Shingobee Builders, Inc. v. N. Segment Alliance

350 F. Supp. 3d 887
CourtUnited States District Court
DecidedOctober 1, 2018
DocketCase No. 1:18-cv-57
StatusPublished
Cited by2 cases

This text of 350 F. Supp. 3d 887 (Shingobee Builders, Inc. v. N. Segment Alliance) is published on Counsel Stack Legal Research, covering United States District Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Shingobee Builders, Inc. v. N. Segment Alliance, 350 F. Supp. 3d 887 (usdistct 2018).

Opinion

Daniel L. Hovland, Chief Judge

Before the Court is the Defendant's motion to dismiss the complaint filed on April 16, 2018. See Docket No. 8. The Plaintiff filed a response on May 7, 2018. See Docket No. 12. On May 21, 2018, the Defendant filed a reply brief. See Docket No. 14. For the reasons set forth below, the Defendant's motion to dismiss the complaint is granted.

I. BACKGROUND

Premised on the parties' diversity of citizenship, Shingobee Builders, Inc. (Shingobee) brings a breach-of-contract suit against North Segment Alliance (NSA).See Docket No. 1, pp. 1, 4-7. NSA is a non-profit corporation chartered under tribal law by the Mandan, Hidatsa, and Arikara Nation (MHA Nation), a federally recognized Indian tribe. See Docket No. 10-2, p. 2. Shingobee's contract claims stem from its work on the construction of an apartment complex in New Town, North Dakota, *890located within the boundaries of the Fort Indian Berthold Reservation. See Docket No. 1, p. 2.

On July 31, 2015, Shingobee signed a Guaranteed Maximum Price contract with NSA's predecessor in interest1 to construct a "30 unit apartment building and ... student housing" known as the Red Hawk Estates Project. See Docket No. 1, p. 2; Docket No. 9, p. 9; Docket No. 10-3, p. 2 (capitalization altered). Under the contract, NSA's predecessor agreed to pay Shingobee for work as the construction manager and general manager of that project. See Docket No. 1, p. 2; Docket No. 10-3, p. 2.

On March 8, 2017, the Tribal Business Council, the governing body of the MHA Nation, authorized the formation of NSA as a tribal non-profit corporation "under the laws of the Tribe," and articles of incorporation were filed that same day. See Docket No. 10-1, p. 2; Docket No. 10-2, p. 2; Docket 10-6, p. 2. On March 9, 2017, the MHA Nation dissolved NSA's predecessor and authorized NSA to "assume[ ] all assets and liabilities of [the predecessor]." See Docket No. 10-6, p. 3. Shingobee describes that, thereafter, the parties twice amended the contract, each time enlarging the scope of work. See Docket No. 1, pp. 1-3. Shingobee asserts that it has not received payment for work it performed pursuant to the contract amendments. See Docket No. 1, p. 3.

As the party invoking federal jurisdiction, Shingobee asserts in its complaint that the Court has subject matter jurisdiction because "the action involves citizens of different states and the amount in controversy exceeds $75,000." See Docket. No. 1, p. 2. Specifically, Shingobee asserts that it "is a Minnesota corporation" with a principal place of business in Minnesota and that NSA should be "deemed a citizen of North Dakota" because it is a "tribal corporation organized to conduct business on behalf of the Three Affiliated Tribes of the Fort Berthold Reservation [in] North Dakota." See Docket No. 1, p. 1. Shingobee's complaint makes no reference to any federal law giving rise to any of its claims.

NSA moves under Rule 12(b)(1) to dismiss this diversity action in its entirety.2 See Docket No. 8. NSA asserts that the Court lacks jurisdiction because NSA, as a tribal entity, (1) is not a citizen of any state and not subject to diversity jurisdiction and (2) functions as an arm of the Tribe and is protected by sovereign immunity.3 See Docket No. 9, pp. 12, 15.

A tribe's immunity from suit and lack of state citizenship are related but *891independent bars to subject matter jurisdiction. See Hagen v. Sisseton-Wahpeton Cmty. Coll., 205 F.3d 1040, 1043 (8th Cir. 2000) (explaining that tribal sovereign immunity is jurisdictional). There appears, however, to be no mandatory sequence in which to address those issues.4 See, e.g., Sinochem Int'l Co. v. Malay. Int'l Shipping Corp., 549 U.S. 422, 430-31, 127 S.Ct. 1184, 167 L.Ed.2d 15 (2007) ; Ruhrgas AG v. Marathon Oil Co., 526 U.S. 574, 584, 119 S.Ct. 1563, 143 L.Ed.2d 760 (1999). But see Ninigret Dev. Corp. v. Narragansett Indian Wetuomuck Hous. Auth., 207 F.3d 21, 28 (1st Cir. 2000) (holding that subject matter jurisdiction must be addressed prior to tribal sovereign immunity).

Because the Court lacks subject matter jurisdiction, as detailed below, the Court need not consider whether NSA is immune from or has consented to suit. See Auto-Owners Ins. Co. v. Tribal Court of Spirit Lake Indian Reservation, 495 F.3d 1017, 1020 (8th Cir. 2007) ("Even if an Indian tribe waives its sovereign immunity, such a waiver does not automatically confer jurisdiction on federal courts."); Weeks Const., Inc. v. Oglala Sioux Hous. Auth., 797 F.2d 668, 671 (8th Cir. 1986) ("Mere consent to be sued, even consent to be sued in a particular court, does not alone confer jurisdiction upon that court to hear a case if that court would not otherwise have jurisdiction over the suit.").

II. LEGAL DISCUSSION

As courts of limited jurisdiction, federal courts possess only the powers authorized by the Constitution and statute, referred to as subject matter jurisdiction. Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375

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Bluebook (online)
350 F. Supp. 3d 887, Counsel Stack Legal Research, https://law.counselstack.com/opinion/shingobee-builders-inc-v-n-segment-alliance-usdistct-2018.