Ira v. Taylor, Case No. 3:13–cv–166–MEF.

• Court: United States District Courts. 11th Circuit. Middle District of Alabama
• Writing for the Court: MARK E. FULLER
• Citation: 4 F.Supp.3d 1282
• Parties: FBO DAVID SWEET IRA, Plaintiff, v. Jessie B. TAYLOR, Jr., Barbara J. Taylor, Defendants.
• Docket Number: Case No. 3:13–cv–166–MEF.
• Decision Date: 19 March 2014

4 F.Supp.3d 1282

FBO DAVID SWEET IRA, Plaintiff,
v.
Jessie B. TAYLOR, Jr., Barbara J. Taylor, Defendants.

Case No. 3:13–cv–166–MEF.

United States District Court,
M.D. Alabama,
Eastern Division.

Signed March 19, 2014.

[4 F.Supp.3d 1283]

Richard Michael Kemmer, III, Kemmer Law, P.C., Columbus, GA, for Plaintiff.

Jonathan Keith Corley, Robert G. Poole, Whittelsey Whittelsey & Poole, P.C., Opelika, AL, for Defendants.

MEMORANDUM OPINION AND ORDER
MARK E. FULLER, District Judge.

This case arises out of a dispute between Plaintiff FBO David Sweet IRA (“Plaintiff”) and Defendants Jessie B. Taylor, Jr. and Barbara Taylor (“Defendants”) regarding a contract to purchase real estate. Plaintiff alleges breach of contract and seeks specific performance of the contract. Defendants moved to dismiss this action, arguing that Plaintiff qualified as a “foreign corporation” that was not registered to do business in the State of Alabama and, therefore, was precluded from pursuing this action under Alabama's “door-closing” statute. (Doc. # 7.) Plaintiff has opposed this motion, arguing that it is not an entity that falls within the confines of Alabama's “door-closing” statute, and, even if it were, it falls under an exception to that statute's prohibitions. To best resolve the issues, the Court converted Defendants' Motion to Dismiss (Doc. # 7) into a Motion for Summary Judgment (Doc. # 21) pursuant to Rule 56 of the Federal Rules of Civil Procedure. Having considered the arguments of counsel, the evidentiary submissions, and the record as a whole, the Court finds that Defendants' Motion is due to be DENIED.

I. Jurisdiction and Venue

The Court has subject-matter jurisdiction over this lawsuit pursuant to 28 U.S.C. § 1332 (diversity). The parties do not contest personal jurisdiction or venue, and the Court finds adequate allegations supporting both.

II. Legal Standard

Under Rule 56 of the Federal Rules of Civil Procedure, summary judgment is appropriate “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine [dispute] as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The party asking for summary judgment “always bears the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of ‘the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any,’ which it believes demonstrate the absence of a genuine dispute of material fact.” Id. at 323, 106 S.Ct. 2548. The movant can meet this burden by presenting evidence showing there is no dispute of material fact, or by showing the nonmoving party has failed to present evidence in support of some element of its case on which it bears the ultimate burden of proof. Id. at 322–23, 106 S.Ct. 2548.

Once the moving party has met its burden, the non-moving party must “go beyond the pleadings and by their own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate ‘specific facts showing that there is a genuine [dispute] for trial.’ ” Id. at 324, 106 S.Ct. 2548 (internal quotations omitted). To avoid summary judgment, the non-moving party “must do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986). A plaintiff must present

[4 F.Supp.3d 1284]

evidence demonstrating that it can establish the basic elements of its claim, Celotex, 477 U.S. at 322, 106 S.Ct. 2548, because “conclusory allegations without specific supporting facts have no probative value” at the summary judgment stage. Evers v. Gen. Motors Corp., 770 F.2d 984, 986 (11th Cir.1985).

A court ruling on a motion for summary judgment must believe the evidence of the non-movant and must draw all justifiable inferences from the evidence in the non-moving party's favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). After the nonmoving party has responded to the motion for summary judgment, the court must grant summary judgment if there is no genuine dispute of material fact and the moving party is entitled to judgment as a matter of law. SeeFed.R.Civ.P. 56(c).

III. Factual and Procedural Background

David Sweet (“Sweet”) is the owner of an Individual Retirement Account (“IRA”). The IRA is set up and structured as a “Self–Directed” IRA, making Sweet the sole decision maker on all investments and actions on behalf of the account. (Doc. # 18.) Equity Trust Company (“ETC”) is a holding company that holds Sweet's IRA assets. ETC does not provide investment advice, money management services, or any other services related to financial investments. (Doc. # 24–1.) Instead, ETC serves as a passive custodian “acting solely as custodian to hold IRA assets ... [with] no discretion” and no fiduciary duty. (Doc. # 24–1.)

On September 21, 2012,...