William Noble Rare Jewels, LP v. Sky Global LLC

          MEMORANDUM OPINION AND ORDER

          David C. Godbey United States District Judge

          This order addresses Defendant's motion to dismiss for lack of standing, ripeness, and failure to state a claim. Because Plaintiff pled a cognizable injury ripe for adjudication and adequately pled its breach of contract claim, the Court denies the motion.

         I. Origins of the Dispute

          This case arises from a dispute between Plaintiff William Noble Rare Jewels (“Noble”) and Defendant Sky Global LLC (“Sky”) regarding the marketing of three gem stones: the Yellow Rose, the Blue, and the Pink.^[1] Noble owns one of the stones, the Pink, and has a contract with the owner of another, the Yellow Rose, to sell it in exchange for a commission.

         Noble and Sky entered an oral agreement that provided Sky would assist in locating a buyer with sufficiently deep pockets. In exchange, Noble agreed to evenly divide profits from any sale with Sky. Sky never found a buyer but did identify several prospects. Noble maintains Sky did so in bad faith, shopping the stones around excessively to illegitimate prospects in hopes of devaluing the stones so they would be easier to sell. Noble argues this constitutes a breach of contract under Texas law. Sky now moves to dismiss this claim.

         II. The Court has Jurisdiction over the Breach of Contract Claim

          Sky moves to dismiss under Rule 12, primarily arguing that Plaintiff Noble fails to state a claim. As mandated by Fifth Circuit caselaw, however, the Court first addresses Sky's contention that the Court lacks subject matter jurisdiction under Rule 12(b)(1). See Ramming v. United States, 281 F.3d 158, 161 (5th Cir. 2001) (citing Hitt v. City of Pasadena, 561 F.2d 606, 608 (5th Cir.1977) (per curiam)).

         A. Subject Matter Jurisdiction Standard

         Federal court subject matter jurisdiction is circumscribed by Article III and requires both constitutional and statutory authorization. U.S. Const. art. III, § 2; Stockman v. Fed. Election Comm'n, 138 F.3d 144, 151 (5th Cir. 1998). A court properly dismisses a case where it lacks the constitutional power to decide it. Home Builders Ass'n of Miss., Inc. v. City of Madison, 143 F.3d 1006, 1010 (5th Cir. 1998).

         A Rule 12(b)(1) movant may challenge subject matter jurisdiction through either a facial attack, which challenges the sufficiency of the pleadings through a Rule 12(b)(1) motion, or a factual attack, which provides evidentiary materials in addition to the motion. Rodriguez v. Tex. Comm'n on the Arts, 992 F.Supp. 876, 878 (N.D. Tex. 1998). The Court accepts as true all allegations and facts in the complaint where, as here, the motion presents a facial attack. Ass'n of Am. Physicians & Surgeons, Inc. v. Tex. Med. Bd., 627 F.3d 547, 553 (5th Cir. 2010). Plaintiff bears the burden of proof in the Rule 12(b)(1) context, but a court should grant the motion “only if it appears certain that the plaintiff cannot prove a set of facts in support of his claim that would entitle plaintiff to relief.” Ramming, 281 F.3d at 161 (citing Home Builders Ass'n of Miss., Inc. v. City of Madison, 143 F.3d 1006, 1010 (5th Cir. 1998)).^[2]

         B. Standing and Ripeness Standards

          “Standing and ripeness are required elements of subject matter jurisdiction.” Roman Catholic Diocese of Dallas v. Sebelius, 927 F.Supp.2d 406, 415 (N.D. Tex. 2013) (Boyle, J.). Sky's motion challenges one of the three requirements for standing, actual injury. Lujan v. Defs. of Wildlife, 504 U.S. 555, 560-61 (1992). To establish a cognizable injury, “the plaintiff must have 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.” Id. at 560 (citations omitted). Sky also contends that Noble's claim fails for lack of ripeness, a related temporal requirement. “A claim is not ripe for adjudication if it rests upon contingent future events that may not occur as anticipated, or indeed may not occur at all.” Texas v. United States, 523 U.S. 296, 300 (1998) (citation and internal quotation marks omitted).

         C. The Court Has Subject Matter Jurisdiction

         The Court finds Noble has established both actual injury and ripeness. Noble alleges it owns at least one of the stones and has a contract giving it the right to commission from the sale of another. Taken as true, the allegation that Sky ...