Colucci v. Nat'l Bd. of Chiropractic Examiners
| Decision Date | 22 January 2020 |
| Docket Number | Civil Action No. 18-cv-02085-CMA-STV |
| Parties | MARGARET R. COLUCCI, Plaintiff, v. NATIONAL BOARD OF CHIROPRACTIC EXAMINERS, SALVATORE D. LARUSSO, PAUL N. MORIN, DANIEL M. CÔTÉ, LEROY F. OTTO, JOHN R. MCGINNIS, FARREL GROSSMAN, Defendants. |
| Court | U.S. District Court — District of Colorado |
This matter is before the Court upon Defendants' National Board of Chiropractic Examiners, Salvatore D. Larusso, Steven R. Conway, John C. Nab, Paul N. Morin, Leroy F. Otto, John R. McGinnis, Farrel Grossman, and Kirk Shilts' Motion for Summary Judgment (Doc. # 39)1 and Defendant Daniel M. Côté's Motion for Summary Judgment(Doc. # 41).2 For the reasons described herein, the Court grants Defendants' motions for summary judgment and enters judgment in Defendants' favor.
Plaintiff Margaret Colucci is a practicing chiropractor and resides in Nevada. (Doc. # 71 at 7.) Between 2015 and February 23, 2018, Plaintiff served on the Board of Directors of Defendant National Board of Chiropractic Examiners ("Defendant NBCE"). (Id.) NBCE is a nonprofit corporation that develops, administers, and scores standardized exams for the chiropractic profession. (Id.) Each of the individually named Defendants ("Individual Defendants") was a voting member of NBCE's Board of Directors on February 23, 2018. (Id.) On that date, NBCE's Board of Directors voted 9 to 2 in an open session to remove Plaintiff as a board member. (Id. at 9.) All Individual Defendants voted in favor of Plaintiff's removal from the board. (Id. at 2.) Each Individual Defendant owed a fiduciary duty to Defendant NBCE, but not to Plaintiff. See (Doc. # 3 ¶¶ 103, 108).
Plaintiff initiated this action in state court on March 7, 2018, asserting three claims for relief against Defendants: (1) breach of fiduciary duty against the Individual Defendants; (2) aiding and abetting breach of fiduciary duty against Defendant NBCE; and (3) a request for declaratory judgment regarding the parties' present rights and duties. (Doc. # 3.) Plaintiff's claims are based on her allegation that the Board ofDirectors wrongfully removed her from the board by failing to follow proper procedures. (Id. at 11-13.) She alleges that she suffered harm in the form of damage to her reputation, lost income, and certain legal fees. (Id.)
In state court, Defendants moved to dismiss Plaintiff's claims pursuant to Colo. R. Civ. P. 12(b)(2) and 12(b)(5). (Doc. # 1-12 at 3.) Defendants argued, inter alia, that Plaintiff lacks standing to bring the instant lawsuit because Defendants did not owe her a fiduciary duty. (Id. at 8-10.) The state court disagreed and denied Defendants' Motion to Dismiss on June 6, 2018. See (Doc. # 9). In doing so, the state court agreed with Plaintiff's argument that the Colorado Court of Appeals decision in Taylor v. Taylor, 381 P.3d 428 (Colo. App. 2016), conferred upon Plaintiff third-party standing to sue the Individual Defendants for breach of fiduciary duty and Defendant NBCE for aiding and abetting breach of fiduciary duty. (Doc. # 9 at 12-13.) The state court stated:
This type of oversight and supervision provided by [Colo. Rev. Stat. § 7-128-101] for non-profit boards of directors is analogous to the Probate Code[']s oversight and supervision of trustees [analyzed in Taylor]. Based upon Taylor, Plaintiff could pursue a claim for a breach of fiduciary duty that proved harmful to her, even though the duty by the Board Members was owed to NBCE. Further, since she could pursue the breach of fiduciary duty claim against the Board Members she could also pursue a claim against NBCE for adding [sic] and abetting breach of fiduciary duty.
(Id.) Defendants subsequently disputed all three claims in the Answer they filed on June 20, 2018. (Doc. # 8.)
On August 16, 2018, Defendants removed this action from state court. (Doc. # 1.) Approximately ten months later, in early June 2019, Defendants moved for summary judgment on all three claims. Defendant NBCE and all Individual Defendants except Defendant Daniel Côté jointly filed a Motion for Summary Judgment on June 6, 2019.(Doc. # 40.) Defendant Côté separately filed a Motion for Summary Judgment on June 7, 2019. (Doc. # 42.) Both motions argue, inter alia, that Plaintiff lacks standing to bring this lawsuit because Defendants did not owe her a fiduciary duty, and, in the alternative, that Plaintiff's claims fail on the merits for lack of a fiduciary relationship between Plaintiff and the Individual Defendants. The motions are ripe for the Court's review. (Doc. ## 39, 41, 47, 55, 60, 64.)
Summary judgment is warranted when "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). A fact is "material" if it is essential to the proper disposition of the claim under the relevant substantive law. Wright v. Abbot Labs., Inc., 259 F.3d 1226, 1231-32 (10th Cir. 2001). A dispute is "genuine" if the evidence is such that it might lead a reasonable jury to return a verdict for the nonmoving party. Allen v. Muskogee, Okl., 118 F.3d 837, 839 (10th Cir. 1997). When reviewing motions for summary judgment, a court may not resolve issues of credibility and must view the evidence in the light most favorable to the nonmoving party—including all reasonable inferences from that evidence. Id. However, conclusory statements based merely on conjecture, speculation, or subjective belief do not constitute competent summary judgment evidence. Bones v. Honeywell Int'l, Inc., 366 F.3d 869, 875 (10th Cir. 2004).
The moving party bears the initial burden of demonstrating an absence of a genuine dispute of material fact and entitlement to judgment as a matter of law. Id. Inattempting to meet this standard, a movant who does not bear the ultimate burden of persuasion at trial does not need to disprove the other party's claims; rather, the movant need simply point the court to a lack of evidence for the other party on an essential element of that party's claim. Adler v. Wal-Mart Stores, Inc., 144 F.3d 644, 671 (10th Cir. 1998) (citing Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986)).
Once the movant meets its initial burden, the burden then shifts to the nonmoving party to "set forth specific facts showing that there is a genuine issue for trial." Anderson v. Liberty Lobby Inc., 477 U.S. 242, 256 (1986). The nonmoving party may not simply rest upon its pleadings to satisfy this burden. Id. Rather, the nonmoving party must "set forth specific facts that would be admissible in evidence from which a rational trier of fact could find for the nonmoving party." Adler, 144 F.3d at 671. "To accomplish this, the facts must be identified by reference to affidavits, deposition transcripts, or specific exhibits incorporated therein." Id. Ultimately, the Court's inquiry on summary judgment is whether the facts and evidence identified by the parties present "a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law." Anderson, 477 U.S. at 251-52.
Article III of the United States Constitution restricts the federal courts to the adjudication of "Cases" and "Controversies." U.S. Const. art. III, § 2, cl. 1; Steel Co. v. Citizens for a Better Env't, 523 U.S. 83, 102 (1998). As such, standing is a threshold issue in every case because it implicates a federal court's subject matter jurisdiction. Cornhusker Cas. Co. v. Skaj, 786 F.3d 842, 851 (10th Cir. 2015) (quoting Turner v.McGee, 681 F.3d 1215, 1218 (10th Cir. 2012)). For federal courts to have jurisdiction over an action, the party bringing the suit must establish standing. Elk Grove Unified Sch. Dist. v. Newdow, 542 U.S. 1, 11 (2004), abrogated on other grounds by Lexmark Int'l, Inc. v. Static Control Components, Inc., 572 U.S. 118 (2014).
To establish Article III standing, a plaintiff must show that: (1) she has suffered an "injury in fact"; (2) the injury is fairly traceable to the challenged action of the defendant; and (3) it is likely, as opposed to merely speculative, that the injury will be redressed by the relief requested. Friends of the Earth, Inc. v. Laidlaw Envtl. Servs., Inc., 528 U.S. 167, 180 (2000). "An 'injury in fact' is the 'invasion of a legally protected interest which is (a) concrete and particularized, and (b) actual or imminent, not conjectural or hypothetical.'" D.L. v. Unified Sch. Dist. No. 497, 596 F.3d 768, 774 (10th Cir. 2010) (quoting Stewart v. Kempthorne, 554 F.3d 1245, 1253 (10th Cir. 2009)) (emphasis added).
"The prudential standing doctrine encompasses various limitations, including 'the general prohibition on a litigant's raising another person's legal interests.'" The Wilderness Soc'y v. Kane Cty., Utah, 632 F.3d 1162, 1168 (10th Cir. 2011) (quoting Allen v. Wright, 468 U.S. 737, 751 (1984), abrogated on other grounds by Lexmark, 572 U.S. 118). A plaintiff "must assert [her] own legal rights and interests, and cannot rest [her] claim to relief on the legal rights or interests of third parties." Warth v. Seldin, 422 U.S. 490, 499 (1975). The question of prudential standing is often resolved by the nature and source of the claim asserted, i.e., "whether the constitutional or statutory provision on which the claim rests properly can be understood as granting persons inthe plaintiff's position a right to judicial relief." Id. at 500. "A party may suffer a cognizable injury but still not possess a right to relief." The Wilderness Soc'y, 632 F.3d at 1170-71.
Under Colorado law, a claim for breach of fiduciary duty requires the plaintiff to prove: 1) that the defendant was acting as a fiduciary of the plaintiff; 2) that the defendant breached a fiduciary duty to the plaintiff; 3) that the...
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