United States District Court, N.D. West Virginia
RUFUS FORDYCE PIKE, JOHN KENT PIKE, JR. and DANIEL EDWARD PIKE, Plaintiffs,
ANTERO RESOURCES CORPORATION, Defendant.
MEMORANDUM OPINION AND ORDER GRANTING DEFENDANT
ANTERO RESOURCES CORPORATION'S MOTION TO DISMISS FOR LACK
FREDERICK P. STAMP, JR. UNITED STATES DISTRICT JUDGE
plaintiffs in this civil action, Rufus Fordyce Pike
(“Rufus”), John Kent Pike, Jr.
(“John”), and Daniel Edward Pike
(“Daniel”), filed a complaint against defendant
Antero Resources Corporation (“Antero”) in this
Court on September 24, 2019. ECF No. 1. According to the
plaintiffs' original complaint, plaintiff Rufus is a
resident and citizen of Minnesota, plaintiff John is a
resident and citizen of Wyoming, and plaintiff Daniel is a
resident and citizen of Colorado. ECF No. 1 at 1. The
plaintiffs stated that defendant Antero is a Delaware
corporation with its principal place of business in Colorado,
and is registered with the Office of the West Virginia
Secretary of State as a foreign corporation. Id. at
1-2. On October 8, 2019, the plaintiffs filed an amended
complaint in which the plaintiffs assert that defendant
Antero is a Delaware corporation, with its principal place of
business in West Virginia. ECF No. 15 at 1-2.
September 25, 2019, defendant Antero filed a motion to
dismiss for lack of subject matter jurisdiction pursuant to
Federal Rule of Civil Procedure 12(b)(1). ECF No. 8. In its
memorandum in support of the motion, defendant Antero
indicates that the plaintiffs fail to establish subject
matter jurisdiction as one of the plaintiffs, specifically
plaintiff Daniel, and defendant Antero share Colorado
citizenship. ECF No. 8-1 at 2.
plaintiffs then filed a response in opposition to defendant
Antero's motion to dismiss. ECF No. 16. In their
response, the plaintiffs state that defendant Antero is
incorporated in Delaware and that its principal place of
business is West Virginia. Id. at 4-9. Specifically,
the plaintiffs state that defendant Antero's corporate
officers direct, control, and coordinate the
corporation's Appalachian oil and gas exploration,
development, production, and sale activities in West
Virginia. Id. at 9-10. The plaintiffs assert that
without these Appalachian activities, defendant Antero would
cease to exist. Id. at 10. The plaintiffs also state
that defendant Antero has a $10 million edifice in West
Virginia, the defendant's website indicates that it owns
486, 000 net acres in northern West Virginia, and the
defendant produces 150, 000 barrels of natural gas liquids
and 12, 000 barrels of oil everyday. Id. at 11. The
plaintiffs indicate that defendant Antero handles land
management, business development, reserves, planning,
midstream operations, liquids marketing and transportation,
gas marketing and transportation, human resources, general
administrative geology, information technology, health,
safety, environmental concerns, operational, administrative,
organizational and strategic legal matters, and accounting
and production in West Virginia. Id. at 12. The
plaintiffs refer to defendant Antero's annual Form 10-K
with the United States Securities and Exchange Commission,
which indicates that the defendant's primary business
activity pertains to properties located in the Appalachian
Basin. Id. Moreover, the plaintiffs state that: (1)
defendant Antero's physical address is in West Virginia
and its mailing address is in Colorado; (2) a leasing company
marketed buildings in West Virginia as the defendant's
corporate headquarters; and (3) the defendant owns a 31%
interest in Antero Midstream which is operated and controlled
in West Virginia. Id. at 13.
Antero then filed a reply. ECF No. 17. In its reply,
defendant Antero maintains that its principal place of
business is in Colorado. Id. at 2. Defendant Antero
states that the plaintiffs only include as part of their
response in opposition to the defendant's motion to
dismiss a reference to an online version of the
defendant's 10-K Annual Report for the fiscal year that
ended December 31, 2018 to discuss the defendant's
functions, assets, and revenues, but do not refer to the 10-K
for evidentiary support that undermines this Court's
previous finding in Bison Resources Corp. v. Antero
Resources Corp., 1:16CV107, 2016 WL 4538608 (N.D. W.Va.
Aug. 30, 2016), that the defendant's “nerve
center” for jurisdictional purposes is in Colorado.
Id. at 7. Defendant Antero then proceeds to provide
various reasons why its principal place of business is in
Colorado and not West Virginia. Id. at 7-12.
Defendant Antero attached to its reply the affidavit by Alvyn
A. Schopp, the Regional Senior Vice President and Chief
Administrative Officer for the defendant, and other materials
to support its contention that its principal place of
business is in Colorado.
same day that defendant Antero filed a reply to the
plaintiffs' response in opposition to the defendant's
motion to dismiss, it filed a motion to stay the proceedings
pending resolution of the motion to dismiss. ECF No. 18. The
plaintiffs then filed a response (ECF No. 19) and defendant
Antero filed a reply (ECF No. 20). After consideration of
defendant Antero's motion to stay, the plaintiffs'
response, and the defendant's reply, this Court entered
an order staying the proceedings in this civil action pending
resolution of defendant Antero's motion to dismiss (ECF
No. 8). This Court now lifts that stay for purposes of
deciding defendant Antero's motion to dismiss.
predicate question a federal court should answer before
assessing the substantive allegations in a complaint is
whether a plaintiff has alleged sufficient jurisdictional
facts to actuate subject matter jurisdiction. See Ruhrgas
Ag. v. Marathon Oil Co., 526 U.S. 574, 583 (1999)
(“Article III generally requires a federal court to
satisfy itself of its jurisdiction over the subject matter
before it considers the merits of a case.”). The
federal district courts are courts of limited jurisdiction,
and may only hear cases over which they have been granted
jurisdiction either by statute or by the Constitution.
District courts have original jurisdiction in all civil
actions when a matter in controversy exceeds the sum or value
of $75, 000.00, exclusive of interest and costs, and is
between citizens of different states. 28 U.S.C. § 1332.
subject matter jurisdiction has been challenged, it is a
plaintiff's “burden of proving that subject matter
jurisdiction exists.” Evans v. B.F. Perkins
Co., 166 F.3d 642, 647 (4th Cir. 1999). The party
seeking the federal forum has the burden of supporting its
allegations with competent proof. Thomson v.
Gaskill, 315 U.S. 442 (1942). Proof that the parties are
citizens of different states must be shown by a preponderance
of the evidence. Sheehan v. Gustafson, 967 F.2d
1214, 1215 (8th Cir. 1992).
because subject matter jurisdiction cannot be waived by a
court or by the partie, and, if lacking, renders a district
court wholly unable to rule on any matter in controversy, in
resolving a motion to dismiss for lack of subject matter
jurisdiction under Rule 12(b)(1), a district court “may
refer to evidence outside the pleadings without converting
the proceeding to one for summary judgment.”
Richmond, F & P.R. Co. v. United States, 945
F.2d 765, 768 (4th Cir. 1991); see also Adler v. Federal
Republic of Nigeria, 107 F.3d 720 (9th Cir. 1997).
considering a motion to dismiss for lack of subject matter
jurisdiction, a court must make all reasonable factual
inferences in favor of the party seeking the federal forum.
See Johnson v. Mueller, 415 F.2d 354, 355 (4th Cir.
1969); MacKethan v. Peat, Marwick, Mitchell &
Co., 439 F.Supp. 1090, 1094 (E.D. Va. 1977). Ultimately,
a court must dismiss a case if it finds that it “lacks
the statutory or constitutional power to adjudicate
it.” Makarova v. United States, 201 F.3d 110,
113 (2d Cir. 2000).
Antero asserts that this action must be dismissed for lack of
subject matter jurisdiction because plaintiff Daniel and
defendant Antero share Colorado citizenship. The plaintiffs
maintain that defendant Antero's principal place of
business is not Colorado, but West Virginia. Therefore, the