Case: 21-11266 Document: 00516384276 Page: 1 Date Filed: 07/06/2022
United States Court of Appeals
for the Fifth Circuit United States Court of Appeals
Fifth Circuit
FILED
July 6, 2022
No. 21-11266 Lyle W. Cayce
Clerk
Matt Bodine, an individual; Jason Bodine, an
individual; DBS, a California Corporation; DABCO,
Plaintiffs—Appellants,
versus
First Co, a Corporation; Jim Nation, an individual; Jeff
Evans, an individual; Ryan Bricarell, an individual;
Does 1 through 100, inclusive,
Defendants—Appellees.
Appeal from the United States District Court
for the Northern District of Texas
USDC No. 3:20-CV-3116
Before Richman, Chief Judge, and Ho and Engelhardt, Circuit
Judges.
Per Curiam:*
Plaintiffs’ First Amended Complaint alleges various causes of action
arising out of their terminated business relationship with Defendants. The
*
Pursuant to 5th Circuit Rule 47.5, the court has determined that this
opinion should not be published and is not precedent except under the limited
circumstances set forth in 5th Circuit Rule 47.5.4.
Case: 21-11266 Document: 00516384276 Page: 2 Date Filed: 07/06/2022
No. 21-11266
district court dismissed the complaint with prejudice for failure to state a
claim. We affirm.
Defendant First Co. manufactures parts and products for HVAC
systems. First Co. sells its products through distributors, who then market
them to contractors. Defendants Jim Nation, Jeff Evans, and Ryan Bricarell
are employees of First Co.
Plaintiffs are Matt Bodine, Jason Bodine, DBS and DABCO. DBS was
one of First Co’s distributors from 1994 to 2018 and is owned by Matt and
Jason Bodine. Plaintiffs allege that since 1998, Defendants increased lead
times for their products sold to DBS, forcing Plaintiffs to enter into an
unregistered warehousing “quasi-partnership” called DABCO to store First
Co’s inventory.
Plaintiffs allege that, beginning in 2017, Defendants tried to end their
parties’ business relationship with false statements, increased prices, and
increased lead times. Additionally, Plaintiffs allege that Jeff Evans sent Ryan
Bricarell to receive training from Plaintiffs to allow First Co. to covertly
create its in-house version of Plaintiffs’ business. This allowed Defendants
to terminate their relationship with Plaintiffs in 2018.
Plaintiffs assert that this termination revealed various fraudulent acts
perpetrated by Defendants. Their First Amended Complaint asserts 18
claims including fraud, breach of contract, and antitrust violations. The
district court granted Defendants’ Rule 12(b)(6) Motion to Dismiss. After
finding that Plaintiffs had multiple opportunities to amend their complaint,
the district court dismissed with prejudice. 1
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The district court also found that the Bodines did not have standing because all
the causes of action involved injuries sustained directly by DBS and DABCO. This is a
prudential standing argument. See Warth v. Seldin, 422 U.S. 490, 499 (1975) (“[E]ven
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In considering a Rule 12(b)(6) motion to dismiss for failure to state a
claim, we consider only the contents of the pleadings. Collins v. Morgan
Stanley Dean Witter, 224 F.3d 496, 498 (5th Cir. 2000). To survive the
motion, a plaintiff must plead sufficient facts “to ‘state a claim to relief that
is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “[A] formulaic
recitation of the elements of a cause of action will not do.” Twombly, 550
U.S. at 555. “While legal conclusions can provide the framework of a
complaint, they must be supported by factual allegations.” Iqbal, 556 U.S. at
679.
Plaintiffs brought a litany of claims: fraud, fraudulent concealment,
negligent representation, tortious interference, breach of the duty of good
faith and fair dealing, breach of the duty of loyalty, breach of contract, breach
of implied contract, antitrust claims, and violations of the Texas Business and
Commerce Code. The district court was thorough in its discussion of how
each claim failed to state the basic facts required by Rule 12(b)(6).
The district court properly identified the flaws in each of Plaintiffs’
claims. Accepting all of Plaintiffs’ pleaded facts as true, we agree with the
district court that there is no plausible claim for relief.
Plaintiffs argue that, at the very least, the district court erred by not
giving them a chance to amend their complaint. But Plaintiffs amended their
when the plaintiff has alleged injury sufficient to meet the ‘case or controversy’
requirement, this Court has held that the plaintiff generally must assert his own legal rights
and interests, and cannot rest his claim to relief on the legal rights or interests of third
parties.”). See also Franchise Tax Bd. of California v. Alcan Aluminum Ltd., 493 U.S. 331,
336 (1990) (describing this as one of “the prudential requirements of the standing
doctrine”). We need not address this issue, for even if Plaintiffs have standing, their
complaint fails to state a valid claim. See Abraugh v. Altimus, 26 F.4th 298, 304 (5th Cir.
2022) (“prudential standing does not present a jurisdictional question”).
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complaint several times throughout the long procedural history of this case,
including in state court. Plaintiffs, after being apprised of Defendants’
Motion to Dismiss, elected to stand on their First Amended Complaint,
rather than move for leave to amend. See United States. ex. rel. Willard v.
Humana Health Plan of Tex., Inc., 336 F.3d 375, 387 (5th Cir. 2003) (“A party
who neglects to ask the district court for leave to amend cannot expect to
receive such a dispensation from the court of appeals.”).
Affirmed.
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