss, Dkt. 9, at
4). The Court disagrees that so slim a reed creates a logical
relationship, which exists “when the claim and the
counterclaim arise from the same aggregate of operative
facts.” Nat'l Liab. & Fire Ins. Co. v. R
& R Marine, Inc., 756 F.3d 825, 835 (5th Cir. 2014)
(cleaned up). As discussed above, the claim and counterclaim
turn on distinct sets of facts that relate to separate
provisions in the auto loan contract. The Court finds that
there is not a logical relationship between whether Salas
consented to be autodialed (or was in fact autodialed) and
whether she made the contractually required payments for her
concluded that Ford's counterclaim is not compulsory, the
Court must decide whether supplemental jurisdiction otherwise
exists under Section 1367. Under that statute, a district
court may exercise supplemental jurisdiction over state
claims that do not independently come within the court's
jurisdiction so long as they “form part of the same
case or controversy” as the claims which do fall within
the court's original jurisdiction. Halmekangas v.
State Farm Fire & Cas. Co., 603 F.3d 290, 293 (5th
Cir. 2010); 28 U.S.C. § 1367(a). Under § 1367(a),
the question is whether the supplemental claims are so
related to the original claims that they derive from a
“common nucleus of operative fact.” Energy
Mgmt. Servs, LLC v. City of Alexandria, 739 F.3d 255,
259 (5th Cir. 2014) (quoting DaimlerChrysler Corp. v.
Cuno, 547 U.S. 332, 351 (2006)). The Court described
above why it concludes that Salas's claim and Ford's
counterclaim do ...