Schambeau v. Schambeau

• Decision Date: 21 January 2021
• Docket Number: CA 20-0436-TFM-MU
• Parties: JOEL ANTHONY SCHAMBEAU, Plaintiff, v. DANIEL SCHAMBEAU, et al., Defendants.
• Court: U.S. District Court — Southern District of Alabama

JOEL ANTHONY SCHAMBEAU, Plaintiff, v. DANIEL SCHAMBEAU, et al., Defendants.

CA 20-0436-TFM-MU

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION

January 21, 2021

REPORT AND RECOMMENDATION

This cause is before the Magistrate Judge for issuance of a report and recommendation, pursuant to 28 U.S.C. § 636(b)(1)(B) and S.D. Ala. GenLR 72(a)(2)(S), on Plaintiff's Amended Complaint (Doc. 4), the motion to dismiss filed by Jones Walker LLP and Matthew McDonald (Doc. 26; see also Docs. 25 & 27), the motion to dismiss filed by Stone Crosby, P.C. and Shawn Alves (Doc. 30), the motion to dismiss filed by Jerry Eugene Gibbons and Karen McKinney (Doc. 31), the motion to dismiss filed by Warren Schambeau, Daniel Schambeau, and Sue Schambeau (Doc. 32), the Plaintiff's omnibus response and objections to all pending motions to dismiss (see Doc. 38), and the movants' replies (see Docs. 39, 40 & 41). Based on the contents of these and all other relevant pleadings in this matter, the Magistrate Judge RECOMMENDS that Plaintiff's complaint be DISMISSED for want of subject-matter jurisdiction.

PROCEDURAL BACKGROUND

Plaintiff Joel Anthony Schambeau originally filed a complaint in this Court on September 4, 2020 (see Doc. 1) and filed an amended complaint on September 8, 2020 (Doc. 4). The amended complaint (Doc. 4) is the operative pleading in this case. Compare Rosa v. Florida Dep't of Corrections, 522 Fed.Appx. 710, 714 (11th Cir. Jun. 26, 2013) ("Under the Federal Rules of Civil Procedure, 'an amended complaint supersedes the initial complaint and becomes the operative pleading in the case.'" (quoting Krinsk v. SunTrust Banks, Inc., 654 F.3d 1194, 1202 (11th Cir. 2011)) with DeSisto College, Inc. v. Line, 888 F.2d 755, 757-758 (11th Cir. 1989) (acknowledging as proper the denial as moot of defendant's motion to dismiss the first amended complaint because the plaintiff filed a second amended complaint), cert. denied, 495 U.S. 952, 110 S.Ct. 2219, 109 L.Ed.2d 544 (1990).

In his amended complaint, Schambeau invokes federal question jurisdiction¹ on the basis of the following statues and federal code section/rule: (1) 15 U.S.C. § 77q (fraudulent interstate transactions); (2) 17 C.F.R. § 240.13b2-1 (falsification of accounting records); and (3) 18 U.S.C. § 1514A (the Whistleblower Protection Act). (Doc. 4, PageID. 18). The Plaintiff does not divide his amended complaint into separate counts or delineate which counts pertain to the nine different defendants he identifies in the operative pleading, and his amended complaint contains few facts. (See generally Doc. 4). Instead, Schambeau sets forth a statement of his claim against all ninedefendants (see id., PageID. 19), after which he makes very general and conclusory allegations against the nine separate defendants as a purported continuation of his claim(s) (that is, purported "identification" of the Defendants' alleged illegal acts) (see id., PageID. 20-22). His Statement of Claim reads:

Plaintiff would show that the Defendant[]s collectively entered into a civil conspiracy to deprive Plaintiff of money, stocks, and his position in two companies, causing loss of salary, stocks, ownership of property, equipment, and his reputation. Defendants have collectively caused Plaintiff tremendous financial damage, severe emotional distress and fear of physical harm, by committing illegal acts as set out herein.² Plaintifftakes the position as a Whistleblower pursuant to Section 806 of the Sarbanes-Oxley Act of 2002 ("SOX"), codified at 18 U.S.C. § 1514A, [which] prohibits retaliation against employees of public companies who report suspected violations of Securities and Exchange Commission rules or federal laws relating to fraud.

(Id., PageID. 19 (footnote added)). Plaintiff appears to suggest that this civil conspiracy dates back to 2011 or 2012. (See id.).

Combining what little facts can be gleaned from Plaintiff's Amended Complaint with actual copies of some of the documents Plaintiff references and relevant documents from Schambeau v. Schambeau, CV-2011-901722 (Baldwin County Circuit Court) (compare Doc. 4, PageID. 20-21 with Doc. 25-1-25-3 & Doc. 30-1-30-9), it is apparent, as Defendants aver, that this action arises out of the litigation in the Baldwin County Circuit Court, which resolved almost eight years ago on December 20-21, 2012 (compare Doc. 30-7 (December 20, 2012 joint motion for dismissal with prejudice of CV-2011-901722); Doc. 30-8 (General Mutual Release in CV-2011-901722 executed on December 20, 2012) & Doc. 25-2 (Stock Purchase Agreement executed on December 20, 2012) with Doc. 31-1, PageID. 265 (December 21, 2012 Order of Dismissal entered in CV-2011-901722)).³ In the state court action, Joel A. Schambeau (the Plaintiff herein)sued Daniel Schambeau (one of the Defendants named herein), Virginia Wrecking Company, Inc., and Schambeau's Rental Co., Inc., in the Circuit Court of Baldwin County, Alabama on November 7, 2011, seeking to liquidate the two Alabama for-profit corporations⁴ and for injunctive relief. (See Doc. 30-1, PageID. 140-45 (plaintiff generally averred that he and his brother, Daniel, were the principal shareholders, directors and officers of Virginia Wrecking Co., Inc. and Schambeau's Rental Co., Inc.; that the directors of the two corporations were deadlocked over the management of their corporate affairs; and that Daniel had taken control of the funds and assets of the two corporations to the exclusion of the Plaintiff, failing to account for corporate monies received, corporate monies paid, and corporate assets transferred)).⁵ Joel A.Schambeau filed an Amended Complaint on October 1, 2012, therein retaining his claims to liquidate Virginia Wrecking Co., Inc. and Schambeau's Rental Cop., Inc., adding a claim for breach of fiduciary duty against Daniel Schambeau, and eliminating the claims for injunctive relief. (See Doc. 30-2, PageID. 148-152).

Ten days after the filing of the amended complaint, that is, on October 11, 2012, the parties appeared to have resolved the action through mediation. (See Doc. 30-4, PageID. 164-66 (handwritten settlement memorandum to which was attached a list of equipment and inventory to be provided to Joel Schambeau)). However, Joel Schambeau then retained new counsel, Tom McAlpine, who advised Daniel Schambeau's attorney, Shawn Alves, by email dated October 23, 2012, that a number of issues had arisen preventing Joel Schambeau from "follow[ing] through with the settlement terms." (Doc. 30-4, PageID. 167; see also id. ("As this case is set for trial immediately, I would suggest that we be allowed to complete the Court ordered examinations of the books and records of the company and depose Daniel, his wife, Susie, and their father with regard to the manner in which Daniel has operated this company over the years.")). This email prompted the October 25, 2012 filing by Daniel Schambeau of a motion to enforce settlement (that is, the mediated agreement dated October 11, 2012) and award sanctions. (Doc. 30-4, PageID. 161-63). That motion wasset down for a hearing on November 28, 2012 (compare Doc. 30-5, PageID. 180 with Doc. 30-9, PageID. 204), during which the parties agreed to "consent to the October 11, 2012, settlement memorandum" (Doc. 30-5, PageID. 180) with certain revisions, along with other matters, that were specifically set out during the hearing (see id., PageID. 180-82 (changing mortgage to secure the promissory note to Joel Schambeau from the Duck Hill property to a promissory note from Schambeau Development II, L.L.C. for property on County Road 64; the Defendants agree to replace an oil cooler on a Kobelco 400 and repair a cylinder on the Komatsu 300; the Defendants agree to allow Joel Schambeau to retain equipment inventory on the Stapleton property for up to a year; and by December 14, 2012,⁶ the parties would meet so that Joel Schambeau could divest all his ownership interests in Schambeau Rental Company and Virginia Wrecking Company and transfer those ownership interests to the Defendants, in exchange for $250,000 and a promissory note for $550,000 secured by the mortgage on the County Road 64 property)). Joel Schambeau, as did his brother Daniel, verified during this hearing that the agreement described by the attorneys during the course of the hearing was his agreement. (See Doc. 30-5, PageID. 183).

On December 5, 2012, Daniel Schambeau moved for entry of a Consent Order memorializing the final settlement. (See id., PageID. 176-77). The following Consent Order was entered by Baldwin County Circuit Judge James H. Reid, Jr., on December 10, 2012:

This matter having come [on] for [a] hearing on Defendant Daniel A. Schambeau's Motion to Enforce Settlement Agreement and after the Court having heard testimony the parties agree in open Court to settle andresolve all claims by and between the parties. Thereupon, Coun[se]l for the parties read the Settlement Agreement in[to] the Record of the Court and the parties ratified [it]. A copy of the Reporter's Official Transcript is attached to this Order.

It is hereby Ordered, Adjudged and Decreed that the parties have resolved, settled and compromised all claims between them; the above-styled action has been fully settled and compromised upon the terms dictated into the record, these terms are adopted as the Order of the Court and the parties have thirty (30) days to implement the Settlement and to present the Court with a Motion to Dismiss with Prejudice.

(Doc. 30-6, PageID. 187). On December 20, 2012, a joint motion for dismissal with prejudice was filed (Doc. 30-7, PageID. 189)⁷ and, on December 21, 2012, the Baldwin County Circuit Court granted the parties' motion (id. at PageID. 191).

The undersigned considers the Defendants' motions to dismiss against this procedural backdrop.

CONCLUSIONS OF LAW

A. Pleading Standard. The sufficiency of Plaintiff's claims to proceed beyond the pleading stage, and into discovery, is governed by the plausibility...