United States District Court, W.D. Oklahoma
DEMETRIA JORDAN, individually and on behalf of all those similarly situated, Plaintiff,
GRACE LIVING CENTERS et al., Defendants.
Charles B. Goodwin United States District Judge.
before the Court is the Motion to Dismiss (Doc. No. 19) filed
by Defendant Grace Living Centers on October 8, 2019.
Defendant argues that Plaintiff's claim against it must
be dismissed for want of personal jurisdiction pursuant to
Rule 12(b)(2) of the Federal Rules of Civil Procedure, for
failure to state a claim pursuant to Rule 12(b)(6), or
alternatively, for failure to join a required party pursuant
to Rules 12(b)(7) and 19. Plaintiff has responded in
opposition (Doc. No. 20), and Defendant has replied (Doc. No.
brings this action under the Fair Labor Standards Act
(“FLSA”), 29 U.S.C. § 201 et seq.,
on behalf of herself and all others similarly situated.
See Am. Compl. (Doc. No. 16) ¶¶ 1.1,
In her Amended Complaint, Plaintiff alleges as follows.
Defendants provide nursing and rehabilitative care in several
facilities across the state of Oklahoma. Id. ¶
5.1. Defendants are controlled by the same entity, share
management services and payroll systems, and function as a
“single joint employer.” Id.
¶¶ 5.2-5.5. Over the past three years,
Defendants' hourly employees routinely worked more than
forty hours per week in aggregate, but those hours were often
divided among more than one facility, with each facility
calculating overtime separately. Id. ¶¶
2.1, 2.2, 5.9, 5.10.
contends that Defendants' failure to aggregate the hours
an employee worked at each facility for purposes of
calculating overtime has resulted in unpaid overtime
compensation in violation of the FLSA. Plaintiff seeks
recovery of unpaid overtime compensation, liquidated damages,
attorneys' fees, and costs. Id. ¶ 10.1.
Motion, Defendant contends that Grace Living Centers is a
trade name for Amity Care, L.L.C. and that neither Grace
Living Centers nor Amity Care, L.L.C. employed
Plaintiff. Defendant argues that, as a trade name
“with no legal standing, ” Grace Living Centers
should be dismissed under various theories, including lack of
personal jurisdiction, failure to state a claim, and failure
to join a required party. Def.'s Mot. at 1 (citing
Fed.R.Civ.P. 12(b)(2), (6), and (7)). In response, Plaintiff
submits that her paychecks were issued by Grace Living
Centers and requests that the Court grant limited discovery
on the issue of whether Grace Living Centers qualifies as an
employer under the FLSA. See Pl.'s Resp. at 2.
Standard of Decision
argument is, in essence, an argument that it lacks the
capacity to be sued because it does not have a legal
existence. The issues of a party's capacity to be sued
and legal existence must be raised “by a specific
denial.” Fed.R.Civ.P. 9(a)(2). A motion to dismiss for
failure to state a claim may serve as an appropriate vehicle
in which to raise the issue of capacity or legal existence if
the issue “appears on the face of the pleadings or is
discernible therefrom.” 5A Wright & Miller,
Federal Practice & Procedure § 1294 (4th
analyzing a motion to dismiss under Rule 12(b)(6), the court
“accept[s] as true all well-pleaded factual allegations
in the complaint and view[s] them in the light most favorable
to the plaintiff.” Burnett v. Mortg. Elec.
Registration Sys., Inc., 706 F.3d 1231, 1235 (10th Cir.
2013). A complaint fails to state a claim on which relief may
be granted when it lacks factual allegations sufficient
“to raise a right to relief above the speculative level
on the assumption that all the allegations in the complaint
are true (even if doubtful in fact).” Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citation
omitted); see also Robbins v. Oklahoma, 519 F.3d
1242, 1247 (10th Cir. 2008) (“[T]o withstand a motion
to dismiss, a complaint must contain enough allegations of
fact to state a claim to relief that is plausible on its
face.” (internal quotation marks omitted)). Bare legal
conclusions in a complaint are not entitled to the assumption
of truth; “they must be supported by factual
allegations” to state a claim for relief. Ashcroft
v. Iqbal, 556 U.S. 662, 679 (2009).
17(b)(3) of the Federal Rules of Civil Procedure prescribes
that an entity's capacity to be sued in federal court is
determined by the law of the forum state, unless the entity
is an individual or corporation. See Fed. R. Civ. P.
17(b)(3). Under Oklahoma law, a trade name is not a separate
legal entity and “does not offer plaintiff an
additional party from which to obtain
relief.” Lewis v. Am. Gen. Assurance Co.,
No. CIV-00-1520-W, 2001 WL 36160929, at *2 (W.D. Okla. Feb.
26, 2001); see Thomas, 592 P.2d at 983; see
also Okla. Stat. tit. 12, § 2017(B).
who has named both Amity Care, L.L.C. and Grace Living
Centers as defendants in this action, does not contest
Defendant's assertion that Grace Living Centers is a
registered trade name for Amity Care, L.L.C. Indeed, public
records of which the Court takes judicial notice reflect that
Defendant is correct on this point. See Oklahoma
Secretary of State,
(last visited Jan. 6, 2020); Tal v. Hogan; 453 F.3d
1244, 1264 n.24 (10th Cir. 2006) (explaining that courts may
take judicial notice of facts that are a matter of public
record and that “facts subject to judicial notice may
be considered in a Rule 12(b)(6) motion without converting
the motion to dismiss into a motion for summary
Grace Living Centers is a trade name and does not have a
legal existence under Oklahoma law separate and distinct from
Defendant Amity Care, L.L.C., Plaintiff cannot state a
plausible claim for relief against it. Accordingly, the Court
finds that Grace Living ...