World Fuel Services v. Nambe Pueblo Development, CIV 18-0836 JB\SCY

CourtUnited States District Courts. 10th Circuit. District of New Mexico
Citation362 F.Supp.3d 1021
Docket NumberNo. CIV 18-0836 JB\SCY,CIV 18-0836 JB\SCY
Parties WORLD FUEL SERVICES, INC., Plaintiff, v. NAMBE PUEBLO DEVELOPMENT CORPORATION, Defendant.
Decision Date23 January 2019

Larry D. Maldegen, Comeau, Maldegen, Templeman & Indall, L.L.P., Santa Fe, New Mexico and Andrew D. Zaron, Ellen Ross Belfer, Jeremy L. Kahn, León Cosgrove LLP, Coral Gables, Florida, Attorneys for the Plaintiff.

Ronald J. Van Amberg, C. Bryant Rogers, VanAmberg, Rogers, Yepa, Abeita & Gomez, LLP, Santa Fe, New Mexico, Attorneys for the Defendant.

MEMORANDUM OPINION AND ORDER

JAMES O. BROWNING, UNITED STATES DISTRICT JUDGE

THIS MATTER comes before the Court on Defendant Nambe Pueblo Development Corporation's1 Motion to Dismiss, filed October 1, 2018 (Doc. 14)("Motion"). The Court held a hearing on December 21, 2018. The primary issues are: (i) whether the Court has subject matter jurisdiction over the case, wherein Plaintiff World Fuel Services, Inc. -- a non-Indian party -- asserts claims against Defendant Nambe Pueblo Development Corporation ("Nambe Corp."), an Indian party; (ii) whether the Court should consider the Motion as a rule 12(b)(1) or a rule 12(b)(6) of the Federal Rules of Civil Procedure motion and, based on the appropriate rule, whether the Court may consider an affidavit and other documents affixed to the Motion; (iii) whether Nambe Corp. and Nambe Pueblo are entitled to, or have waived, Tribal sovereign immunity; and (iv) whether World Fuel, who entered a Motor Fuel Supply Agreement (dated May 17, 2017), filed September 11, 2018 (Doc. 9-1)("Agreement"), with an Indian party, Nambe Corp., regarding fuel sales on Nambe Pueblo lands, must exhaust Tribal remedies before seeking relief in federal district court on its demand for arbitration of a dispute arising from the Agreement, when its claim arises under the Federal Arbitration Act, 9 U.S.C. §§ 1 - 16 ("FAA"), but there is no intra-Tribal dispute and there is no attempt to circumvent a pending parallel proceeding in Nambe Pueblo Tribal Court. The Court concludes that: (i) the Court has subject matter jurisdiction based on diversity; (ii) the Court considers the Motion under rule 12(b)(6) and, accordingly, does not rely on the documents affixed to the Motion, but does consider the documents attached to and referenced by the Complaint; (iii) both Nambe Corp. and Nambe Pueblo are entitled to Tribal sovereign immunity and Nambe Corp., but not Nambe Pueblo, waived Tribal sovereign immunity for the purposes of arbitration; and (iv) World Fuel must exhaust Tribal remedies before seeking relief in federal district court on its demand for arbitration, although there is no intra-Tribal dispute and there is no attempt to circumvent a pending parallel proceeding in Tribal Court, because no exceptions to the Tribal exhaustion doctrine's application apply and the Nambe Pueblo Tribal Court has colorable jurisdiction over the case. Accordingly, the Court stays the case pending World Fuel's exhaustion of Tribal Court remedies.

FACTUAL BACKGROUND

The Court draws its facts from World Fuel's Petition to Compel Arbitration Pursuant to Section 4 of the Federal Arbitration Act, filed August 31, 2018 (Doc. 1)("Complaint"). World Fuel then filed a Notice of Errata, in which World Fuel "respectfully notifies the Court and all parties that the Petition to Compel Arbitration Pursuant to Section 4 of the Federal Arbitration Act, filed electronically on August 31, 2018 and served on September 6, 2018, was inadvertently filed and served without Exhibits 1, 2 and 3." Notice of Errata at 1, filed September 11, 2018 (Doc. 9). Exhibit 1 is the Agreement, see Agreement at 1; Exhibit 2 is the Federal Corporate Charter Issued By the United States of America Department of the Interior Bureau of Indian Affairs to the Pueblo of Nambe for Nambe Pueblo Development Corporation at 6 (dated May 29, 1996), filed September 11, 2018 (Doc. 9-2)("Federal Charter"), and Exhibit 3 is a letter from World Fuel to Nambe Corp., addressed to Carlos Vigil ("C. Vigil"),2 in which World Fuel notifies Nambe Corp. of a dispute based on unpaid taxes Nambe Corp. allegedly owes to Alta Fuels3 under the Agreement, notifies Nambe Corp. of a demand letter Alta Fuels sent to Nambe Corp. demanding payment, and notifies Nambe Corp. of World Fuel's demand that the parties use binding arbitration to resolve the dispute. See Letter from Tim Bohall, Vice President, Credit & Risk, World Fuel Services, Inc., to Carlos Vigil, Nambe Pueblo Development Corporation (dated Aug. 8, 2018), filed September 11, 2018 (Doc. 9-3)("Aug. 8, 2018 Letter").

The Court accepts World Fuel's factual allegations in the Complaint, the Agreement, the Federal Charter, and the Aug. 8, 2018 Letter, as true for the limited purpose of deciding the Motion.4 See Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (" Iqbal")(clarifying the "tenet that a court must accept as true all of the [factual] allegations contained in a complaint")(citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ); Archuleta v. Wagner, 523 F.3d 1278, 1283 (10th Cir. 2008) (concluding that, in the motion to dismiss posture, a court must "accept as true all well-pleaded facts, as distinguished from conclusory allegations"). Generally, a complaint's sufficiency must rest on its contents alone. See Casanova v. Ulibarri, 595 F.3d 1120, 1125 (10th Cir. 2010) ; Gossett v. Barnhart, 139 F. App'x 24, 25 (10th Cir. 2005) (unpublished)("In ruling on a motion to dismiss, the district court is limited to the facts pled in the complaint.").5 Emphasizing this point, the United States Court of Appeals for the Tenth Circuit, in Carter v. Daniels, 91 F. App'x 83 (10th Cir. 2004) (unpublished), states: "When ruling on a Rule 12(b)(6) motion, the district court must examine only the plaintiff's complaint. The district court must determine if the complaint alone is sufficient to state a claim; the district court cannot review matters outside of the complaint." 91 F. App'x at 85. There are three limited exceptions to this general principle: (i) documents that the complaint incorporates by reference, see Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007) ; (ii) "documents referred to in the complaint if the documents are central to the plaintiff's claim and the parties do not dispute the documents' authenticity," Jacobsen v. Deseret Book Co., 287 F.3d 936, 941 (10th Cir. 2002) ; and (iii) "matters of which a court may take judicial notice," Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. at 322, 127 S.Ct. 2499. See Brokers' Choice of Am., Inc. v. NBC Universal, Inc., 861 F.3d 1081, 1103 (10th Cir. 2017) (holding that the district court did not err by reviewing a seminar recording and a television episode on a rule 12(b)(6) motion, which were "attached to or referenced in the amended complaint," central to the plaintiff's claim, and "undisputed as to their accuracy and authenticity"). The Tenth Circuit has held that written documents attached to a complaint as exhibits are "considered part of the complaint and may be considered in a Rule 12(b)(6) dismissal," unless the documents are affidavits. Hall v. Bellmon, 935 F.2d 1106, 1112 (10th Cir. 1991) (citations omitted). The Agreement, the Federal Charter, and the Aug. 8, 2018 Letter are all attached to the Complaint as exhibits and none are affidavits. See Notice of Errata at 1. World Fuel does not dispute the authenticity of the Agreement, Federal Charter,6 or Aug. 8, 2018 Letter, and the Complaint refers to all three. See Complaint ¶¶ 7, 10, 13, at 2-3. Following Hall v. Bellmon, the Agreement, the Federal Charter, and the Aug. 8, 2018 Letter are considered part of the Complaint and the Court may consider them in deciding the Motion.

With that understanding, World Fuel is a corporation organized and existing under the laws of the State of Texas, qualified to do business in the State of New Mexico, and with its principal place of business in the County of Miami-Dade, State of Florida. See Complaint ¶ 1, at 1. Nambe Corp. is a "federally chartered corporation organized under the laws of the United States, pursuant to 25 U.S.C. § 477, with its principal place of business located in Santa Fe, New Mexico." Complaint ¶ 3, at 1. Nambe Pueblo wholly owns Nambe Corp. See Federal Charter at 2 ("The Pueblo of Nambe is the sole shareholder and no physical shares [of Nambe Corp.] are issued."). The amount in controversy exceeds $ 75,000.00. See Aug. 8, 2018 Letter at 1 (stating that Nambe Corp. owes World Fuel unpaid taxes of $ 1,929,486.18). The Court has jurisdiction over the Complaint based on diversity, pursuant to 28 U.S.C. § 1332(a)(1), "because (a) the matter in controversy exceeds the sum or value of $ 75,000.00, exclusive of interest and costs, and (b) World Fuel is a citizen of the States of Texas and Florida, and [Nambe Corp.] is a citizen of the State of New Mexico." Complaint ¶ 5, at 2. Venue is proper pursuant to 28 U.S.C. § 1391(b)(1), because Nambe Corp. resides in New Mexico and the events giving rise to the Complaint occurred in New Mexico. See Complaint ¶ 6, at 2.

World Fuel is engaged in, among other things, supplying petroleum fuel to distributors. See Complaint ¶ 2, at 1. Nambe Corp. is engaged in the tourism and gasoline business, and operates the Nambe Falls Travel Center, where Nambe Corp. operates a gasoline station. See Complaint ¶ 4, at 2. World Fuel and Nambe Corp. entered into a ten-year contractual relationship with a term from May 17, 2017, through May 16, 2027, providing that Nambe Corp. would purchase World Fuel branded and unbranded fuels, including alternative or biofuels (collectively, "Motor Fuel") from World Fuel, for its Nambe Falls Travel Center gasoline station, located on Tribal lands. Complaint ¶ 7, at 2; Agreement ¶ A, at 1.7 The parties memorialized the contractual agreement in the Agreement,...

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