Gardner v. 4 U Technology, Inc.

• Decision Date: 16 March 2000
• Docket Number: No. 4:99-CV-1801 CAS.,4:99-CV-1801 CAS.
• Citation: 88 F.Supp.2d 1005
• Parties: William GARDNER, Plaintiff, v. 4 U TECHNOLOGY, INC., a Missouri corporation, et al., Defendants.
• Court: U.S. District Court — Eastern District of Missouri

88 F.Supp.2d 1005

William GARDNER, Plaintiff, v. 4 U TECHNOLOGY, INC., a Missouri corporation, et al., Defendants.

No. 4:99-CV-1801 CAS.

United States District Court, E.D. Missouri, Eastern Division.

March 16, 2000.

David M. Heimos, Heimos Law Office, Clayton, MO, for William K. Gardner, plaintiff.

Guang Ming Li, St. Louis, MO, for 4 U Technology, Inc., a Missouri corporation, defendant.

MEMORANDUM AND ORDER

SHAW, District Judge.

This matter is before the Court on defendant Shing-Yan (Edward) Kuo's motion to dismiss for failure to state a claim upon which relief may be granted.¹ Plaintiff opposes the motion. For the following reasons, the Court concludes that the motion to dismiss should be granted in part and denied in part.

Background.

Plaintiff, a former employee of defendants, brings this action alleging national origin discrimination in violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e, et seq. ("Title VII") (Count I) and the Missouri Human Rights Act, Mo.Rev.Stat. §§ 213.010 et seq. ("MHRA") (Count II). Plaintiff also asserts supplemental state law claims for libel (Count III), violation of the Missouri Service Letter statute, Mo.Rev.Stat. § 290.140 (1994) (Count IV), and violation of Mo.Rev.Stat. §§ 407.911, et. seq. (1994), regarding payment of sales commissions (Count V). Defendant Kuo moves to dismiss on the basis that he has no individual liability to plaintiff for any of the actions alleged in the complaint.

Standard of Review.

The purpose of a motion to dismiss for failure to state a claim is to test the legal sufficiency of the complaint. A complaint shall not be dismissed for failure to state a claim for which relief can be granted unless it appears beyond doubt that the plaintiff can prove no set of facts in support of the claim entitling him to relief. Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). When ruling on a motion to dismiss, this Court must take the allegations of the complaint as true. Id.; Midwestern Machinery, Inc. v. Northwest Airlines, Inc., 167 F.3d 439, 441 (8th Cir.1999). The complaint must be liberally construed in a light most favorable to the plaintiff. Midwestern Machinery, 167 F.3d at 441; Springdale Educ. Ass'n v. Springdale Sch. Dist., 133 F.3d 649, 651 (8th Cir.1998). "In considering a motion to dismiss, courts accept the plaintiff's factual allegations as true, but reject conclusory allegations of law and unwarranted inferences." Silver v. H & R Block, Inc., 105 F.3d 394, 397 (8th Cir. 1997).

Ordinarily, only the facts alleged in the complaint are considered in ruling on a 12(b)(6) motion, but materials attached to the complaint as exhibits may be considered in construing its sufficiency. Morton v. Becker, 793 F.2d 185, 187 (8th Cir.1986). The Court will therefore consider the exhibits attached to plaintiff's complaint. Defendant Kuo has submitted matters outside the pleadings in connection with his motion to dismiss. A motion to dismiss pursuant to Rule 12(b)(6), Fed.R.Civ.P., must be treated as a motion for summary judgment when matters outside the pleadings are presented and not excluded by the trial court. Hamm v. Rhone-Poulenc Rorer Pharmaceuticals, Inc., 187 F.3d 941, 948 (8th Cir.1999), cert. denied, ___ U.S. ___, 120 S.Ct. 937, 145 L.Ed.2d 815 (2000); Woods v. Dugan, 660 F.2d 379, 380 (8th Cir.1981) (per curiam). When matters outside the pleadings are presented on a motion to dismiss, the court may either treat the motion as one to dismiss and exclude the matters outside the pleadings, or treat the motion as one for summary judgment and provide the parties with notice and an opportunity to provide further materials. See Gibb v. Scott, 958 F.2d 814, 816 (8th Cir.1992).

In this case, the Court will decline to treat defendant Kuo's motion to dismiss as a motion for summary judgment, and will exclude from its consideration the matters outside the pleadings attached to the motion.

Discussion.

In the complaint, plaintiff asserts, inter alia, that defendant 4 U Technology (the "Corporation") was administratively dissolved by the Missouri Secretary of State on February 9, 1998, and was reinstated to good standing on September 24, 1999. Plaintiff asserts that defendant Kuo was the Corporation's incorporator and its only officer, director and registered agent. Plaintiff asserts that the allegedly wrongful conduct he complains of occurred during the period of time in which the Corporation was administratively dissolved, and therefore asserts claims against both the Corporation and Kuo.

Defendant Kuo moves to dismiss plaintiff's discrimination claims against him on the basis that he is not personally liable as an "employer" until Title VII or the MHRA in his capacity as a supervisor, officer or agent of the Corporation. Kuo also contends that plaintiff has failed to file a charge of discrimination naming him personally. Kuo moves to dismiss plaintiff's libel claim, asserting that he, as an individual, did not take any action libeling plaintiff. Kuo moves to dismiss plaintiff's service letter claim against him individually, contending that the statute contemplates only corporate liability. Kuo argues that under Mo.Rev.Stat. § 351.488.3 (1998 Supp.), when an administratively dissolved corporation is reinstated, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. Thus, Kuo argues that any liability he might have incurred in conducting the Corporation's business while it was dissolved, see Mo.Rev.Stat. § 531.486.3 (1994), is made a corporate liability upon reinstatement. Kuo does not, however, cite any cases construing or applying these statutes.

In response, plaintiff argues that with respect to his libel claim, Kuo individually and as an agent of the Corporation filed a police report which contained certain false and defamatory statements concerning plaintiff, and therefore is clearly a proper party defendant on this claim.² With respect to the remaining counts, plaintiff argues that because the Corporation was administratively dissolved between February 9, 1998 and September 24, 1999, when most of the conduct he complains of took place, plaintiff is personally liable as the Corporation's only officer, director, registered agent and incorporator. Plaintiff cites no authority in support of his contention.

Title VII defines an "employer" as "a person engaged in an industry affecting commerce who has fifteen or more employees ... and any agent of such a person." 42 U.S.C. § 2000e(b). The Eighth Circuit has held that Title VII does not impose individual liability on an employer's agents. Bales v. Wal-Mart Stores, Inc., 143 F.3d 1103, 1111 (8th Cir.1998) (supervisor); Spencer v. Ripley Co. State Bank, 123 F.3d 690, 691-92 (8th Cir.1997) (per curiam) (officer). Similarly, supervisors are not individually liable under the MHRA, which imposes liability only on the common employer pursuant to the doctrine of respondeat superior. Lenhardt v. Basic Inst. of Tech., 55 F.3d 377, 380-81 (8th Cir.1995).

These precedents, however, do not govern this case. The issue here is whether defendant Kuo may be liable to plaintiff as an "employer" under Title VII because he was an officer and director during the time the actions were taken, while the Corporation was administratively dissolved. Resolution of this issue must turn on construction of the Missouri statutes governing corporate administrative dissolution and reinstatement of a corporation formerly dissolved. See Defense Supplies Corp. v. Lawrence Warehouse Co., 336 U.S. 631, 634-35, 69 S.Ct. 762, 93 L.Ed. 931 (1949); Moore v. Occupational Safety and Health Review Comm'n, 591 F.2d 991, 993 (4th Cir.1979).

Under Missouri law, a corporation that is administratively dissolved continues its corporate existence, but may not carry on any business except that necessary to wind up and liquidate its business and affairs. Mo.Rev.Stat. § 351.486.3. The statute provides that "any officer or director who conducts business on behalf of a corporation so dissolved except [for winding up and liquidating its affairs] shall be personally liable for any obligation so incurred." Id. Missouri law also contemplates reinstatement of corporations following administrative dissolution. Mo.Rev.Stat. § 351.488. The statute provides in part, "When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred." § 351.488.3.

Thus, while the corporate dissolution statute imposes personal liability on officers or directors who conduct business on behalf of a dissolved corporation, as defendant Kuo did, the reinstatement statute provides for the resumption of corporate business as if no dissolution had ever occurred. The question is...