White v. U.S. Corrections, L.L.C.

• Decision Date: 03 May 2021
• Docket Number: No. 19-51074,19-51074
• Citation: 996 F.3d 302
• Parties: Dana WHITE, individually and on behalf of all others similarly situated, Plaintiff—Appellant, v. U.S. CORRECTIONS, L.L.C. ; US Corrections, L.L.C. ; South East Employee Leasing, Incorporated, Defendants—Appellees.
• Court: U.S. Court of Appeals — Fifth Circuit

996 F.3d 302

Dana WHITE, individually and on behalf of all others similarly situated, Plaintiff—Appellant,

v.U.S. CORRECTIONS, L.L.C. ; US Corrections, L.L.C. ; South East Employee Leasing, Incorporated, Defendants—Appellees.

No. 19-51074

United States Court of Appeals, Fifth Circuit.

FILED May 3, 2021

Melissa Ann Moore, Esq., Curt Christopher Hesse, Moore & Associates, Houston, TX, for Plaintiff-Appellant.

Abtin Mehdizadegan, Mary E. Buckley, Cross, Gunter, Witherspoon & Galchus, Little Rock, AR, for Defendant-Appellee U.S. Corrections, L.L.C.

Heidi J. Gumienny, Senior Counsel, Gordon & Rees, L.L.P., Leslie A. Benitez, Gordon & Rees, L.L.P., Austin, TX, for Defendant-Appellee South East Employee Leasing, Incorporated.

Before Elrod, Duncan, and Wilson, Circuit Judges.

Cory T. Wilson, Circuit Judge:

Dana White filed suit on behalf of herself and other employees against her former employer, US Corrections, L.L.C. (USC), and two other entities, alleging an overtime-pay claim and a recordkeeping claim under the Fair Labor Standards Act (FLSA). The district court dismissed both claims under Rule 12(b)(6) and entered judgment in favor of USC and the company's payroll administrator, South East Personnel Leasing, Inc. (South East).¹

On appeal, White challenges the dismissal of her overtime-pay claim and, relatedly, the district court's denial of her motion for partial summary judgment.² Both rulings were grounded on the applicability of the Motor Carrier Act (MCA) exemption to White's overtime-pay claim. 29 U.S.C. §§ 207(a)(1), 213(b)(1). The district court concluded that the MCA exemption defeated White's claim. White contends that the Interstate Transportation of Dangerous Criminals Act of 2000 ("Jeanna's Act"), 34 U.S.C. §§ 60101 – 60104, precludes the applicability of the MCA exemption to her and others involved in transporting prisoners, such that they are not exempted from the FLSA's overtime-pay requirements.

We agree with the district court that the MCA exemption governs White's job with USC. But we nonetheless conclude that the district court erred when it dismissed White's overtime-pay claim at the pleading stage. We therefore reverse and remand for further proceedings.

I.

USC employed White as an extradition officer from June 2018 to January 2019. In that role, White transported prisoners between prisons and other facilities in passenger vans. White alleges she and other similarly-situated extradition officers often worked more than forty hours per week while employed at USC. She also alleges that she and others were not paid overtime for hours worked in excess of forty hours per week.

White filed the instant action against USC, South East, and U.S. Corrections, L.L.C.³ on April 5, 2019. In her complaint, White alleged the defendants failed to pay overtime compensation in violation of the FLSA, 29 U.S.C. § 207(a)(1), and likewise failed to maintain accurate time and pay records, id. § 211(c). South East filed an answer to White's complaint. USC filed a motion to dismiss White's claims under Federal Rule of Civil Procedure 12(b)(6) and attached two exhibits: (1) a Federal Register publication (USC's Notice of Approval from the Surface Transportation Board) and (2) information from the Federal Motor Carrier Safety Administration (FMCSA) Safety and Fitness and Electronic Records (SAFER) System.

USC asserted that White and other putative class members were excluded from the FLSA's overtime-pay requirements because their jobs fell within the MCA exemption, which excepts certain employees whose job duties affect the safety and operation of vehicles in transportation from earning overtime pay. 29 U.S.C. § 213(b)(1) ; see Levinson v. Spector Motor Serv. , 330 U.S. 649, 685, 67 S.Ct. 931, 91 L.Ed. 1158 (1947). To support this assertion, USC relied on facts purportedly substantiated by the exhibits attached to its dispositive motion. USC also contended that it was subject to the Department of Transportation's regulatory purview—a requirement for the MCA exemption to apply—under Jeanna's Act, which governs private prisoner transportation entities. 34 U.S.C. § 60103. As for White's recordkeeping claim, USC argued that no private cause of action existed for the alleged violation.

White opposed USC's motion, asserting that at the Rule 12(b)(6) stage, it was improper for the district court to consider matters outside of her complaint (i.e., USC's proffered exhibits and the factual statements predicated on them) to conclude that she was an exempt employee under the MCA exemption.⁴ She alternatively requested the district court either to "postpone disposition" until trial, allow the parties to conduct discovery, or grant her leave to file an amended complaint. South East filed an amended answer in lieu of its own dispositive motion, adopting USC's arguments and interposing the MCA exemption as an affirmative defense.

While USC's motion to dismiss was pending, White filed a separate motion for partial summary judgment. In her motion, White in essence argued the converse of USC's motion, namely that Jeanna's Act precluded the Department of Transportation's regulatory authority over private prisoner transportation companies, so that the MCA exemption could not apply to employees of private prisoner transportation companies. As a result, USC owed White and similarly-situated employees overtime pay for hours worked in excess of forty hours per week. USC opposed White's motion and attached a series of exhibits to its response.⁵ The district court referred both USC's motion to dismiss and White's motion for partial summary judgment to a magistrate judge for recommendation.

The magistrate's recommendations to the district court were a bit muddled. The magistrate recommended that USC's motion to dismiss be denied as to White's overtime-pay claim because White "alleged a plausible claim for relief under § 207(a)(1)." But somewhat inconsistently, the magistrate also concluded that "the MCA applies ... and [White's] overtime compensation claim under § 207(a)(1) fails as a matter of law and must be dismissed." As to White's recordkeeping claim under 29 U.S.C. § 211(c), the magistrate recommended that USC's motion to dismiss be granted. Finally, the magistrate recommended denying White's motion for partial summary judgment.

On November 18, 2019, the district court, without addressing the inconsistency in the magistrate judge's recommendations, accepted and adopted them.⁶ The district court entered an order that denied White's motion for partial summary judgment and granted USC's Rule 12(b)(6) motion to dismiss, concluding that Jeanna's Act did not preclude the application of the MCA exemption to employees of private prisoner transportation companies, the MCA exemption applied to White, and no private cause of action existed for White's recordkeeping claim. The district court then dismissed all of White's claims against all three defendants with prejudice. This appeal followed.

II.

A district court's grant of a Rule 12(b)(6) motion to dismiss is reviewed de novo. Vizaline, L.L.C. v. Tracy , 949 F.3d 927, 931 (5th Cir. 2020). We accept all well-pled facts as true, construing all reasonable inferences in the complaint in the light most favorable to the plaintiff. Heinze v. Tesco Corp. , 971 F.3d 475, 479 (5th Cir. 2020). "But we do not accept as true conclusory allegations, unwarranted factual inferences, or legal conclusions." Id. (internal quotation marks and citations omitted). "To survive a Rule 12(b)(6) motion to dismiss, a complaint ‘does not need detailed factual allegations,’ but must prove the plaintiff's grounds for entitlement to relief—including factual allegations in a complaint that when assumed to be true ‘raise a right to relief above the speculative level.’ " Cuvillier v. Taylor , 503 F.3d 397, 401 (5th Cir. 2007) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ).

III.

We first address White's argument that Jeanna's Act precludes application of the MCA exemption to private prisoner transportation companies and their employees.⁷ Then, with the controlling legal issue clarified, we discuss whether dismissal of White's overtime-pay claim was proper at the pleading stage.

A.

The first issue—whether Jeanna's Act renders the MCA exemption inapplicable to private prisoner transportation companies and their employees, such that they are not exempt from the FLSA's overtime-pay requirements—appears to be a question of first impression for this court. The district court found that the MCA exemption applied to White and employees like her, and we agree that the MCA exemption governs White's job with USC.

The FLSA ordinarily requires employers to pay overtime to employees who work in excess of forty hours per week. 29 U.S.C. § 207(a)(1). If an employer violates this rule, it is "liable to the employee or employees affected in the amount of their ... unpaid overtime compensation ... and in an additional equal amount as liquidated damages." Parrish v. Premier Directional Drilling, L.P. , 917 F.3d 369, 379 (5th Cir. 2019) (quoting 29 U.S.C. § 216(b) ). The overtime-pay rule is subject to several enumerated exemptions, however. See 29 U.S.C. § 213. "[T]he employer bears the burden to establish a claimed exemption" applies to the claimant. Olibas v. Barclay , 838 F.3d 442, 448 (5th Cir. 2016) (quoting Allen v. Coil Tubing Servs., L.L.C. , 755 F.3d 279, 283 (5th Cir. 2014) ).

Relevant here, the MCA exemption, 29 U.S.C. § 213(b)(1), provides that an employee is exempt from the FLSA's overtime pay requirement if "the Secretary of Transportation has power to establish qualifications and maximum hours of service pursuant to the provisions of section 31502 of Title 49." Section 31502, in turn, delineates "motor carrier[s]" and "motor private carrier[s]" as two types of employers entitled to the MCA exemption. 49 U.S.C. § 31502(b)(1), (b)(2). The Secretary of Transportation "need only possess the power to...