Spooner Petroleum Company, Inc. v. Utsey et al

Filing 31

Order denying 23 MOTION to Dismiss for Lack of Jurisdiction. Defendants' Response to the 4 Motion for Preliminary Injunction is due by 6/18/2015. Defendants' answer to the Complaint is due by 6/25/15. Signed by Chief Judge William H. Steele on 6/11/2015. (tgw)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
SPOONER PETROLEUM
COMPANY, INC.,
Plaintiff,
v.
JOHN J. UTSEY, et al.,
Defendants.

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CIVIL ACTION 15-0237-WS-B

ORDER
This matter comes before the Court on defendants’ Motion to Dismiss (doc. 23) pursuant
to Rules 12(b)(1) and 12(b)(6), Fed.R.Civ.P. The Motion has been briefed and is now ripe for
disposition on an expedited basis.
I.

Relevant Background.
Plaintiff, Spooner Petroleum Company, brought this action in this District Court against

defendants, John J. Utsey, Julie W. Utsey, John Jefferson Utsey Investments, LLC, and Treobye
B. Utsey, as Trustee of the William L. Utsey Grandchildren’s Trust. Well-pleaded factual
allegations in the Complaint reflect that Spooner is preparing to conduct a “geophysical 3D
seismic survey” exploring for prospective oil and gas properties in a 65 square-mile area near the
City of Butler in Choctaw County, Alabama (the “Butler Survey”). (Doc. 1, ¶ 13.) The
Complaint further alleges that “Spooner and its partners have spent approximately $2.2 million
in leases, permits and other project costs in preparation for the survey,” including obtaining
permits from more than 600 individual surface owners. (Id., ¶ 14.)
According to the Complaint, a major obstacle to Spooner’s ability to move forward with
the Butler Survey is that defendants own 21 tracts of real property (the “Utsey Tracts”) located
near the geographical center of the Butler Survey. (Id., ¶¶ 12, 15.) Spooner alleges that it has
obtained mineral permits and/or leases executed by mineral rights owners for each of those
parcels, and that such permits and leases confer upon it a right to acess the surface of the Utsey

Tracts to conduct the Butler Survey, but that defendants have nonetheless refused to allow
Spooner onto those tracts. (Id., ¶¶ 16-19.) Spooner alleges that this state of affairs places it in a
bind because (i) the mineral permits and oil/gas/mineral leases it has obtained at great expense to
conduct the Butler Survey have a limited shelf life, with expiration dates looming “soon,” and
(ii) because of “the central location and large size” of the Utsey Tracts, seismic data from those
tracts “is essential to providing a complete and accurate seismic survey of the area.” (Id., ¶¶ 15,
24.)
This brings us to the relief sought by Spooner. In Count One of the Complaint, Spooner
requests a preliminary and permanent injunction compelling defendants to “immediately allow
Spooner and/or its surveying contractors access to the [Utsey Tracts] for the purpose of
conducting its seismic surveying work and further preventing the Defendants and said other
individuals from interfering, in any way, with the surveying work.” (Id. at 9.) In Count Two,
Spooner seeks a declaratory judgment that it is entitled to access the Utsey Tracts to perform the
Butler Survey. (Id.) And in Count Three, Spooner claims damages pursuant to the following
allegations: “The Butler Survey must be accomplished now. Without access to the [Utsey
Tracts], Spooner is incurring and will continue to incur damages. Permit crews and survey crews
cannot commence their work without access to the Subject Property.” (Id., ¶ 32.)
On May 7, 2015, one day after filing the Complaint, Spooner filed a Motion for
Preliminary Injunction (doc. 4) and supporting Brief (doc. 5). In those filings, Spooner reiterated
that it has spent more $2.2 million on the Butler Survey to date, that Spooner holds valid mineral
permits and/or oil and gas leases covering each of the Utsey Tracts, that defendants have
nonetheless refused to allow Spooner access to the Utsey Tracts, and that Spooner will be
irreparably harmed if defendants continue to bar it from accessing the Utsey Tracts because those
permits and leases will expire in the near future. The Court entered an expedited briefing
schedule on the Motion for Preliminary Injunction. (See doc. 9.) On May 22, 2015, the final day
of that briefing period, defendants filed their Motion to Dismiss (doc. 23), challenging the
existence of federal jurisdiction and particularly focusing on the requisite amount in controversy.
(The Motion to Dismiss also asserts that the Complaint fails to state a claim for damages.)
Briefing on the Motion for Preliminary Injunction was suspended until such time as the
jurisdictional issue can be resolved. (See doc. 26.)

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II.

Analysis.
A.

The Amount-in-Controversy Requirement.
1.

Legal Standard.

The Complaint predicated federal subject matter jurisdiction on the diversity provisions
of 28 U.S.C. § 1332. (Doc. 1, ¶ 9.) Pursuant to that statute, federal courts have original
jurisdiction over all civil actions between citizens of different states where the amount in
controversy exceeds the sum or value of $75,000, exclusive of interest and costs. See
Underwriters at Lloyd’s, London v. Osting-Schwinn, 613 F.3d 1079, 1085 (11th Cir. 2010) (“For
federal diversity jurisdiction to attach, all parties must be completely diverse … and the amount
in controversy must exceed $75,000.”) (citations omitted). “In light of the federalism and
separation of powers concerns implicated by diversity jurisdiction, federal courts are obligated to
strictly construe the statutory grant of diversity jurisdiction … [and] to scrupulously confine their
own jurisdiction to the precise limits which the statute has defined.” Morrison v. Allstate Indem.
Co., 228 F.3d 1255, 1268 (11th Cir. 2000) (citations omitted); see also Osting-Schwinn, 613 F.3d
at 1086 (similar).
The focal point of defendants’ jurisdictional attack is the amount-in-controversy prong of
§ 1332. To be sure, the Complaint alleges that “[t]he amount in controversy exceeds $75,000.”
(Doc. 1, ¶ 9.) The Eleventh Circuit has observed that “[a] plaintiff satisfies the amount in
controversy requirement by claiming a sufficient sum in good faith.” Federated Mut. Ins. Co. v.
McKinnon Motors, LLC, 329 F.3d 805, 807 (11th Cir. 2003); see also Wellington v. Royal
Caribbean Cruises, Ltd., 511 Fed.Appx. 974, 977 (11th Cir. Mar. 8, 2013) (similar). Here,
however, Spooner does not identify a specific sum of damages, and its allegations concerning the
amount in controversy relate to the value of its claims for declaratory and injunctive relief. For §
1332 jurisdiction to lie in that context, “the party seeking to invoke federal jurisdiction bears the
burden of proving by a preponderance of the evidence that the claim on which it is basing
jurisdiction meets the jurisdictional minimum.” McKinnon Motors, 329 F.3d at 807; see also
SUA Ins. Co. v. Classic Home Builders, LLC, 751 F. Supp.2d 1245, 1248 (S.D. Ala. 2010) (“This
preponderance-of-the-evidence standard applies to declaratory judgment actions brought in
federal court…. This makes sense, given that a declaratory judgment plaintiff does not seek
damages at all and thus does not seek a determinate amount of damages.”). Thus, the critical
question underlying the jurisdictional challenge is whether Spooner has shown by a

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preponderance of the evidence that the amount in controversy exceeds $75,000, exclusive of
interest and costs.
Where, as here, a plaintiff’s claims sound in declaratory or injunctive relief, “the amount
in controversy is the monetary value of the object of the litigation from the plaintiff’s
perspective.” McKinnon Motors, 329 F.3d at 807 (citation omitted).1 “In other words, the value
of the requested injunctive relief is the monetary value of the benefit that would flow to the
plaintiff if the injunction were granted, … or, conversely, the losses that will follow from not
obtaining the injunction.” Mixon v. Nationstar Mortg., LLC, --- F. Supp.3d ----, 2014 WL
6773933, *1 (S.D. Ala. Dec. 2, 2014) (citations and internal quotation marks omitted).
2.

The Value of the Declaratory/Injunctive Relief Sought.

Spooner’s argument for satisfying the amount-in-controversy requirement is
straightforward. Specifically, plaintiff alleges (and presents evidence) that, as of April 2015, it
had expended more than $2.2 million on preparations for the Butler Survey, inclusive of oil and
gas leases, surface and mineral permits, and overhead costs. (McElroy Second Supp. Aff. (doc.
28, Exh. 1), ¶ 4.)2 Notwithstanding these out-of-pocket expenses, Spooner’s evidence shows that
the Butler Survey cannot go forward without access to the Utsey Tracts. In particular, Spooner’s
Land Manager, Bob McElroy, avers that the Utsey Tracts are “crucial to the Butler Survey;” that
without access to same, Spooner “will be required to terminate[] all, or much of, the Butler
Survey;” and that Spooner suspended all work on the Butler Survey on May 1, 2015 precisely
because of defendants’ denial of access. (Id., ¶ 5.) As McElroy explains, “It is the significant
1

See also South Florida Wellness, Inc. v. Allstate Ins. Co., 745 F.3d 1312, 1315-16
(11 Cir. 2014) (“We have held that for amount in controversy purposes, the value of injunctive
or declaratory relief is the value of the object of the litigation measured from the plaintiff’s
perspective.”) (citation and internal marks omitted); Ericsson GE Mobile Communications, Inc.
v. Motorola Communications & Electronics, Inc., 120 F.3d 216, 218 (11th Cir. 1997) (“Because
EGE sought only declaratory and injunctive relief, it is well established that the amount in
controversy is measured by the value of the object of the litigation.”) (citations and internal
quotation marks omitted).
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2

Plaintiff itemizes these out-of-pocket expenditures as follows: (i) $544,279 paid
to mineral owners and to third parties to examine title and purchase oil and gas leases; (ii)
$1,148,396 paid for surface permits, mineral permits, and landmen and agents involved in the
title-checking and acquisition of same; and (iii) $565,611 for geological/geophysical/land studies
for the Butler Survey, as well as other associated research and overhead expenses. (Id.)

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size and central location of the Defendants’ lands that create this complete block to the Butler
Survey.” (Id., ¶ 9.)3 If the Butler Survey cannot proceed in the near future, Spooner shows, it
will lose all or substantially all of its $2.2 million investment in the project, including more than
$868,000 in surface permits that will expire between March 2016 and October 2016, as well as
more than $439,000 in mineral permits that will expire between April 2016 and October 2016.
(McElroy Supp. Aff. (doc. 28, Exh. 3), ¶ 3.)4
In a nutshell, then, Spooner’s position is that the $75,000 jurisdictional threshold is
satisfied by a wide margin because (i) it has invested more than $2.2 million in the Butler
Survey; (ii) the Utsey Tracts are so important to the Butler Survey that all or much of the project
will have to be scuttled unless this Court grants an injunction allowing Spooner access to same;
and (iii) the leases and permits will expire next year, thereby forfeiting Spooner’s seven-figure
investment unless the Butler Survey has been completed. Taken in the aggregate, Spooner’s
3

The opinions of Bob McElroy are buttressed by those of Charles Morrison, a
consulting geophysicist with 44 years’ experience who is working with Spooner on the Butler
Survey. (Morrison Aff. (doc. 28, Exh. 2), ¶ 1.) Based on his analysis, Morrison opines that, with
regard to the Utsey Tracts, “the lack of access dramatically and detrimentally affects the
proposed survey” (id., ¶ 5) in a technical manner that he explains, including his conclusion that
such lack of access “destroys imaging over at least 50% of the perceived prospective areas” (id.).
According to Morrison, “if Spooner is unable to access the Utsey tracts, I would recommend a
complete abandonment of the entire program or at least the N½ of same.” (Id.)
4

Defendants note that they “would welcome an opportunity to take depositions to
show that data from the Utseys’ parcels is not ‘essential’” to the Butler Survey. (Doc. 30, at 7.)
The Court declines to allow such an opportunity antecedent to ruling on the Rule 12(b)(1)
Motion for several reasons. First, defendants offer nothing to counter the unambiguous, detailed
affidavits of McElroy and Morrison other than a vague “we-don’t-believe-you” protestation.
They do, not for example, offer any geophysicist testimony to rebut Morrison’s specific showing
of the centrality of the Utsey Tracts to Spooner’s ability to proceed with the Butler Survey in a
meaningful fashion. As postured, then, defendants’ request for jurisdictional discovery appears
tantamount to a mere fishing expedition. Second, nothing in this Order is or should be construed
as a final ruling on the merits. Defendants will have a full and fair opportunity to conduct
discovery on all merits issues as the case progresses. Third, recall that Spooner has filed a
Motion for Preliminary Injunction and claims to be suffering irreparable harm by virtue of the
Utseys’ blockage of access to the Utsey Tracts. Judicial consideration of that P.I. Motion has
been necessarily delayed pending defendants’ jurisdictional challenge. Allowing the requested
depositions here would further stall the Motion for Preliminary Injunction, perhaps beyond a
point where injunctive relief would or could be effective. For all of these reasons, the
jurisdictional discovery to which defendants allude is not appropriate.

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evidence and argument demonstrate that the value of the injunctive relief claimed in this action is
the full $2.2 million invested in the Butler Survey, because Spooner stands to lose the full
amount of that investment unless an injunction is granted. This is a compelling, detailed
showing that, on its face, satisfies Spooner’s burden of demonstrating jurisdiction by a
preponderance of the evidence.
3.

Defendants’ Counterarguments.

Nonetheless, defendants fire back with a host of counterarguments.5 Three warrant
examination in the context of the pending Rule 12(b)(1) Motion.
First, defendants rely on a pre-litigation settlement offer from Spooner as proof that the
amount in controversy is far below the $75,000 benchmark. In particular, defendants’ evidence
is that Spooner’s agents (or “land men”) contacted defendant John J. Utsey in November 2014
and again in March 2015 with a settlement proposal, and that on each occasion Spooner offered a
payment of $10 per acre, or the collective sum of $28,895, for access to the Utsey Tracts during
the Butler Survey. (Utsey Aff. (doc. 24, Exh. A), ¶¶ 5-7.) “Offers of settlement or demand
letters are relevant and may be considered in evaluating the § 1332 amount in controversy …;
however, their utility varies widely depending on the circumstances.” Montgomery v. Food
Giant Supermarkets, Inc., 2014 WL 5307890, *2 (S.D. Ala. Oct. 16, 2014); see also Burns v.
Windsor Ins. Co., 31 F.3d 1092, 1097 (11th Cir. 1994) (“While this settlement offer, by itself,
5

Many of those contentions appear to be a premature attempt to debate the merits
of the case, which is not appropriate at the Rule 12(b)(1) stage. The Court well understands and
appreciates defendants’ position that Spooner is not legally entitled to access the Utsey Tracts for
purposes of the Butler Survey, that Spooner has “zero right” to access four of the 21 parcels at
issue, that Spooner lacks required leases or permits for some or all of those tracts, and that
Spooner is attempting to force defendants to convey certain legal interests in property to it.
There will come a time to explore and address these merits issues; however, that time is not a
Rule 12(b)(1) jurisdictional challenge filed at the outset of the lawsuit while a time-sensitive
Motion for Preliminary Injunction is in play. Moreover, defendants’ insistence that “Spooner
will unquestionably never obtain 100% surface access to all the acreage in issue” (doc. 24, at 10)
and that Spooner is demanding “surface access to every single surface acre at issue” (id. at 11)
unhelpfully exaggerates plaintiff’s position. Plaintiff has never maintained that it requires access
to ever acre of land within the Butler Survey area in order to perform its work; instead, it has
argued and shown only that the Butler Survey cannot proceed where, as here, Spooner has been
categorically denied access to the entirety of the large, interlocking, centrally located blocks of
land comprising the Utsey Tracts. That is a very different theory than defendants’ formulation
would suggest.

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may not be determinative, it counts for something.”). Citing this line of authorities, defendants
conclude that “[i]n the face of its pre-suit settlement offer to all Defendants collectively of
$28,895 for surface access to all 21 parcels and 2,589.50 aces, any attempt now to claim that
more than $75,000 is at issue as to each of the seven Defendants is implausible on its face.”
(Doc. 24, at 20.)
Defendants’ argument is unpersuasive because it compares apples to oranges. The
$10/acre payment that Spooner’s agents offered the Utseys was an attempt to “buy peace” from
what it perceived to be obstructionist surface owners who were preventing Spooner from
exercising its claimed rights under previously acquired mineral permits. (McElroy Second Supp.
Aff., ¶ 3.) That offer cannot logically be equated to the value to Spooner of the injunctive relief
it seeks in this litigation. The “buy peace” payment offer was in an amount calculated (from
plaintiff’s standpoint) to mollify a recalcitrant surface owner. It had no logical bearing on or
relationship to the financial consequences to Spooner of exclusion of access to the Utsey Tracts.
By contrast, Spooner’s evidence is that, without an injunction, the entire Butler Survey will fail
and its entire multi-million dollar investment will go down the drain. Stated differently, plaintiff
has shown that, from its perspective, the fate of the Butler Survey is hanging in the balance. As
such, the proper valuation of the injunctive relief it seeks from defendants is the amount Spooner
stands to lose if the project fails (which, according to plaintiff’s evidence, it will if no injunction
is entered). Spooner’s token offer of payment to John J. Utsey to persuade his family to allow
Spooner to exercise its alleged rights under pre-existing permits bears no meaningful nexus to
the value (from Spooner’s perspective) of the injunctive relief sought. In short, the Court
concludes that, in the specific circumstances and context of this case, the settlement offers on
which defendants rely are of negligible utility in fixing the amount in controversy for § 1332
purposes.6

6

Equally unavailing is defendants’ assertion that subject matter jurisdiction is
lacking because Spooner “makes no showing why the Utseys should have to bear the burden of
being haled into federal court with jurisdiction being based on the entire value of the whole
project rather than on the value of access to their land.” (Doc. 30, at 7.) Spooner has indeed
made that showing. Indeed, Spooner’s evidence demonstrates that the benefit to plaintiff of the
requested injunction is not simply the ability to access the Utsey Tracts (as to which the $28,895
settlement offer may be a reasonable indicator of valuation), but is rather the ability to proceed
with the Butler Survey altogether. Again, “the amount in controversy is the monetary value of
(Continued)
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Second, defendants assert that Spooner has failed to establish the amount in controversy
because it improperly aggregates claims across seven defendants. As a general proposition, it is
correct that “a plaintiff may not aggregate claims against multiple defendants to satisfy a
minimum amount in controversy.” Indiana Lumbermens Mut. Ins. Co. v. Lumber One Wood
Preserving, LLC, --- F. Supp.3d ----, 2014 WL 4681773, *2 (N.D. Ala. Sept. 16, 2014).7 The
Court harbors significant reservations about whether that general rule applies here, simply
because Spooner does not appear to have asserted “separate and distinct” claims against each
defendant. The defendants – John J. Utsey, Julie W. Utsey, John Jefferson Utsey Investments,
LLC, and Treobye B. Utsey, as Trustee of the William L. Utsey Grandchildren’s Trust – are all
related individuals and entities alleged to have acted in a singular, concerted manner (by and
through John J. Utsey) to deny Spooner access to the Utsey Tracts. In making such refusals,
defendant John J. Utsey appears to have acted as the sole spokesperson and agent for all
defendants.8 By all appearances, defendants acted as a unified collective in rebuffing Spooner’s
attempts to access the Utsey Tracts. Thus, it is not at all clear that the disaggregation rule
properly applies. Certainly, defendants have made no attempt to show that the claims against
each of them should be viewed as “separate and distinct” for purposes of this rule.

the object of the litigation from the plaintiff’s perspective.” McKinnon Motors, 329 F.3d at 807.
Plaintiff shows that the entire project hinges on its ability to access the Utsey Tracts, and that it
stands to lose most or all of its $2.2 million investment unless an injunction is granted. Under
these circumstances, “the object of the litigation” is not simply the ability to access the Utsey
Tracts, but rather the ability to proceed with the Butler Survey at all. As such, federal
jurisdiction is properly based on the value of the project rather than the cost, in isolation, of
accessing the Utsey Tracts themselves.
7

See also Jewell v. Grain Dealers Mut. Ins. Co., 290 F.2d 11, 13 (5th Cir. 1961)
(“The general rule with respect to the aggregation of the claims of a plaintiff against two or more
defendants is that where a suit is brought against several defendants asserting claims against each
of them which are separate and distinct, the test of jurisdiction is the amount of each claim, and
not their aggregate.”); Jackson v. St. Jude Medical Neuromodulation Div., 2014 WL 4693237, *4
(M.D. Fla. Sept. 22, 2014) (“Simply put, where a plaintiff names multiple defendants in a single
action and asserts separate and distinct claims against each defendant, the amount in controversy
must exceed $75,000 for each claim.”).
8

Indeed, plaintiff’s evidence is that John J. Utsey expressly informed Spooner’s
agent, Bob McElroy, “that he speaks for all these groups so he is the common denominator in the
access refusal.” (McElroy Second Supp. Aff., ¶ 8.)

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Even assuming that the general prohibition on aggregation of claims does apply here,
defendants’ jurisdictional challenge would nonetheless fail. To demonstrate the point, plaintiff
has separated the Utsey Tracts into three groups, to-wit: (i) parcels owned jointly by defendants
John J. Utsey and Julie Utsey; (ii) parcels owned by defendant John Jefferson Utsey Investments,
LLC; and (iii) parcels owned by the William L. Utsey Grandchildren’s Trust (the trustee of
which is also a defendant). Plaintiff’s evidence is that each group of tracts (i.e., the set of parcels
in the Butler Survey area whose surface rights are owned by each defendant individually or
jointly with other defendants) is sufficient “to completely stop the Butler Survey or create severe
gaps in the data collection which could result in information that is not reliable to use.”
(McElroy Second Supp. Aff., ¶ 8.)9 These facts demonstrate that the value to Spooner of the
injunctive relief sought as to each defendant exceeds the sum of $75,000, even without
aggregation, because each defendant owns or controls sufficient parcels to derail the Butler
Survey in the absence of injunctive relief. Accordingly, after careful examination of the parties’
submissions, the Court concludes that Spooner has shown by a preponderance of the evidence
that the § 1332 jurisdictional threshold is satisfied as to each defendant. Defendants’ objection
that Spooner has improperly aggregated the amount in controversy across multiple defendants
lacks factual or legal support.
Third and finally, defendants take issue with Spooner’s allegation that it has spent more
than $2.2 million on the Butler Survey. Specifically, defendants posit that “no money has been
paid to landowners granting Spooner permission to conduct its seismic surveys” and that
“Spooner has not yet paid over any money for such permits.” (Doc. 24, at 5.) Considerable
record evidence is to the contrary; indeed, plaintiff has itemized out-of-pocket expenses of
$2,258,269 on the Butler Survey, and presented evidence that “Spooner did pay for each surface
permit at the time [it was] acquired.” (McElroy Second Supp. Aff., ¶¶ 3, 4.) Defendants offer

9

This evidence is corroborated by the opinions of Charles Morrison (the consulting
geophysicist working for Spooner on the Butler Survey) that (i) omitting from the Butler Survey
either the group of parcels owned by John and Julie Utsey or the group of parcels owned by the
defendant LLC would “completely destroy the viability of this program,” and (ii) omitting from
the Butler Survey the group of parcels owned by the Trust “would also cause a severe
detrimental effect on the data” and compromise the integrity of the Butler Survey. (Morrison
Aff., ¶ 6.)

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no meaningful rebuttal, just their ipse dixit that this evidence is false.10 Plaintiff has satisfied its
burden of showing by a preponderance of the evidence that it in fact expended those funds on the
Butler Survey; therefore, defendants’ efforts to discredit Spooner’s evidence that it stands to lose
more than $75,000 unless it obtains injunctive relief are unavailing.
B.

Rule 12(b)(6) Challenge to Count Three.

In the alternative, defendants contend that Count Three (the damages claim) of the
Complaint fails to state a claim upon which relief may granted, and that it should therefore be
dismissed pursuant to Rule 12(b)(6), Fed.R.Civ.P.
Defendants invoke the Twombly standard, which provides that a plaintiff must plead
“enough facts to state a claim to relief that is plausible on its face,” so as to “nudge[ ][its] claims
across the line from conceivable to plausible.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544,
570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). “A claim has facial plausibility when the plaintiff
pleads factual content that allows the court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173
L.Ed.2d 868 (2009) (citation omitted). “This necessarily requires that a plaintiff include factual
allegations for each essential element of his or her claim.” GeorgiaCarry.Org, Inc. v. Georgia,
687 F.3d 1244, 1254 (11th Cir. 2012). Thus, minimum pleading standards “require [ ] more than
labels and conclusions, and a formulaic recitation of the elements of a cause of action will not
do.” Twombly, 550 U.S. at 555. As the Eleventh Circuit has explained, Twombly / Iqbal
principles require that a complaint’s allegations be “enough to raise a right to relief above the
speculative level.” Speaker v. U.S. Dep’t of Health and Human Services Centers for Disease
Control and Prevention, 623 F.3d 1371, 1380 (11th Cir. 2010) (citations omitted). “To survive a
12(b)(6) motion to dismiss, the complaint does not need detailed factual allegations, ... but must
give the defendant fair notice of what the plaintiff’s claim is and the grounds upon which it
10

Defendants’ sole showing on this point is an unexecuted Seismic Permit Request
containing preprinted language that Spooner agreed to pay $10 per acre “[i]n the event we
conduct our operations across your property,” and that “payment will not be due” if the seismic
work is canceled. (Doc. 24, Exh. A-3.) Defendants seize on this language to argue that no
money changed hands in the permitting process. The trouble is that Spooner has attached to its
Complaint numerous examples of executed Seismic Permit Requests and leases that do not
contain the quoted language. (See doc. 1, at Exh. B.) Defendants also overlook the numerous
other documented out-of-pocket expenses incurred by Spooner, aside from permits themselves.

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rests.” Randall v. Scott, 610 F.3d 701, 705 (11th Cir. 2010) (citations and internal quotation
marks omitted).
Defendants’ position is that Count Three lacks plausibility because “Spooner’s Complaint
fails to allege any wrongdoing by any Defendant.” (Doc. 24, at 15.) Such a reading of the
Complaint is unreasonable. On its face, the Complaint alleges that “Spooner owns rights to
perform seismic surveying under each tract within the Subject Property,” meaning the Utsey
Tracts. (Doc. 1, ¶ 16.) On its face, the Complaint further alleges that, as a matter of Alabama
law, Spooner “has the right to reasonably use the surface of the Subject Property to conduct its
seismic survey.” (Id., ¶ 17.) On its face, the Complaint alleges that defendants have repeatedly
refused to allow Spooner access to the Utsey Tracts and have indicated that “Spooner would not
be permitted access under any circumstances.” (Id., ¶ 19.) And on its face, the Complaint
alleges that Spooner’s crews “cannot commence their work without access to the Subject
Property.” (Id., ¶ 32.) Contrary to defendants’ characterization, these and other allegations in
the Complaint clearly set forth a plausible claim of wrongdoing by defendants in interfering with
Spooner’s valid property rights in the subject parcels.11 Plaintiff’s Complaint satisfies Twombly
because it states a plausible claim of wrongdoing by defendants, resulting in damages.
III.

Conclusion.
For all of the foregoing reasons, defendants’ Motion to Dismiss (doc. 23) is denied in its

entirety. Defendants are ordered to file a response to the pending Motion for Preliminary
Injunction (doc. 4) by no later than June 18, 2015. Defendants’ answer to the Complaint must
be filed on or before June 25, 2015.
DONE and ORDERED this 11th day of June, 2015.
s/ WILLIAM H. STEELE
CHIEF UNITED STATES DISTRICT JUDGE
11

The Court understands, of course, that defendants deny having engaged in any
wrongdoing; that defendants deny Spooner’s claims of a legal right to access the subject parcels;
and that defendants maintain they merely rejected an offer by Spooner (as was their right) to
purchase certain access rights to their lands. A Rule 12(b)(6) motion is not the time to hash out
competing views of the merits of the case; rather, the Court’s sole inquiry is whether the
Complaint as filed states a plausible claim for relief. That question is readily answered in the
affirmative here.

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