Adams v. C3 Pipeline Constr. Inc.

• Decision Date: 02 November 2021
• Docket Number: 20-2055
• Citation: 30 F.4th 943
• Parties: Jessica ADAMS, Plaintiff - Appellant, v. C3 PIPELINE CONSTRUCTION INC.; Alpha Crude Connector, LLC; Plains All American Pipeline, LP, as Successor in Interest to Alpha Crude Connector, LLC; Plains All American GP, LLC, as Successor in Interest to Alpha Crude Connector, LLC; Plains GP, LLC, as Successor in Interest to Alpha Crude Connector, LLC; Plains Pipeline, LP, as Successor in Interest to Alpha Crude Connector, LLC, Defendants - Appellees.
• Court: U.S. Court of Appeals — Tenth Circuit

30 F.4th 943

Jessica ADAMS, Plaintiff - Appellant,

v.C3 PIPELINE CONSTRUCTION INC.; Alpha Crude Connector, LLC; Plains All American Pipeline, LP, as Successor in Interest to Alpha Crude Connector, LLC; Plains All American GP, LLC, as Successor in Interest to Alpha Crude Connector, LLC; Plains GP, LLC, as Successor in Interest to Alpha Crude Connector, LLC; Plains Pipeline, LP, as Successor in Interest to Alpha Crude Connector, LLC, Defendants - Appellees.

No. 20-2055

United States Court of Appeals, Tenth Circuit.

FILED November 2, 2021

Timothy J. Atler, Atler Law Firm, P.C., Albuquerque, New Mexico, (Jazmine J. Johnston, Atler Law Firm, P.C., Albuquerque, New Mexico; and Samantha Peabody Estrello, Killion Law Firm PC, Lubbock, Texas, with him on the briefs), for Plaintiff – Appellant.

Kelsey D. Green, (Paula G. Maynes with her on the brief), Miller Stratvert P.A., Santa Fe, New Mexico, for Defendants - Appellees.

Before MATHESON, BRISCOE, and EID, Circuit Judges.

MATHESON, Circuit Judge.

Appellant Jessica Adams worked for C3 Pipeline Construction, Inc. ("C3") on a pipeline construction crew. C3 provided construction and maintenance services under a contract with Alpha Crude Connector, LLC ("Alpha Crude" or "ACC") on an ACC pipeline system in New Mexico and Texas. Ms. Adams alleges that three C3 workers sexually harassed her while they were working on this project in New Mexico. She sued C3 and Plains Defendants, Alpha Crude's corporate successors,¹ under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e ; the New Mexico Human Rights Act, N.M. Stat. Ann. § 28-1-7 ; and New Mexico tort law.

When Plains Defendants answered the complaint, they moved for summary judgment. They attached their Master Service Agreement ("MSA") with C3 and affidavits from managers stating that Plains Defendants did not "employ" C3's workers. Ms. Adams opposed the motion with a memorandum and her affidavit, moved under Federal Rule of Civil Procedure 56(d) to take discovery on her alleged "employment" relationship with Plains Defendants, and argued for the first time that Plains Defendants should be liable for breaching their duty to keep her safe on their premises. The district court granted summary judgment to Plains Defendants, denied Ms. Adams's Rule 56(d) motion, and construed her premises liability argument as a motion to amend her complaint and denied it as futile.

That same day, the district court ordered Ms. Adams to serve a summons and the complaint on C3, which she did. When C3 did not answer the complaint, the court entered a default judgment against C3 and ordered it to pay Ms. Adams $20,050,000. Within 30 days of this order, Ms. Adams appealed the district court's grant of summary judgment to Plains Defendants.

Exercising jurisdiction under 28 U.S.C. § 1291, we (1) deny Plains Defendants’ motion to dismiss this appeal as untimely, (2) affirm the district court's summary judgment and Rule 56(d) rulings, and (3) vacate its denial of Ms. Adams's motion to amend and remand for further proceedings.

I. BACKGROUND

A. Factual Background

C3 is a Louisiana company that employed Ms. Adams on a pipeline construction crew. She worked for C3 in New Mexico and Ohio in 2015 and 2016. C3 also employed Mike Carrithers, Danny Robertson, and Craig Arnault.

Plains Defendants are successors in interest to Alpha Crude, an LLC that operated a 515-mile crude oil pipeline system in New Mexico and Texas. C3 provided construction and maintenance services on this system under a contract with Alpha Crude. Frontier Energy Services, LLC, managed the construction of pipeline on behalf of Plains Defendants.

A Master Service Agreement ("MSA") governed the relationship between Plains Defendants and C3. The MSA specified the "WORK TO BE DONE" by C3 on the pipeline project. ROA, Vol. I at 159. It also provided:

[C3], is and will remain an independent contractor in the performance of this Agreement and in the performance of any Work for [Plains Defendants]. [C3's] employees will be the employees of [C3] and will be subject to [C3's] sole and exclusive supervision, direction, and control and under no circumstances will an employee of [C3] be deemed an employee of [Plains Defendants]. All Work contemplated hereunder, however, shall meet the approval of [Plains Defendants] and shall be subjected to the general right of inspection.

Id. at 164.

The MSA further provided that "[C3] agree[d] to furnish all materials, furnish and perform all work and labor and furnish all working tools and equipment, including special tools if required, and all transportation of persons, materials, and equipment necessary or required to execute and complete the Work." Id. at 161. It said Plains Defendants "may, but [were] not obligated to, from time to time, furnish to [C3] materials and services related to the Work to be performed under this Agreement or a specific Work Order." Id. at 162.

B. Procedural Background

1. Ms. Adams's Allegations

Ms. Adams sued Plains Defendants and C3 in New Mexico state district court for violating Title VII, the New Mexico Human Rights Act, and various New Mexico tort laws. In her complaint, she alleged that "Mike Carrithers, Purchasing Manager for C3, Danny Robertson, and Craig Arnault, Foreman of the C3 Pipeline crew based out of Hobbs, New Mexico, all while acting during and within the course and scope of their employment, sexually harassed [her] and made it a condition of her employment with C3 and [Alpha Crude] that she perform sexual favors for them in order to keep her job." Id. at 46. She further alleged that "Arnault unlawfully harassed [her] by sending her offensive and unwanted pornographic images, by making sexually explicit comments, by engaging in unwanted touching, by making comments with reference to [her] participating in sexual activity, and by forcing [her] to participate in sexual activity with him in order to keep her job with Defendants." Id.

Ms. Adams also alleged that "she and other employees contacted corporate management for Defendants to complain of the sexually harassing conduct," and that, "[i]n response to her complaints and defiance, Arnault repeatedly threatened to fire [her] for complaining and also when she refused to perform sexual acts with him." Id. at 47. She claimed "[n]one of the Defendants named herein took action to investigate the complaints made by [her]." Id.

Ms. Adams invoked the "joint-employer" doctrine against Plains Defendants:

[Plains Defendants] and C3 are all considered employers of Adams for Title VII purposes under the joint employer doctrine as that term is known under federal case law. As Adams, Carrithers, Robertson, and Arnault were laying and building pipeline for C3/[Plains Defendants], C3/[Plains Defendants] constantly had supervisors and inspectors on site supervising the activities, the jobs, and the work being performed by employees of C3. [Plains Defendants] set the hours that Adams, her supervisors, and coworkers began the work and ended the work each day. [Plains Defendants] began each work day with a conference call with C3 supervisors, managers, and foremen, including Arnault, to discuss the job, the spread of pipeline, or the project that Adams and her crew would be working on for the day. Adams complained of the quid pro quo sexual harassment to members of management at [Plains Defendants], but they, too, refused to stop the unlawful treatment.

Id. at 51. Ms. Adams alleged she "complained to [a representative of Plains Defendants named] Casey about the quid pro quo treatment to which she had been subjected," and that "Casey responded by stating ‘everybody has to do it,’ and instructed Adams to ‘get over it’ and ‘suck it up.’ " Id. at 52.

Finally, Ms. Adams claimed she "complained of the quid pro quo treatment to inspectors from Renegade," a contractor Plains Defendants hired to inspect the pipeline project, "as well as inspectors from [Plains Defendants]," but the inspectors "refused to listen to [her], and the general response from each of the inspectors to [her] was ‘I need my job, and if you need yours, you will go back to working and not complain.’ " Id. She alleged that she "believed that the supervisors from [Plains Defendants] were her bosses because her supervisors at C3 had told her that the supervisors from [Plains Defendants] were ‘the bosses’ of the C3 crew because the work that C3 was performing was for [Plains Defendants] and subject to the instruction, supervision, design, and control of [Plains Defendants]." Id.

2. Proceedings Against Plains Defendants

a. Plains Defendants’ summary judgment motion

In response to the complaint, Plains Defendants removed the suit to federal court. They next filed an answer and a contemporaneous motion for summary judgment. In their memorandum in support of the motion, they argued "[they] did not employ [Ms. Adams], Carrithers, Robertson, or Arnault," and that "these individuals were solely employed by C3." Id. at 110.

Plains Defendants attached the MSA to their summary judgment motion, and an affidavit from Kenneth Benton, Vice President of Engineering at Frontier. He attested that

• "[C3 was] solely responsible for hiring and employing the necessary personnel to perform the work set forth in the construction specifications." Id. at 135.

• "[Plains Defendants] did not specify, dictate, or manage the work hours, leave, compensation, benefits, or conditions of employment for employees of [C3]." Id.

• "[C3 was] solely responsible for the payment of all salaries, wages, retirement benefits, employment taxes, social security taxes, and other benefits earned by their employees," and "for the management and discipline of the personnel that [C3] hired to perform work on the project." Id. at 137.

• "[C3] made all decisions regarding their employee's [sic] work duties, assignments, disciplinary actions, and work hours," and that "[Plains Defendants] did not provide or pay any type of salary, wages, leave, or fringe benefits to the individuals employed by [C3]."

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