UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 12-1805
MICHAEL FIELD, JR.,
Plaintiff – Appellant,
v.
MICHAEL BERMAN; WAYNE LEE; FRED MALEK; JOHN MORITZ; THOMAS
A. WOODLEY; THOMAS J. WOODLEY,
Defendants – Appellees,
and
ERIC JOWETT; SUSAN MCFARLANE, personal representative of
the estate of Willis McFarlane, deceased; JAMES WILKINSON,
Defendants.
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. Claude M. Hilton, Senior
District Judge. (1:12-cv-00130-CMH-TCB)
Argued: March 21, 2013 Decided: June 3, 2013
Before GREGORY and THACKER, Circuit Judges, and HAMILTON, Senior
Circuit Judge.
Affirmed by unpublished per curiam opinion.
ARGUED: William Ryan Snow, CRENSHAW, WARE & MARTIN, PLC,
Norfolk, Virginia, for Appellant. Jeffrey Warren Harab, Chevy
Chase, Maryland, for Appellees. ON BRIEF: Alyssa Carducci
Embree, CRENSHAW, WARE & MARTIN, PLC, Norfolk, Virginia, for
Appellant.
Unpublished opinions are not binding precedent in this circuit.
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PER CURIAM:
Appellant Michael Field, Jr. (Field) appeals from the
district court’s dismissal of his complaint in the present civil
action seeking declaratory and injunctive relief. We affirm.
I.
Count I of Field’s complaint in the present civil action
seeks a declaration that, pursuant to a March 28, 2005 order of
sale entered by the United States Bankruptcy Court for the
Eastern District of Virginia in In re: AutoMall Online, Inc.,
Case No. 05-10036 (the Bankruptcy Court’s Order of Sale), he
purchased and exclusively owns all claims that were or could
have been at issue in the case captioned Baker v. Field,
CL05001284; CH04001230, filed and adjudicated in the Circuit
Court for the City of Alexandria, Virginia (the Virginia State
Court Case), and were reduced to the final judgment entered in
such case on March 17, 2006, in the amount of $1,432,581.00 (the
Money Judgment).
Count II of Field’s complaint seeks a declaration that all
efforts by Appellees Michael Berman, Wayne Lee, Fred Malek, John
Moritz, Thomas A. Woodley, and Thomas J. Woodley (Appellees),
and any of their respective successors or assigns, “to enforce
any judgment obtained on any of the claims at issue in the
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[Virginia] State Court Case are void and of no effect.” (J.A.
18).
Count III of Field’s complaint seeks to enjoin Appellees
from engaging in any action to enforce the Money Judgment.
Count IV seeks a declaration that the acts of Appellees in
obtaining dismissal in the Virginia State Court Case of Field
and codefendant Field Auto City, Inc.’s counterclaims for breach
of fiduciary duty, theft of trade secrets, unjust enrichment,
and forgery, as alleged in Field and Field Auto City, Inc.’s
pleading filed on February 5, 2005 (the Counterclaims), are void
and of no effect.
Count V seeks a declaration that the acts of Appellees in
obtaining dismissal of the Counterclaims and in settling
derivative claims on behalf of AutoMall Online, Inc. against
Allen Outlaw, another codefendant in the Virginia State Court
Case, violated the automatic stay in In re: AutoMall Online,
Inc., Case No. 05-10036.
Count VI alternatively seeks a declaration that, under
Virginia law, Appellees’ settlement with Allen Outlaw reduces
the Money Judgment to zero.
On Appellees’ motion, the district court dismissed all
counts in Field’s complaint in the present action for lack of
subject matter jurisdiction based upon its application of the
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Rooker-Feldman doctrine. 1 Fed. R. Civ. Proc. 12(b)(1). In the
alternative, the district court dismissed Counts I through V for
failure to state a claim upon which relief can be granted based
upon the doctrine of res judicata. Fed. R. Civ. P. 12(b)(6).
Field noted this timely appeal in which he challenges the
district court’s dismissal of all counts.
For reasons that follow, we affirm the dismissal of Counts
I, IV, and V pursuant to Federal Rule of Civil Procedure
12(b)(6) (Rule 12(b)(6)), the dismissal of Counts II and III
pursuant to Federal Rule of Civil Procedure 12(b)(1) (Rule
12(b)(1)), and the dismissal of Count VI pursuant to 28 U.S.C.
§ 1367(c)(3).
II.
We review the Rule 12(b)(6) dismissal of a claim in a
complaint for “failure to state a claim upon which relief can be
granted,” Fed. R. Civ. P. 12(b)(6), de novo, “focus[ing] only on
the legal sufficiency of the complaint,” Giarratano v. Johnson,
521 F.3d 298, 302 (4th Cir. 2008), and “accepting as true the
well-pled facts in the complaint and viewing them in the light
1
The doctrine derives its name from the following two
Supreme Court cases: District of Columbia Court of Appeals v.
Feldman, 460 U.S. 462 (1983), and Rooker v. Fidelity Trust Co.,
263 U.S. 413 (1923).
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most favorable to the plaintiff,” Brockington v. Boykins, 637
F.3d 503, 505 (4th Cir. 2011). In addition to considering the
complaint itself, we must consider any documents attached to the
complaint as exhibits, Fed. R. Civ. P. 10(c), “documents
incorporated into the complaint by reference, and matters of
which a court may take judicial notice,” Tellabs, Inc. v. Makor
Issues & Rights, Ltd., 551 U.S. 308, 322 (2007).
To survive a Rule 12(b)(6) motion, the complaint must
contain “enough facts to state a claim to relief that is
plausible on its face.” Bell Atlantic Corporation v. Twombly,
550 U.S. 544, 570 (2007). That is to say, the factual
allegations must “be enough to raise a right to relief above the
speculative level,” id. at 555, “permit[ting] the court to infer
more than the mere possibility of misconduct” based upon “its
judicial experience and common sense,” Ashcroft v. Iqbal, 556
U.S. 662, 679 (2009).
Based upon our de novo review, we affirm the dismissal of
Counts I, IV, and V pursuant to Rule 12(b)(6).
A. Counts I and IV.
The district court properly concluded that, at the Rule
12(b)(6) stage, the doctrine of res judicata precludes Counts I
and IV. Title 28, United States Code, § 1738, commonly known in
jurisprudence as the full faith and credit statute, “requires
federal courts to give the same preclusive effect to state court
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judgments that those judgments would be given in the court of
the State from which the judgments emerged.” Kremer v. Chemical
Constr. Corp., 456 U.S. 461, 466 (1982); accord Marrese v.
American Academy of Orthopaedic Surgeons, 470 U.S. 373, 380
(1985); Genesys Data Techs., Inc. v. Genesys Pacific Techs.,
Inc., 204 F.3d 124, 127 (4th Cir. 2000). Therefore, the full
faith and credit statute “does not allow federal courts to
employ their own rules of res judicata in determining the effect
of state judgments. Rather, it goes beyond the common law and
commands a federal court to accept the rules chosen by the State
from which the judgment is taken.” Kremer, 456 U.S. at 481-82.
1. Count I.
Count I of Field’s complaint in the present action seeks a
declaration that, pursuant to the Bankruptcy Court’s Order of
Sale, he purchased and exclusively owns all claims that were or
could have been at issue in the Virginia State Court Case,
including the one resulting in the Money Judgment. In this
count, Field in effect seeks a declaration that he—not the
Appellees—owns the Money Judgment. Critical to our review of
Count I’s Rule 12(b)(6) dismissal is Exhibit 14 to Field’s
complaint in the present action. Exhibit 14 is a court order
entitled “ORDER VACATING RELEASE OF JUDGMENT AND REINSTATING
JUDGMENT,” entered in the Virginia State Court Case on September
28, 2011, in which the court squarely decides that Field was not
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the holder of the underlying claim reduced to the Money Judgment
and is not the owner of such judgment. (J.A. 145).
Under applicable Virginia rules of res judicata,
“relitigation of the same cause of action, or any part thereof,
which could have been litigated between the same parties and
their privies” is precluded. Davis v. Mashall Homes, Inc., 576
S.E.2d 504, 506 (Va. 2003) (internal quotation marks omitted).
In Count I, Field seeks to re-litigate his claim of ownership of
the claim underlying the Money Judgment and his claim of
ownership of the Money Judgment itself. The doctrine of res
judicata under Virginia law prevents such re-litigation, and
therefore, Count I does not contain “enough facts to state a
claim to relief that is plausible on its face.” Twombly, 550
U.S. at 570.
Moreover, we reject Field’s contention that the district
court erred in dismissing Count I based upon the doctrine of res
judicata without the defense of res judicata appearing on the
face of his complaint and without permitting him to conduct
discovery or present evidence to address the defense. As we
have explained, the facts implicating the defense of res
judicata appear on the face of Field’s complaint and Exhibit 14
to such complaint. Accordingly, the district court properly
addressed the defense at the Rule 12(b)(6) stage.
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For the reasons stated, we hold the district court properly
dismissed Count I pursuant to Rule 12(b)(6), and we affirm on
this basis. 2
2. Count IV.
Count IV asks the district court to declare that the acts
of Appellees in seeking and obtaining dismissal of the
Counterclaims for lack of standing are void and of no effect in
light of the Bankruptcy Court’s Order of Sale. The doctrine of
res judicata under Virginia law precludes this count as well.
Exhibit 9 to Field’s complaint in the present action is an
order in the Virginia State Court Case in which the Virginia
state court dismissed the Counterclaims for lack of standing on
Appellees’ motion to dismiss. When this exhibit is considered
in conjunction with Exhibits 4 and 8 to Field’s complaint in the
present action, the undeniable conclusion is that the Virginia
state court did not dismiss the Counterclaims for lack of
standing in the sense that Field now claims. Exhibit 8 shows
that Appellees had argued that because the Counterclaims alleged
injury to AutoMall Online, Inc. and not to Field or Field Auto
City, Inc. individually, Field and Field Auto City, Inc. could
not maintain them individually as direct claims, which Exhibit 4
2
Given this disposition, we need not and do not reach the
district court’s alternative basis for dismissing Count I under
the Rooker-Feldman doctrine.
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to Field’s complaint in the present action shows is how Field
and Field Auto City, Inc. had pled them. Moreover, Field failed
to mount an appellate challenge to the dismissal of the
Counterclaims when he had the opportunity to do so. In sum,
Count IV of Field’s complaint in the present action does nothing
more than seek to re-litigate the Virginia state court’s
dismissal of the Counterclaims. Considering the face of the
complaint in the present action and its attached exhibits,
applicable Virginia rules of res judicata preclude such action.
Davis, 576 S.E.2d at 506.
Moreover, we reject Field’s contention that the district
court erred in dismissing Count IV based upon the doctrine of
res judicata without the defense of res judicata appearing on
the face of his complaint and without permitting him to conduct
discovery or present evidence to address the defense. As we
have explained, the facts implicating the defense of res
judicata appear on the face of Field’s complaint and Exhibits 4,
8, and 9 to such complaint. Accordingly, the district court
properly addressed the defense at the Rule 12(b)(6) stage.
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For the reasons stated, we hold the district court properly
dismissed Count IV pursuant to Rule 12(b)(6), and we affirm on
this basis. 3
B. Count V.
The portion of Count V seeking a declaration that the acts
of Appellees in obtaining dismissal of the Counterclaims
violated the automatic stay in In re: AutoMall Online, Inc.,
Case No. 05-10036, fails to state a claim upon which relief can
be granted, and therefore, Rule 12(b)(6) required its dismissal.
Thorough review of the complaint and the exhibits attached
thereto show, on their face, that Appellees’ actions in seeking
dismissal of the Counterclaims did not violate the automatic
stay in In re: AutoMall Online, Inc., Case No. 05-10036.
Accordingly, we affirm the Rule 12(b)(6) dismissal of the
portion of Count V seeking a declaration that the acts of
Appellees in obtaining dismissal of the Counterclaims violated
the automatic stay in In re: AutoMall Online, Inc., Case No. 05-
10036.
The portion of Count V, in which Field seeks a declaration
that settlement of their derivative claims on behalf of AutoMall
Online, Inc. against Allen Outlaw violated the automatic stay,
3
Given this disposition, we need not and do not reach the
district court’s alternative basis for dismissing Count IV under
the Rooker-Feldman doctrine.
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also fails to state a claim upon which relief can be granted.
See Fed. R. Civ. P. 12(b)(6). The actions taken by Appellees in
settling (or purporting to settle) derivative claims on behalf
of AutoMall Online, Inc. against Allen Outlaw took place prior
to AutoMall Online, Inc. filing for bankruptcy and any actions
taken after that time relating to settling with Allen Outlaw
took place after Field had purchased the derivative claims in
bankruptcy from the bankruptcy estate, thus making such claims
no longer subject to the automatic stay. See 11 U.S.C.
§ 362(c)(1) (“the stay of an act against property of the estate
under subsection (a) of this section continues until such
property is no longer property of the estate . . .”).
Accordingly, we affirm the Rule 12(b)(6) dismissal of the
portion of Count V in which Field seeks a declaration that
settlement of their derivative claims on behalf of AutoMall
Online, Inc. against Allen Outlaw violated the automatic stay. 4
III.
We review the Rule 12(b)(1) dismissal of a claim in a
complaint for lack of subject matter jurisdiction de novo.
4
Having affirmed the district court’s Rule 12(b)(6)
dismissal of Count V, we need not and do not reach the district
court’s alternative basis for dismissing Count V under the
Rooker-Feldman doctrine.
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Pitt Cnty. v. Hotels.com, L.P., 553 F.3d 308, 311 (4th Cir.
2009). Any claim barred by the Rooker-Feldman doctrine is
“properly dismissed for want of subject-matter jurisdiction.”
Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 544 U.S. 280, 284
(2005). “The Rooker-Feldman doctrine . . . is confined to cases
. . . brought by state-court losers complaining of injuries
caused by state-court judgments rendered before the district
court proceedings commenced and inviting district court review
and rejection of those judgments.” Id. Notably, in the context
of the Rooker-Feldman doctrine, the term “state-court judgments”
is used in its broadest sense to include all final decisions of
state judicial proceedings. See Feldman, 460 U.S. at 482 (“the
form of the proceeding is not significant”; rather, “[i]t is the
nature and effect which is controlling”) (internal quotation
marks omitted); Doe v. Florida Bar, 630 F.3d 1336, 1340-41 (11th
Cir. 2011) (Rooker-Feldman doctrine barred federal court action
asserting as-applied due process challenge to Florida bar rules
requiring confidential peer review as part of process for
recertification as specialist with Florida state bar; plaintiff
had appealed through available state channels provided by state
bar rules, arguing due process challenge on the merits along the
way, and Florida Supreme Court issued brief order denying
petition for review).
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Based upon our de novo review, we affirm the district
court’s Rule 12(b)(1) dismissal of Counts II and III for lack of
subject matter jurisdiction under the Rooker-Feldman doctrine.
Without a doubt, the district court could not have adjudicated
Counts II and III in the present action without also reviewing
the propriety of the Supreme Court of Virginia’s denial of
Field’s petition for review of the final judgment entered
against him in the Virginia State Court Case on March 17, 2006,
and reviewing the Supreme Court of Virginia’s denial of Field’s
motion to vacate such judgment. Thus, Field’s position on
appeal that he does not seek to overturn any final decision of a
state court in Counts II and III; but rather only seeks a
declaration that he owns the final judgment entered in the
Virginia State Court Case on March 17, 2006, is spurious.
Furthermore, we reject Field’s contention that the district
court erred in dismissing Counts II and III based upon the
Rooker-Feldman doctrine without, as he alleges, the
applicability of Rooker-Feldman appearing on the face of his
complaint and without permitting him to conduct discovery or
present evidence at an evidentiary hearing. The district court
properly resolved the jurisdictional issues on the extensive
record before it, which included, inter alia, Field’s complaint,
fourteen exhibits attached thereto, and other relevant documents
from the parties’ long litigation history. Field has made no
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showing that he was prejudiced by his inability to conduct
discovery or have an evidentiary hearing before the district
court dismissed Counts II and III. Accordingly, the district
court properly addressed the applicability of the Rooker-Feldman
doctrine at the Rule 12(b)(1) stage.
For the reasons stated, we affirm the district court’s Rule
12(b)(1) dismissal of Counts II and III for lack of subject
matter jurisdiction under the Rooker-Feldman doctrine. 5
IV.
Because Count VI alleges a state law claim and all of the
claims over which the district court had original jurisdiction
were properly dismissed, we affirm dismissal of Count VI on the
basis of 28 U.S.C. § 1367(c)(3). See id. (district court may
decline to exercise supplemental jurisdiction over state law
claim when district court has dismissed all other claims over
which it had original jurisdiction).
5
Having affirmed the district court’s Rule 12(b)(1)
dismissal of Counts II and III, we need not and do not reach the
district court’s alternative basis for dismissing these counts
based upon the doctrine of res judicata.
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V.
In conclusion, we affirm the district court’s dismissal of
all counts in the present action in toto.
AFFIRMED
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