Charles Brooks Co. v. Georgia-Pacific, LLC
| Citation | 552 F.3d 718 |
| Decision Date | 14 January 2009 |
| Docket Number | No. 08-1026.,No. 07-3938.,07-3938.,08-1026. |
| Parties | CHARLES BROOKS CO.; Mr. "B" Logging Company, Inc.; Charles Brooks, Individually, Appellants/Cross-Appellees, v. GEORGIA-PACIFIC, LLC, Appellee/Cross-Appellant. |
| Court | United States Courts of Appeals. United States Court of Appeals (8th Circuit) |
Breean Walas, argued, Russell Marlin, on the brief, Little Rock, AR, for appellants/cross-appellees.
Floyd M. Thomas, Jr., argued, Matthew J. Shepherd, on the brief, El Dorado, AR, for appellee/cross-appellant.
Before RILEY, BRIGHT, and MELLOY, Circuit Judges.
Charles Brooks Co., Mr. "B" Logging Company, Inc. (Mr. "B" Logging), and Charles Brooks (Brooks), individually, (collectively, appellants) brought various contract and tort claims against Georgia-Pacific, LLC (Georgia-Pacific), arising out of appellants' independent contractor relationship with Georgia-Pacific. The district court1 dismissed the corporations' claims for lack of capacity and dismissed Mr. Brooks's individual claims for lack of standing. Appellants appeal the dismissals and also the district court's grant of summary judgment to Georgia-Pacific on appellants' unjust and equitable restitution claims.2 We affirm.
Brooks began working in the Arkansas logging industry in 1946. Brooks became an independent contractor for Georgia-Pacific in 1962 after Georgia-Pacific acquired a mill in Crossett, Arkansas, and he continued to contract with Georgia-Pacific until he retired in 2002. Brooks formed Charles Brooks Co. in 1964, and thereafter operated in corporate form. Brooks formed Mr. "B" Logging in 1995, which merged into Charles Brooks Co. on September 28, 2000.
Appellants allege Georgia-Pacific initiated a new logging system in 1995 continuing into 1996, and as part of the new logging system, Georgia-Pacific made mandatory equipment requirements of its contractors. Appellants contend Georgia-Pacific advised appellants that the contractors who did not comply with the equipment requirements would no longer receive Georgia-Pacific contracts. Appellants further allege, in exchange for acquiring the new, expensive equipment, Georgia-Pacific promised appellants longterm wood production operations.
Appellants purchased the new equipment in approximately 1997 and continued to contract with Georgia-Pacific. Appellants claim Georgia-Pacific continued to contract with noncomplying contractors. Appellants argue Georgia-Pacific reduced appellants' quotas to such an extent that appellants were unable to pay down the equipment loans and to pay normal operating expenses. At the same time, appellants insist Georgia-Pacific repeatedly assured them there would be enough work for appellants to pay off the new equipment.
The record shows Charles Brooks Co. and Georgia-Pacific entered into written contracts with one dated December 30, 1996, and another dated January 1, 2000. The contracts each provide: "Contractor recognizes and acknowledges that [Georgia-Pacific] is not obligated to supply Contractor with any minimum amount of services to be provided and that there is absolutely no guarantee as to the amount of work to be performed." Each contract also conspicuously states:
The terms and provisions of this Contract, along with exhibits and individual purchase orders, constitute the entire agreement between the parties and supersede all representations or previous communications, negotiations, proposals, representations, conditions, promises, or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. Contractor expressly acknowledges and agrees that [Georgia-Pacific] has not made any representations or promises which are not contained in this agreement and Contractor has not relied on any such representations or promises in entering into this Contract. This Contract may not be enlarged, modified, or altered, except in writing, signed by duly authorized representatives of the parties.
In April 2002, Brooks terminated his relationship with Georgia-Pacific and retired from the logging business due to financial hardship. Appellants were able to return some of the new logging equipment to the seller, and the remaining equipment was sold at a dispersal sale. The proceeds of the sale were insufficient to eliminate appellants' debt.
On August 14, 2002, appellants filed an action against Georgia-Pacific in the Circuit Court of Ashley County, Arkansas, asserting various contract and tort claims. Georgia-Pacific removed the action to the United States District Court for the Western District of Arkansas on September 11, 2002. In the meantime, the Arkansas Secretary of State revoked the corporate charter of Charles Brooks Co. on December 31, 2002, for nonpayment of franchise taxes. The district court dismissed the action without prejudice on June 7, 2005, after appellants moved for a voluntary non-suit.
Appellants refiled their complaint on June 6, 2006. On March 7, 2007, Georgia-Pacific moved for summary judgment on all claims. The district court granted in part, and denied in part, Georgia-Pacific's motion. On May 1, 2007, Georgia-Pacific moved to dismiss (1) the remaining claims of Charles Brooks Co. and Mr. "B" Logging for lack of capacity; and (2) the remaining individual claims of Brooks for lack of standing. On May 14, 2007, the district court granted the motion to dismiss with respect to the claims of Charles Brooks Co. and Mr. "B" Logging, and denied the motion to dismiss with respect to the individual claims of Brooks. On November 2, 2007, Georgia-Pacific filed a renewed motion to dismiss Brooks's individual claims, which the district court granted on November 30, 2007.
"This court reviews de novo the grant of a motion to dismiss, `taking all facts alleged in the complaint as true.'" Students for Sensible Drug Policy Foundation v. Spellings, 523 F.3d 896, 899 (8th Cir.2008) (quoting Koehler v. Brody, 483 F.3d 590, 596 (8th Cir.2007)). "Dismissal is proper where the plaintiffs' complaint fails to state a claim upon which relief can be granted." Schaaf v. Residential Funding Corp., 517 F.3d 544, 549 (8th Cir.2008) (citing Fed.R.Civ.P. 12(b)(6)).
Appellants challenge the district court's dismissal of the claims of Charles Brooks Co. and Mr. "B" Logging.3 The district court found Mr. "B" Logging Company did not have a separate corporate existence at the time the original action was filed in 2002, because it merged into Charles Brooks Co. on September 28, 2000. The district court then found Charles Brooks Co. lacked capacity to sue at the time the complaint was refiled in 2006, because Charles Brooks Co.'s corporate charter had been revoked on December 31, 2002, for nonpayment of franchise taxes. We agree with the district court's factual findings and legal conclusions.
Under Arkansas law, when the Secretary of State revokes a corporation's corporate charter for failure to pay franchise taxes, the corporation ceases to exist legally. HRR Arkansas, Inc. v. River City Contractors, Inc., 350 Ark. 420, 87 S.W.3d 232, 237 (Ark.2002). "[A] corporation cannot file a complaint in court after it ceases to exist legally" because it lacks "the capacity to sue." Id. (citing Committee for Utility Trimming, Inc. v. Hamilton, 290 Ark. 283, 718 S.W.2d 933 (Ark. 1986)). In HRR Arkansas, Inc., the Secretary of State revoked the corporate charter of River City Contractors, Inc. (River City), for failure to pay franchise taxes. HRR Arkansas, Inc., 87 S.W.3d at 237. River City later counterclaimed in a lawsuit by HRR Arkansas, Inc. and obtained a judgment in the trial court against HRR Arkansas, Inc. Id. The Arkansas Supreme Court reversed, noting River City never attempted to reinstate its corporate charter, and, therefore, River City lacked the capacity to sue and to obtain a judgment. Id.
Appellants, however, urge us to adopt the reasoning of Gibson v. Dennis (In re Russell), 123 B.R. 48, 51 (Bankr.W.D.Ark. 1990), where the United States Bankruptcy Court for the Western District of Arkansas determined a corporation whose corporate charter was revoked for failure to pay franchise taxes could maintain a lawsuit. The bankruptcy court reasoned, because the corporation had not been dissolved, the corporate entity could continue to exist for the limited purpose of winding up its affairs, including the ability to sue or be sued. Id. The bankruptcy court relied upon (1) Ark.Code Ann. § 4-26-1104, which allows a corporation to sue; and (2) its finding that "[no] Arkansas case . . . has held that such a corporation has lost its capacity to sue." In re Russell, 123 B.R. at 51.
Appellants' reliance on In re Russell is misplaced. In re Russell was decided in 1990. The Arkansas Supreme Court has since stated unequivocally that a corporation whose charter has been revoked lacks the capacity to initiate a lawsuit. See HRR Arkansas, Inc., 87 S.W.3d at 237; First Commercial Bank, N.A. v. Walker, 333 Ark. 100, 969 S.W.2d 146, 153 (Ark. 1998); Schmidt v. McIlroy Bank & Trust, 306 Ark. 28, 811 S.W.2d 281, 284 (Ark. 1991). Like the corporation in HRR Arkansas, Inc., Charles Brooks Co.'s corporate charter was revoked in 2002 for failure to pay franchise taxes. At the time the present lawsuit was filed on June 6, 2006, Charles Brooks Co. lacked the capacity to initiate a lawsuit, and Charles Brooks Co. has never attempted to reinstate its corporate charter. We affirm the district court's dismissal of the claims of Charles Brooks Co. and Mr. "B" Logging for lack of capacity to sue.
Appellants next challenge the district court's dismissal of Brooks's individual claims for lack of standing. Appellants assert Brooks had standing to bring his individual claims for two reasons. First, appellants argue Brooks, as the sole shareholder of the corporate entities, could sue in his own right once the corporations...
To continue reading
Request your trial
-
Bakken Residential, LLC v. Cahoon Enters., LLC
...the word “maintain” and that the statute was intended to be simply coercive and not punitive).19 See Charles Brooks, Co v. Georgia–Pacific, LLC, 552 F.3d 718, 721–22 & n. 2 (8th Cir.2009) ; First Union Nat. Bank v. Pictet Overseas Trust Corp., LTD., 351 F.3d 810, 815 (8th Cir.2003) ; Iowa–M......
- United States v. Lewis
- United States v. Lewis
-
Montize v. Pittman Properties Ltd. P'ship # 1, Case No. 07-CV-1073.
...facts alleged in the complaint as true, but “threadbare” assertions of a cause of action are insufficient. Charles Brooks Co. v. Ga.-Pa., L.L.C., 552 F.3d 718, 721 (8th Cir.2009); Iqbal, 129 S.Ct. at 1949. 1. RICO RICO makes it “unlawful for any person employed by or associated with any ent......