New Albany Main St. Properties v. Watco Companies, LLC

• Court: Court of Appeals for the Sixth Circuit
• Decided: January 14, 2025
• Docket: 24-5375
• Status: Unpublished

Opinion

NOT RECOMMENDED FOR PUBLICATION File Name: 25a0015n.06

No. 24-5375

UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT FILED Jan 14, 2025 ) KELLY L. STEPHENS, Clerk NEW ALBANY MAIN STREET PROPERTIES, dba Port of Louisville, ) ) Plaintiff-Appellee, ) ON APPEAL FROM THE UNITED ) STATES DISTRICT COURT FOR v. ) THE WESTERN DISTRICT OF ) KENTUCKY WATCO COMPANIES, LLC, ) Defendant, ) OPINION ) MARIA BOUVETTE, ) Defendant-Appellant. ) )

Before: SUTTON, Chief Judge; LARSEN and MURPHY, Circuit Judges.

MURPHY, Circuit Judge. This case reaches us a second time at its very outset—perhaps

showing why the final-judgment rule usually bars early appeals in non-final cases. New Albany

Main Street Properties (which does business as “Port of Louisville”) brought state-law claims

against Maria Bouvette, the executive director of the Louisville and Jefferson County Riverport

Authority. In the first appeal, we held that Kentucky law would grant Bouvette governmental

immunity from these state-law claims because Port of Louisville sued her in her official capacity.

On remand, the district court allowed Port of Louisville to amend its complaint to sue Bouvette in

her personal capacity. It also held that the new complaint pleaded facts that rebutted Bouvette’s

qualified-immunity defense. Bouvette again appeals from the denial of her motion to dismiss. No. 24-5375, New Albany Main St. Prop. v. Watco Companies, LLC

But we lack jurisdiction over her claim that the district court should not have allowed Port of

Louisville to amend its complaint. That complaint also alleges facts that (if true) would show that

Bouvette acted in bad faith and cannot seek qualified immunity. We thus affirm in part and dismiss

in part.

I

The Louisville and Jefferson County Riverport Authority (or Authority, for short) owns a

large port facility on the Ohio River in Louisville, Kentucky. Am. Compl., R.79, PageID 611.

After a public-bidding process in 2009, the Authority contracted with Port of Louisville to operate

the facility. Id. The parties later entered into an amended lease agreement that could have kept

Port of Louisville in charge of the port facility until 2035. Id., PageID 612. Port of Louisville

claims that it competently managed the facility over the next decade. Id.

In late 2018, however, Bouvette allegedly “began secret negotiations” to replace Port of

Louisville with one of its competitors, Watco Companies. Id. Yet Bouvette and Watco hit a snag:

the Authority’s contract with Port of Louisville did not allow it to end their relationship at will.

Bouvette and Watco thus allegedly conspired over how to terminate the contract for cause. Id.,

PageID 613. Among other things, the Authority hired an inspector who issued a report full of

“false findings” that the port facility was “mismanaged, unsafe, and in disrepair.” Id.

In 2019, the Authority sued Port of Louisville in state court on the ground that the company

had breached the parties’ amended lease agreement. Id., PageID 614. The Authority also brought

separate eviction suits against the company. Id. The Authority and Port of Louisville eventually

arbitrated their claims. Id., PageID 615. The arbitrator found that the parties had an enforceable

agreement and that Port of Louisville had not breached it. Id. He continues to oversee Port of

Louisville’s counterclaims against the Authority. Id., PageID 615–16.

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In the meantime, Port of Louisville brought this separate suit against Bouvette and Watco.

The company alleged that these actors were interfering with its “existing and prospective contracts

and business relationships” with port-facility customers. Id., PageID 616. As one example, Port

of Louisville claimed that Bouvette had schemed to lower the prices Port of Louisville could

charge a customer that owned a neighboring scrapyard and that shipped stainless steel from the

port facility. Id. As another example, Port of Louisville claimed that Bouvette wrongly told other

customers not to do business with the company because it had breached its contract with the

Authority and would be evicted from the port facility. Id., PageID 617.

Port of Louisville asserted tortious-interference, civil-conspiracy, and defamation claims

against Bouvette and Watco. Id., PageID 618–21. Bouvette moved to dismiss these claims on the

ground that Kentucky law granted her sovereign immunity. The district court denied her motion.

See New Albany Main St. Props. v. Watco Cos., 75 F.4th 615, 621–22 (6th Cir. 2023). We

reversed. See id. at 632. Because Port of Louisville had sued Bouvette in her official capacity,

she could invoke the “governmental” form of Kentucky’s sovereign immunity against the three

state-law claims. See id. at 623–32.

On remand, Port of Louisville moved to amend its complaint to pursue the same claims

against Bouvette in her personal capacity. Over Bouvette’s objection, the district court allowed

the company to file a new complaint. Bouvette next moved to dismiss the amended complaint on

the ground that Kentucky law would grant her qualified immunity for damages claims against her

in her personal capacity. The district court denied this motion too.

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II

Bouvette has appealed again from the district court’s denial of her motion to dismiss. She

argues that the district court should not have permitted Port of Louisville to amend its complaint

and should have granted her qualified immunity. We will consider each argument in turn.

A

Bouvette first asserts that the district court should have denied Port of Louisville’s motion

to amend its complaint. In our earlier decision, we left “it for the district court on remand to decide

whether Port of Louisville may amend its complaint to add an individual-capacity claim.” New

Albany, 75 F.4th at 632. Port of Louisville thus sought to add such a claim back in the district

court. Bouvette responded by arguing that Port of Louisville had forfeited its ability to raise a

personal-capacity claim at this time. But the district court allowed Port of Louisville to file an

amended complaint. So Bouvette now renews her forfeiture argument on appeal. Her argument

is premature: We lack jurisdiction to consider it at this stage.

Circuit courts typically have jurisdiction to review only “final decisions” from district

courts. 28 U.S.C. § 1291. The Supreme Court, though, has read the word “final” in a pragmatic

way. See Mohawk Indus., Inc. v. Carpenter, 558 U.S. 100, 106 (2009). We may review a non-

final district-court decision if it conclusively resolves an issue “distinct from the merits of the

plaintiff’s claims” and if we could not effectively review that issue at the case’s end. Chaney-

Snell v. Young, 98 F.4th 699, 708 (6th Cir. 2024). Under this “collateral-order doctrine,” state

actors may appeal an order denying them qualified immunity when a plaintiff has sued them under

42 U.S.C. § 1983. See Mitchell v. Forsyth, 472 U.S. 511, 524–30 (1985). Here, by contrast,

Bouvette concedes that the order granting Port of Louisville’s motion to amend the complaint does

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not qualify as “final” even under the Supreme Court’s collateral-order doctrine. We thus need not

consider the point.

Bouvette instead relies on “what we have dubbed ‘pendent appellate jurisdiction’” to seek

our review of the order allowing Port of Louisville to amend its complaint. Chaney-Snell, 98 F.4th

at 709. This doctrine gives us jurisdiction over an otherwise unappealable issue if it has a close

enough connection to an appealable one. See id. We have found the required connection in two

situations. See id. First, we have allowed an appellant to pursue an appeal of an unappealable

issue if it was “inextricably intertwined” with an appealable one. Id. (citation omitted). Yet an

appellant can satisfy this “inextricably intertwined” test only if our resolution of the appealable

issue automatically resolves the unappealable issue too. See id. (citation omitted). Second, we

have allowed an appellant to seek our review of an unappealable issue when we must consider that

issue to allow for “meaningful review” of the appealable issue. Id. (citation omitted).

Bouvette can meet neither theory. To begin with, a conclusion that she is (or is not) entitled

to qualified immunity “says nothing” about whether the district court properly allowed Port of

Louisville to amend its complaint. Id. at 710. Next, “we can give ‘meaningful review’” to the

district court’s qualified-immunity ruling without considering its earlier order allowing Port of

Louisville to amend its complaint. Id. (citation omitted). The legal principles governing qualified

immunity do not incorporate (or otherwise depend on) the rules for amending complaints. See id.

In response, Bouvette argues that the district court’s decision on the motion to amend is

“inextricably intertwined” with the qualified-immunity issue. Reply Br. 2. She reasons that the

qualified-immunity issue would become moot if we accepted her forfeiture argument and held that

the district court should have barred Port of Louisville from pursuing a personal-capacity claim.

Yet our precedent has read this “inextricably intertwined” test to apply only if our resolution of

5 No. 24-5375, New Albany Main St. Prop. v. Watco Companies, LLC

the appealable issue “necessarily resolve[s]” the unappealable one. Chaney-Snell, 98 F.4th at 710

(quoting Hopper v. Plummer, 887 F.3d 744, 760–61 (6th Cir. 2018)); Williams v. Maurer, 9 F.4th

416, 429 (6th Cir. 2021). And Bouvette’s motion-to-amend arguments do not rise or fall with her

qualified-immunity arguments in this way. See Ward v. Moore, 414 F.3d 968, 972 (8th Cir. 2005).

Bouvette’s cited cases do not change things. The Supreme Court has long held that we

may review the merits of a plaintiff’s constitutional claims under § 1983 when deciding whether

the district court correctly denied qualified immunity for those claims. See Ashcroft v. Iqbal, 556

U.S. 662, 671–73 (2009); Wilkie v. Robbins, 551 U.S. 537, 549 n.4 (2007); Hartman v. Moore,

547 U.S. 250, 257 n.5 (2006). But qualified immunity’s legal test incorporates the constitutional

merits because it asks whether the law governing a constitutional claim was “clearly established

at the time” the defendant acted. District of Columbia v. Wesby, 583 U.S. 48, 63 (2018) (citation

omitted). So a court cannot grant “meaningful review” to a qualified-immunity defense without

delving into the merits. Chaney-Snell, 98 F.4th at 710 (citation omitted). That logic does not

extend to Bouvette’s claim that the district court wrongly allowed Port of Louisville to amend its

complaint. The test for qualified immunity in no way depends on the legal rules for amending

complaints. We thus lack jurisdiction over this issue. See Ward, 414 F.3d at 972.

B

That said, all parties agree that the collateral-order doctrine gives us jurisdiction over

Bouvette’s qualified-immunity defense to the state-law claims. See Browning v. Edmonson

County, 18 F.4th 516, 529 (6th Cir. 2021); see also New Albany, 75 F.4th at 622. Like qualified

immunity under § 1983, qualified immunity under Kentucky law counts as an immunity from suit

rather than a defense to liability. See Martin v. Wallace, 651 S.W.3d 753, 758 (Ky. 2022); Breathitt

Cnty. Bd. of Educ. v. Prater, 292 S.W.3d 883, 886–87 (Ky. 2009); cf. Mitchell, 472 U.S. at 524–

6 No. 24-5375, New Albany Main St. Prop. v. Watco Companies, LLC

27. So government actors would effectively lose this immunity if they had to wait until the end of

the litigation to appeal its denial.

Kentucky courts grant state officials qualified immunity from damages claims if their

conduct meets three criteria. See Yanero v. Davis, 65 S.W.3d 510, 522 (Ky. 2001). Qualified

immunity applies only to actions that are “discretionary” rather than ministerial. Id. It applies

only to actions that a government actor takes in “good faith” rather than bad faith. Id. And it

applies only to actions that fall “within the scope of” the government actor’s “authority.” Id.

Port of Louisville does not dispute that Bouvette’s actions satisfy the first and third of these

criteria. So this case asks whether Bouvette acted in bad faith. Under Kentucky law, a plaintiff

can establish that a state actor did not act in good faith using either an objective approach or a

subjective one. See Browning, 18 F.4th at 530; Clemons v. Couch, 768 F. App’x 432, 439 (6th

Cir. 2019). Objectively, state actors cannot invoke qualified immunity if their conduct violated a

“clearly established” state-law right (a test that largely mirrors the federal approach to qualified

immunity). See Yanero, 65 S.W.3d at 523; cf. Browning, 18 F.4th at 530–31. Subjectively, state

actors cannot invoke qualified immunity if they took the challenged conduct with a malicious or

corrupt intent to harm the plaintiff—not for a valid governmental purpose. See Yanero, 65 S.W.3d

at 523; see also Martin v. O’Daniel, 507 S.W.3d 1, 5–6 (Ky. 2016).

Port of Louisville’s complaint has pleaded enough facts to plausibly suggest that Bouvette

acted in bad faith under the subjective approach. See Iqbal, 556 U.S. at 678–79. According to the

complaint, Bouvette and Watco engineered a “plan” to replace Port of Louisville at the port facility

by claiming that this company had breached its lease agreement with the Authority. Am. Compl.,

R.79, PageID 614. Yet this claim was knowingly false. As an arbitrator found, Port of Louisville

had not breached its agreement with the Authority. Id., PageID 615. Bouvette also maliciously

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told several customers that Port of Louisville had violated the agreement to persuade them to stop

working with the company and to harm its business. Id., PageID 616–17; see Yanero, 65 S.W.3d

at 523. She also intentionally lowered the price that Port of Louisville could charge the nearby

scrapyard owner to further harm Port of Louisville’s business. Am. Compl., R.79, PageID 616.

Given that we must accept these facts as true, see Iqbal, 556 U.S. at 678, they suffice to overcome

Bouvette’s qualified immunity at the pleading stage.

In response, Bouvette identifies good-faith reasons for her actions. She, for example,

claims that she started to negotiate with Watco because of a legitimate “contract dispute” with Port

of Louisville. Appellant’s Br. 41. And rather than lie to Port of Louisville’s customers, she claims

that she merely passed along “factual communications regarding the ongoing legal disputes

between” the Authority and Port of Louisville. Id. at 42. Similarly, she claims that she lowered

the shipping price for the scrapyard owner because “market conditions” required her to take this

action to keep this customer at the port facility. Id. These defenses may well work down the road.

But they do not suffice at this stage because we must “assume [the] veracity” of Port of Louisville’s

competing factual allegations. Iqbal, 556 U.S. at 679.

At the least, Bouvette lastly argues, Port of Louisville cannot seek injunctive relief against

her. She points to outside-the-complaint evidence allegedly showing that she has now left her job

as the Authority’s executive director. But Bouvette has not connected this claim to the qualified-

immunity defense that allows her to immediately appeal. That defense generally “affords

protection from damages liability,” not injunctive relief. Yanero, 65 S.W.3d at 522 (emphasis

added); see also Pearson v. Callahan, 555 U.S. 223, 242–43 (2009). And Bouvette has not

explained why we otherwise have jurisdiction to review the district court’s decision to allow the

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claim for injunctive relief to proceed. She has thus forfeited any such theories. See Resurrection

Sch. v. Hertel, 35 F.4th 524, 530 (6th Cir. 2022) (en banc).

We affirm in part and dismiss in part for lack of jurisdiction.