United States District Court, E.D. Texas, Sherman Division
EARLINE LAHMAN, ET AL.
CAPE FOX CORPORATION, ET AL.
MEMORANDUM OPINION AND ORDER
L. MAZZANT UNITED STATES DISTRICT JUDGE
before the Court is Defendant William Walker's
(“Walker”) Rule 12(c) Motion for Judgment on the
Pleadings (Dkt. #115). After reviewing the relevant
pleadings, the Court finds that Walker's motion should be
Small Business Association (“SBA”) provides a
mentorship service that connects small businesses to larger
ones (Dkt. #95 at p. 10). The SBA connected Michael Brown
(“Brown”), Cape Fox Corporation's
(“Cape Fox”) CEO, to Earline Lahman
(“Lahman”), who owns National Provider Solutions
(“NPS”) with her husband. In late 2012, Brown
proposed purchasing NPS and immediately asked Walker, as Cape
Fox's outside counsel, to draft a letter to Lahman
outlining the initial terms of the offer (Dkt. #95 at p. 11).
Lahman then met with Brown and Walker for several days of
in-person meetings at Cape Fox's headquarters in Virginia
(Dkt. #95 at pp. 11-12).
the sale would go into effect, the SBA would need to approve
the transaction. The SBA asked Lahman to write a letter that
explained why she wanted the sale to go forward. (Dkt. #95 at
pp. 16-17). But when she did so, Walker revised the letter,
without explaining his edits, before it was sent to the SBA.
(Dkt. #95 at pp. 16-17). The SBA then initiated a conference
call with Lahman, Brown, and Walker because Cape Fox had
failed to submit certain documents (Dkt. #95 at pp. 18-19).
Walker drafted one of these documents for Lahman, but the SBA
informed her that its form was unacceptable (Dkt. #95 at p.
19). Lahman then drafted it herself, and it was accepted
(Dkt. #95 at p. 19).
having not acquired NPS, in July 2013, Walker and a lobbyist,
C.J. Zane, discussed ways to expedite the transaction (Dkt.
#95 at p. 21). Cape Fox, through Walker and Brown, then
changed the terms of their agreement to limit the maximum
amount of payment that the Lahmans could receive through
NPS' profits (Dkt. #95 at p. 23). Lahman initially
refused to sign the change of terms, but Brown and Walker
threatened to sue (Dkt. #95 at p. 23).
would ultimately approve the transaction-though only based on
allegedly false information Defendants provided them-such as
a promise that NPS would remain in Texas. At this point,
Walker asked Cape Fox's CEO when he would prefer the
transfer of NPS to occur (Dkt. #95 at p. 25). Walker then
sent an email that outlined specific actions that Cape Fox
should take to change NPS' ownership documents to reflect
Cape Fox ownership, to set up an NPS ethics compliance
program, and to draft minutes “to close out the paper
trail” (Dkt. #95 at p. 25). Defendants subsequently
announced their plans to move NPS from Texas to Virginia.
short, Plaintiffs allege that Defendants did not or should
not have acquired NPS but attempted to take control over some
or all of the company's operations anyway.
sued Cape Fox, Walker, and others on this basis. Walker now
moves for judgment on the pleadings. He notes that
Plaintiffs' allegations against him are based on conduct
he took as Cape Fox's outside counsel-such as drafting
contracts, revising letters, and arranging meetings- and that
he is protected under attorney immunity as a result (Dkt.
#115). Plaintiffs have not disputed these assertions, and the
deadline to do so has long passed.
Rule of Civil Procedure 12(c) provides that “[a]fter
the pleadings are closed-but early enough not the delay
trial-a party may move for judgment on the pleadings.”
Fed.R.Civ.P. 12(c). “A motion brought pursuant to Fed.
R. Civ. P 12(c) is designed to dispose of cases where the
material facts are not in dispute and a judgment on the
merits can be rendered by looking to the substance of the
pleadings and any judicially noticed facts.” Hebert
Abstract Co. v. Touchstone Props., Ltd., 914 F.2d 74, 76
(5th Cir. 1990) (citation omitted); Great Plains Tr. Co.
v. Morgan Stanley Dean Witter & Co., 313 F.3d 305,
312-13 (5th Cir. 2002). “The central issue is whether,
in the light most favorable to the plaintiff, the complaint
states a valid claim for relief.” Hughes v. Tobacco
Inst., Inc., 278 F.3d 417, 420 (5th Cir. 2001)
(citing St. Paul Mercury Ins. Co. v. Williamson, 224
F.3d 425, 440 n.8 (5th Cir. 2000)).
should be construed liberally, and judgment on the pleadings
is appropriate only if there are no disputed issues of fact
and only questions of law remain.” Great Plains
Tr., 313 F.3d at 312 (quoting Hughes, 278 F.3d
at 420). The standard applied under Rule 12(c) is the same as
that applied under Rule 12(b)(6). Ackerson v. Bean
Dredging, LLC, 589 F.3d 196, 209 (5th Cir. 2009);
Guidry v. Am. Pub. Life Ins. Co., 512 F.3d 177, 180
(5th Cir. 2007).
12(b)(6) motion allows a party to move for dismissal of an
action when the complaint fails to state a claim upon which
relief can be granted. Fed.R.Civ.P. 12(b)(6). When
considering a motion to dismiss under Rule 12(b)(6), the
Court must accept as true all well-pleaded facts in the
plaintiff's complaint and view those facts in the light
most favorable to the plaintiff. Bowlby v. City of
Aberdeen, 681 F.3d 215, 219 (5th Cir. 2012). The Court
may consider “the complaint, any documents attached to
the complaint, and any documents attached to the motion to
dismiss that are central to the claim and referenced by the
complaint.” Lone Star Fund V (U.S.), L.P.
v. Barclays Bank PLC, 594 F.3d 383, 387 (5th Cir. 2010).
The Court must then determine whether the complaint states a
claim for relief that is plausible on its face.
“‘A claim has facial plausibility when the
plaintiff pleads factual content that allows the [C]ourt to
draw the reasonable inference that the defendant is liable
for the misconduct alleged.'” Gonzalez v.
Kay, 577 F.3d 600, 603 (5th Cir. 2009) (quoting
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)).
“But where the well-pleaded facts do not permit the
[C]ourt to infer more than the mere possibility of
misconduct, the complaint has alleged-but it has not
‘show[n]'-‘that the pleader is entitled to
relief.'” Iqbal, 556 U.S. at 679 (quoting
Iqbal, the Supreme Court established a two-step
approach for assessing the sufficiency of a complaint in the
context of a Rule 12(b)(6) motion. First, the Court should
identify and disregard conclusory allegations, for they are
“not entitled to the assumption of truth.”
Iqbal, 556 U.S. at 664. Second, the Court
“consider[s] the factual allegations in [the complaint]
to determine if they plausibly suggest an entitlement to
relief.” Id. “This standard
‘simply calls for enough facts to raise a reasonable
expectation that discovery will reveal evidence of the
necessary claims or elements.'” Morgan v.
Hubert, 335 Fed.Appx. 466, 470 (5th Cir. 2009) ...