Mcardle Family Partnership v. Antero Resources Corporation et al
Filing
236
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO RESOURCES CORPORATION'S PARTIAL MOTION TO DISMISS AND/OR STRIKE CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS ACTION COMPLAINT (ECF NO. 98 ). Antero's partial motion to dismiss is GRANTED IN PART and DENIED IN PART, and the motion to strike is DENIED [ECF No. 98]. Signed by Chief District Judge Thomas S Kleeh on 3/26/2024. (dk)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
MCARDLE FAMILY PARTNERSHIP,
Plaintiff,
v.
CIVIL NO. 1:22-CV-01
(KLEEH)
ANTERO RESOURCES CORPORATION,
KEY OIL COMPANY, and
FRANKLIN L. BUTLER,
Defendants.
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR
STRIKE CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL
AND CLASS ACTION COMPLAINT [ECF NO. 98]
Pending
before
Corporation’s
the
Partial
Court
Motion
is
to
Defendant
Dismiss
Antero
and/or
Resources
Strike
Class
Allegations of the Second Amended Individual and Class Action
Complaint [ECF No. 98].
For the reasons discussed herein, the
partial motion to dismiss is GRANTED IN PART and DENIED IN PART,
and the motion to strike is DENIED.
The
following
Individual
Complaint”).
and
facts
Class
I.
FACTS
are
taken
Action
from
Complaint
the
(the
Second
Amended
“Second
Amended
For purposes of analyzing the motion to dismiss, the
Court assumes that they are true.
The Plaintiff, the Mcardle Family Partnership (“Plaintiff”),
owns mineral royalty interests in various mineral estates situate
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
in Doddridge County, West Virginia.
95, at ¶ 1.
Second Am. Compl., ECF No.
Defendant Antero Resources Corporation (“Antero”)
operated and developed certain Marcellus Shale oil and gas estates
in which Plaintiff possesses an interest.
Id. ¶ 2.
Defendant Key
Oil Company (“Key Oil”) operated and developed certain shallow
well oil and gas estates in which Plaintiff possesses an interest.
Id. ¶ 3.
Defendant Franklin L. Butler (“Butler”) “is a party to
this litigation in his capacity as a purported indispensable party
solely within the context of Count [Two].”
Id. ¶ 4.
Plaintiff
alleges that Antero and Key Oil are liable for underpayment,
nonpayment,
and
untimely
payment
of
oil
and
gas
royalties.
Plaintiff also brings class action claims against Antero only.
By assignment recorded May 9, 2008, Plaintiff became vested
with a 1/16 gross income overriding royalty interest in portions
of what is collectively referred to as the Corlis P. Hudson lease,
an approximately 491-acre mineral leasehold estate situate in the
Central District of Doddridge County.
Id. ¶ 18.
Pursuant to the
overriding royalty payment language, Plaintiff is to be paid “onesixteenth (1/16) of the gross income derived from the sale of oil
and gas from the aforesaid leases and/or any and all wells which
may
be
drilled
operation,
thereupon,
maintenance
or
free
from
costs
of
abandonment . . . .”
2
exploration,
Id.
¶
21.
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
Plaintiff has received partial payment associated with the Hudson
1/16 gross overriding royalty interest, but only on a “net” basis,
after Antero took substantial, unwarranted deductions.
Plaintiff
which
were
previously held corporately by James Drilling Corporation.
Id.
¶ 23.
also
acquired
additional
interests
Id. ¶ 22.
Specifically, by assignment recorded May 9, 2008, Plaintiff
became vested with interests in the following leasehold estates:
(1) the approximately 491-acre Hudson lease, (2) the approximately
34-acre W.D. Towner lease situate in the Central District of
Doddridge County, and (3) the approximately 97-acre Stone lease
situate in the Central District of Doddridge County.
Id. ¶ 24.
The Hudson corporate net profits interest is to be paid to
Plaintiff as follows: “an amount equal to [1/64] of the gross
income from all oil and/or gas which may be produced and sold by
virtue of said leases, free from costs of exploration, operation,
maintenance or abandonment.”
Id. ¶ 25.
royalty
Plaintiff
is
to
be
paid
to
The Towner overriding
as
follows:
“free
of
cost . . . a one-thirty-second (1/32) interest in all oil or gas
produced from any and all wells drilled on the aforesaid tract of
real estate, which interest is called or known as an over-ride,
free and clear of all drilling, equipping and operating, and to
pay to, or see that said income, if any, is paid direct to said
3
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
first party.”
Id. ¶ 27.
The Stone overriding royalty is to be
paid to Plaintiff as follows: “free of cost . . . a one-thirtysecond (1/32) interest in all oil or gas produced from any and all
wells drilled on the aforesaid tract of real estate, which interest
is called or known as an over-ride, free and clear of all drilling,
equipping and operating, and to pay to, or see that said income,
if any, is paid direct to said first party.”
Id. ¶ 29.
Key Oil has drilled numerous shallow wells pursuant to the
underlying
leasehold
interests
identified,
and
Antero
has
similarly drilled on the underlying Stone, Hudson, and Towner
leases, portions of which Antero acquired from Key Oil.
Id. ¶ 33.
Despite Key Oil’s activities on the site, Key Oil has failed to
pay royalties on production therefrom.
Id. ¶ 35.
Plaintiff has
not been paid any royalties on the Hudson corporate net profits
interest, the Towner lease, or the Stone lease.
Id. ¶¶ 26, 28,
30, 57.
Plaintiff proposes the following class definition:
The “Class”
Persons
and
entities,
including
their
respective successors and assigns, to whom
Antero has paid overriding royalties (“ORRI
Royalties”) on oil and natural gas, produced
by Antero from wells located in West Virginia
at any time since April 15, 2012, pursuant to
overriding royalty agreements (the “Royalty
4
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
Agreements”) which do not expressly allow
deductions for costs and expenses (excluding
taxes)(the “Class”).
The “Gross Income Subclass”
Persons
and
entities,
including
their
respective successors and assigns, to whom
Antero has paid ORRI Royalties on oil and
natural gas, produced by Antero from wells
located in West Virginia at any time since
April 15, 2012, pursuant to the ORRI
Agreements which do not expressly allow
deductions for costs and expenses (excluding
taxes) and expressly state that the ORRI
Royalties should be paid on a “gross income”
basis (the “Gross Income Subclass”).
The “Free of Cost Subclass”
Persons
and
entities,
including
their
respective successors and assigns, to whom
Antero has paid ORRI Royalties on oil and
natural gas, produced by Antero from wells
located in West Virginia at any time since
April 15, 2012, pursuant to ORRI Agreements
which do not expressly allow deductions for
costs and expenses (excluding taxes) and
expressly state that the ORRI Royalties should
be paid “free of costs” (the “Free of Cost
Subclass”).
Excluded From the Class
Excluded in the Class, Gross Income Subclass,
and Free of Cost Subclass are: (1) agencies,
departments, or instrumentalities of the
United States of America; (2) publicly traded
oil and gas exploration companies; (3) any
person who is or has been a working interest
owner in a well produced by Antero in West
Virginia; and (4) Antero.
5
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
Id. ¶ 10.
Plaintiff asserts that each of the requirements for
certification of a class is satisfied.
Id. ¶¶ 11–17.
Based on these facts, Plaintiff brings the following causes
of action:
Individuals Claims for Relief
(Count One) Breach of Contract/Implied Duty to
Market (against Antero – improper deductions)
(Hudson Mineral Acreage – 1/16 overriding
royalty);
(Count Two) Breach of Contract (against
Antero, Key Oil, Butler – failure to pay)
(Towner, Stone, and Hudson Mineral Acreage);
(Count Three) Breach of Statutory Obligation
to Pay Interest (against Antero);
(Count Four)
Antero);
Constructive
Fraud
(against
Class Claims for Relief
(Count Five) Breach of Contract/Implied Duty
to
Market
(against
Antero
–
improper
deductions and overriding royalty payments);
(Count Six)
Antero); and
(Count Seven) Breach of Statutory Obligation
to Pay Interest (against Antero).
Constructive
Fraud
(against
Antero moves to dismiss Counts Three, Four, Six, and Seven;
moves to dismiss requests for punitive damages and attorneys’ fees;
and moves to strike the class allegations.
6
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
II.
STANDARDS OF REVIEW
Rule 12(b)(6)
Rule 12(b)(6) of the Federal Rules of Civil Procedure allows
a defendant to move for dismissal upon the ground that a complaint
does not “state a claim upon which relief can be granted.”
In
ruling on a 12(b)(6) motion to dismiss, a court “must accept as
true all of the factual allegations contained in the complaint.”
Anderson v. Sara Lee Corp., 508 F.3d 181, 188 (4th Cir. 2007)
(quoting Erickson v. Pardus, 551 U.S. 89, 94 (2007)).
A court is
“not bound to accept as true a legal conclusion couched as a
factual allegation.” Papasan v. Allain, 478 U.S. 265, 286 (1986).
A court should dismiss a complaint if it does not contain
“enough facts to state a claim to relief that is plausible on its
face.”
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007).
Plausibility exists “when the plaintiff pleads factual content
that allows the court to draw the reasonable inference that the
defendant is liable for the misconduct alleged.”
Iqbal, 556 U.S. 662, 678 (2009).
Ashcroft v.
A motion to dismiss “does not
resolve contests surrounding the facts, the merits of a claim, or
the applicability of defenses.”
Martin,
980
appropriate
F.2d
only
942,
if
“it
952
(4th
appears
7
Republican Party of N.C. v.
Cir.
to
be
1992).
a
Dismissal
certainty
that
is
the
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
plaintiff would be entitled to no relief under any state of facts
which could be proven in support of its claim.”
Johnson v.
Mueller, 415 F.2d 354, 355 (4th Cir. 1969).
Rule 12(f)
Rule 12(f) of the Federal Rules of Civil Procedure provides
a district court with the authority to strike “an insufficient
defense or any redundant, immaterial, impertinent, or scandalous
matter.”
A motion to strike, however, is “generally viewed with
disfavor because striking a portion of a pleading is a drastic
remedy and because it is often sought by the movant simply as a
dilatory tactic.”
Waste Mgmt. Holdings, Inc. v. Gilmore, 252 F.3d
316, 347 (4th Cir. 2001) (citation and quotation marks omitted).
Material should be stricken when it “has no bearing on the subject
matter of the litigation” and “its inclusion will prejudice the
defendants.”
Jackson v. United States, No. 3:14-CV-15086, 2015 WL
5174238, at *1 (S.D.W. Va. Sept. 2, 2015).
III. DISCUSSION
The Court herein dismisses Counts Three and Seven because
section 37C-1-3 of the West Virginia Code does not create a cause
of action, either express or implied.
Counts Four and Six are
additionally dismissed because they are barred by the Gist of the
Action Doctrine.
The motion to dismiss Plaintiff’s request for
8
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
attorneys’ fees and punitive damages is denied at this juncture.
Finally,
the
Court
denies
the
motion
to
strike
the
class
allegations because they are sufficiently pled.
A.
Counts Three and Seven are dismissed because section
37C-1-3 of the West Virginia Code does not create a cause
of action.
In Counts Three and Seven, Plaintiff asserts claims under
section 37C-1-3 of the West Virginia Code, arguing that Antero
breached its statutory obligation to pay interest.
Antero argues
that the claims should be dismissed for numerous reasons, one of
which is that section 37C-1-3 does not create a cause of action.
The Court agrees.
Section 37C-1-3 states,
All
regular
production
payments
from
horizontal wells due and owing to an interest
owner shall be tendered in a timely manner,
which shall not exceed 120 days from the first
date of sale of oil, natural gas, or natural
gas liquids is realized and within 60 days
thereafter for each additional sale, unless
such failure to remit is due to lack of record
title in the interest owner, a legal dispute
concerning
the
interest,
a
missing
or
unlocatable owner of the interest, or due to
conditions
otherwise
specified
in
this
article. Failure to remit timely payment for
horizontal wells shall result in a mandatory
additional payment of an interest penalty to
be set at the prime rate plus an additional
two percent until such payment is made, to be
compounded quarterly. The prime rate shall be
9
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
the rate published on the day of the sale of
oil, natural gas, and natural gas liquids in
the Wall Street Journal reflecting the base
rate on corporate loans posted by at least 75
percent of the nation’s 30 largest banks.
W. Va. Code § 37C-1-3.
Upon review, the Court agrees with Antero that section 37C1-3 does not create a cause of action, express or implied. Rather,
by its plain language, it creates a remedy, in the form of an
interest penalty, for royalty payments made after the statutorily
required time periods.
Accordingly, Antero’s partial motion to
dismiss is GRANTED in this respect, and Counts Three and Seven are
DISMISSED to the extent that Plaintiff asserts them as standalone
causes of action.
B.
In
Counts Four and Six are dismissed because they are barred
by the Gist of the Action Doctrine.
Counts
Four
and
Six,
constructive fraud against Antero.
Plaintiff
asserts
claims
of
Antero argues that the claims
should be dismissed for several reasons, one of which is that they
are barred by the Gist of the Action Doctrine.
The Court agrees.
Under West Virginia law, “[i]f the action is not maintainable
without pleading and proving the contract, where the gist of the
action is the breach of the contract, either by malfeasance or
nonfeasance, it is, in substance, an action on the contract,
10
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
whatever may be the form of the pleading.”
Cochran v. Appalachian
Power Co., 246 S.E.2d 624, 628 (W. Va. 1978).
The purpose of the
Gist of the Action Doctrine is to “prevent the recasting of a
contract claim as a tort claim.”
See Rodgers v. Sw. Energy Co.,
No. 5:16-CV-54, 2016 WL 3248437, at *4 (N.D.W. Va. June 13, 2016)
(citing Covol Fuels No. 4, LLC v. Pinnacle Min. Co., LLC, 785 F.3d
104, 115 (4th Cir. 2015)).
Under the Gist of the Action Doctrine, “a tort claim arising
from a breach of contract may be pursued only if the action in
tort would arise independent of the existence of the contract.”
Corder v. Antero Res. Corp., 322 F. Supp. 3d 710, 722 (N.D.W. Va.
2018) (quotation marks omitted) (citing Secure US, Inc. v. Idearc
Media Corp., No. 1:08CV190, 2008 WL 5378319, at *3–4 (N.D.W. Va.
Dec. 24, 2008) (quoting Syl. Pt. 9, Lockhart v. Airco Heating &
Cooling, 567 S.E.2d 619 (W. Va. 2002)).
The Supreme Court of
Appeals has found that “recovery in tort will be barred” where any
of the following four factors is present:
(1)
where liability arises solely from the
contractual relationship between the
parties;
(2)
when the alleged duties breached were
grounded in the contract itself;
(3)
where any liability
contract; and
11
stems
from
the
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
(4)
when
the
tort
claim
essentially
duplicates the breach of contract claim
or where the success of the tort claim is
dependent on the success of the breach of
contract claim.
Gaddy Eng’g Co. v. Bowles Rice McDavid Graff & Love, LLP, 746
S.E.2d 568, 577 (W. Va. 2013).
A plaintiff may not maintain a
separate tort claim if the defendant’s “obligations are defined by
the terms of the contract” between the parties.
Id. (citation
omitted).
As recently as 2018, this Court applied the Gist of the Action
Doctrine in a similar case, and in 2023, the decision was deemed
“well-supported” by the United States Court of Appeals for the
Fourth Circuit.
See Corder v. Antero Res. Corp., 57 F.4th 384,
404 n.12 (4th Cir. 2023).
In Corder, this Court wrote,
Here, the alleged fraud arises solely from the
contractual
relationship
between
the
plaintiffs and the defendants (i.e., the
leases at issue). As noted, the plaintiffs’
fraud claims are grounded in allegations that
the
defendants
have
made
material
misrepresentations related to royalties owed
to the plaintiffs under the relevant leases,
and that the defendants have wrongfully
reduced the plaintiffs’ royalty payments. It
is clear that the misrepresentations alleged
in the amended complaints all relate to
royalty payments owed to the plaintiffs and
are thus directly tied to the duties and
obligations assumed in the relevant leases.
Gaddy, 746 S.E.2d at 586. In other words, the
12
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
claims do not arise independently of the
existence of a contract. CWS Trucking, 2005
WL 2237788, at *2. Rather, Antero’s alleged
liability for these claims “stems from” the
leases and the plaintiffs’ fraud claims
against Antero thus are barred by the gist of
the action doctrine.
Corder v. Antero Res. Corp., 322 F. Supp. 3d 710, 723 (N.D.W. Va.
2018), aff’d, 57 F.4th 384 (4th Cir. 2023).
Here, as in Corder, the allegations “all relate to royalty
payments owed to the plaintiff[] and are thus directly tied to the
duties and obligations assumed in the relevant leases.”
322 F. Supp. at 723 (citing Gaddy, 746 S.E.2d at 586).
Corder,
In other
words, again, “the claims do not arise independently of the
existence of a contract.” Id. Rather, Antero’s “alleged liability
‘stems from’ the leases” here as well.
Id.
The Gaddy factors weigh in favor of applying the Gist of the
Action Doctrine.
contractual
Antero’s liability to Plaintiff arises from the
relationship
between
the
parties.
The
duties
allegedly breached were grounded in the leases, and the success of
the constructive fraud claims is dependent upon the success of the
breach of contract claims.
In other words, without a breach of
the leases, Plaintiff cannot succeed on claims of constructive
fraud.
13
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
Plaintiff argues that it would be premature to apply the Gist
of the Action Doctrine, which should be presented in a motion for
summary
judgment.
unconvincing
because,
The
as
Court
finds
discussed
Plaintiff’s
above,
the
arguments
Fourth
Circuit
recently found this Court’s application of the Gist of the Action
Doctrine at the pleading stage to be well-supported.
Therefore,
the Court finds that Counts Four and Six are barred by the Gist of
the Action Doctrine. Antero’s partial motion to dismiss is GRANTED
in this respect, and Counts Four and Six are DISMISSED.
C.
At this juncture, the Court denies Antero’s motion to
dismiss Plaintiff’s requests for attorneys’ fees and
punitive damages.
The only claims remaining are those for breach of contract in
Counts One, Two, and Five.
Antero argues that Plaintiff may not,
therefore, recover punitive damages or attorneys’ fees.
true
that
generally,
in
West
Virginia,
punitive
It is
damages
are
unavailable in pure contract actions. See Warden v. Bank of Mingo,
341 S.E.2d 679, 684 (W. Va. 1985).
Similarly, generally, a
plaintiff may not recover attorneys’ fees for a breach of contract.
See Mills Wetzel Lands, Inc. v. EQT Prod. Co., No. 5:18-CV-23,
2019 WL 286748, at *7 (N.D.W. Va. Jan. 22, 2019).
At this stage
of the litigation, however, the Court will not foreclose the
14
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
possibility that attorneys’ fees or punitive damages will be
warranted.
The Court, therefore, DENIES Antero’s partial motion
to dismiss in this respect.
D.
The motion to strike the class allegations is denied at
this
stage
because
the
class
allegations
are
sufficiently pled.
Antero
argues
that
the
Court
should
strike
the
class
allegations because Plaintiff has failed to plead numerosity, the
class allegations are overbroad, and no class is ascertainable.
Plaintiff responded in opposition, arguing that the allegations
are adequately pled and dismissal would be premature.
Pursuant
to
Rule
23(a)
of
the
Federal
Rules
of
Civil
Procedure, the party seeking class certification must demonstrate
the following:
(1) the class is so numerous that joinder of
all members is impracticable;
(2) there are questions of law or fact common
to the class;
(3)
the
claims
or
defenses
of
representative parties are typical of
claims or defenses of the class; and
the
the
(4) the representative parties will fairly and
adequately protect the interests of the class.
15
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
As
discussed
disfavor.
above,
a
motion
to
See Gilmore, 252 F.3d at 347.
strike
is
viewed
with
Even more disfavored are
motions to strike class allegations:
A motion to strike class allegations under
Rule 12(f) is even more disfavored because it
requires a reviewing court to preemptively
terminate the class aspects of litigation,
solely on the basis of what is alleged in the
complaint, and before plaintiffs are permitted
to complete the discovery to which they would
otherwise be entitled on questions relevant to
class certification.
Blagman v. Apple Inc., No. 12 Civ. 5453, 2013 WL 2181709, at *2
(S.D.N.Y. May 20, 2013).
“Still, “[w]here the inability to
maintain the suit as a class action is apparent from the face of
the complaint, a court may dismiss the class allegations on the
pleadings.”
Cornette v. Jenny Garton Ins. Agency, Inc., No. 2:10-
CV-60, 2010 WL 2196533, at *2 (N.D.W. Va. May 27, 2010); see also
Waters v. Electrolux Home Prods., Inc., No. 5:13-CV-151, 2016 WL
3926431, at *6 (N.D.W. Va. July 18, 2016) (striking plaintiffs’
class allegations as facially deficient).
Here, the Court finds that Plaintiff’s class allegations are
sufficiently
pled.
Given
the
stage
of
litigation
and
the
disfavored view of motions to strike, especially motions to strike
class allegations, it would be inappropriate to strike the class
16
MCARDLE V. ANTERO
1:22-CV-01
MEMORANDUM OPINION AND ORDER ADDRESSING DEFENDANT ANTERO
RESOURCES CORPORATION’S PARTIAL MOTION TO DISMISS AND/OR STRIKE
CLASS ALLEGATIONS OF THE SECOND AMENDED INDIVIDUAL AND CLASS
ACTION COMPLAINT [ECF NO. 98]
allegations in this case at this juncture.
Antero’s motion to
strike is DENIED.
IV.
CONCLUSION
For the reasons discussed above, Antero’s partial motion to
dismiss is GRANTED IN PART and DENIED IN PART, and the motion to
strike is DENIED [ECF No. 98].
It is so ORDERED.
The Clerk is directed to transmit copies of this Order to
counsel of record.
DATED: March 26, 2024
____________________________
THOMAS S. KLEEH, CHIEF JUDGE
NORTHERN DISTRICT OF WEST VIRGINIA
17
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