Roberts Development Corporation v. Mr. Bult's, Inc.

IN THE UNITED STATES DISTRICT COURT FOR THE
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
ROBERTS DEVELOPMENT
CORPORATION,
Plaintiff,
v.
MR. BULT’S, INC.,
Defendant.
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NO. 3:25-cv-00597
JUDGE CAMPBELL
MAGISTRATE JUDGE HOLMES
MEMORANDUM AND ORDER
Pending before the Court is Defendant Mr. Bult’s, Inc’s (“MBI”) motion to dismiss (Doc.
No. 19), Plaintiff Roberts Development Corporation’s (“RDC”) response in opposition (Doc. No.
22), and Defendant’s reply (Doc. No. 23). For the reasons stated herein, the motion to dismiss will
be GRANTED IN PART and this case will be STAYED pending resolution of the state court
litigation.
I. 	BACKGROUND1
Plaintiff owns property located at 3240 Franklin Limestone Road, Antioch, Tennessee (the
“Property”). On July 17, 2012, the parties entered into a commercial lease agreement (the “Lease”)
pursuant to which Defendant occupies a portion of the property. (Lease, Doc. No. 1-1). The Lease
has been extended several times, most recently in 2020 for an additional ten years to February
2030. (Doc. Nos. 1-2, 1-3). Defendant’s business operations at the property involve hauling waste
from waste transfer stations to landfills for disposal.
Plaintiff alleges Defendant has failed to comply with various state and federal
environmental and regulatory requirements and that Defendant’s operations have resulted in
1 	Unless otherwise stated, the facts in this section are from the Complaint. (Doc. No. 1).
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environmental contamination of the Property including pools of contaminated sludge and the
possibility that contaminated sludge has entered the groundwater and Mill Creek, which borders
the property. Plaintiff claims the environmental contamination and failure to comply with
environmental regulations breaches several provisions of the Lease and has diminished the value
of the property.
On May 13, 2025, Plaintiff sent Defendant a letter notifying Defendant that it was in breach
of the Lease due to the presence of contaminated sludge and Defendant’s failure to abide by
environmental regulations. Plaintiff contends the environmental damage caused by Defendant’s
failure to comply with environmental regulations cannot be cured. On May 29, 2025, Plaintiff
notified Defendant that it remained in default of the Lease, that Plaintiff was terminating the Lease,
and directing Defendant to vacate the property immediately. (¶ 65). In the same letter, Plaintiff
notified Defendant that it was activating the acceleration clause in the Lease and that the balance
of the rental payments through February 2030 in the amount of $279,105.00 was due immediately.
(Id.; Doc. No. 1-7).
On May 29, 2025, Plaintiff initiated this lawsuit bringing state law claims against
Defendant for ejectment, unlawful detainer, and breach of contract. (See Complaint, Doc. No. 1).
But this federal lawsuit is not the beginning of litigation between these parties. Six months before
Plaintiff filed the federal action, it sued Defendant in state court concerning breach of many of the
same provisions in the same Lease based on alleged contamination of the Property.2 See Roberts
Development Corporation v. Mr. Bult’s, Inc., Case No. 24C2683, Circuit Court for Davidson
2 	In both cases, Plaintiff alleges Defendant’s breach included breach of the Lease provisions
regarding “Manner and Purpose” (Lease, Paragraph 5), “Hazardous Activities” (Lease Paragraph 6), and
“Environmental” (Lease, Paragraph 25). (Compare Complaint, Doc. No. 1, ¶¶ 20-22, 27; with State
Complaint, Doc. No. 19-3, ¶¶ 16-20).
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County, Tennessee (filed in this case at Doc. No. 19-3). The state court case also brings claims for
ejectment, unlawful detainer, and breach of contract. (Id.). The state court complaint alleges
Defendant breached the Lease by storing tires and unidentified liquids on the property, the
accumulation of trash and debris throughout the Property, and an offensive odor. (Id.).
Defendant moved for dismissal under Federal Rules of Civil Procedure 12(b)(1) and
12(b)(6) arguing that Plaintiff has not pled fact sufficient to show that the matter in controversy
exceeds the sum or value of $75,000, or, in the alternative, that the Court should abstain from
exercising jurisdiction in light of the parallel state court litigation or dismiss the case for failure to
state a claim. (Doc. No. 19).
II. 	STANDARD OF REVIEW
A. Rule 12(b)(1)
Whether a court has subject-matter jurisdiction is a “threshold determination” in any action.
Am. Telecom Co. v. Republic of Lebanon, 501 F.3d 534, 537 (6th Cir. 2007). This reflects the
fundamental principle that “[j]urisdiction is power to declare the law, and when it ceases to exist,
the only function remaining to the court is that of announcing the fact and dismissing the cause.”
Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 94 (1998) (quoting Ex parte McCardle, 74
U.S. (7 Wall.) 506, 514 (1868)); see also, Wayside Church v. Van Buren Cty., 847 F.3d 812, 816
(6th Cir. 2017) (explaining that courts “are ‘bound to consider [a] 12(b)(1) motion first, since [a]
Rule 12(b)(6) challenge becomes moot if th[e] court lacks subject matter jurisdiction” (quoting
Moir v. Greater Cleveland Reg’l Transit Auth., 895 F.2d 266, 269 (6th Cir. 1990))).
The party asserting subject-matter jurisdiction bears the burden of establishing that it exists.
Ammons v. Ally Fin., Inc., 305 F. Supp. 3d 818, 820 (M.D. Tenn. 2018). A motion to dismiss under
Rule 12(b)(1) for lack of subject-matter jurisdiction “may either attack the claim of jurisdiction on
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its face or it can attack the factual basis of jurisdiction.” Golden v. Gorno Bros., Inc., 410 F.3d
879, 881 (6th Cir. 2005). A facial attack challenges the sufficiency of the pleading and, like a
motion under Rule 12(b)(6), requires the Court to take all factual allegations in the pleading as
true. Wayside Church, 847 F.3d at 816–17 (quoting Gentek Bldg. Prods., Inc. v. Sherwin-Williams
Co., 491 F.3d 320, 330 (6th Cir. 2007)). Here, Defendant makes a facial attack.
B. Rule 12(b)(6)
Federal Rule of Civil Procedure 12(b)(6) permits dismissal of a complaint for failure to
state a claim upon which relief can be granted. For purposes of a motion to dismiss, a court must
take all of the factual allegations in the complaint as true. Ashcroft v. Iqbal, 556 U.S. 662 (2009).
To survive a motion to dismiss, a complaint must contain sufficient factual allegations, accepted
as true, to state a claim for relief that is plausible on its face. Id. at 678. A claim has facial
plausibility when the plaintiff pleads facts that allow the court to draw the reasonable inference
that the defendant is liable for the misconduct alleged. Id. In reviewing a motion to dismiss, the
Court construes the complaint in the light most favorable to the plaintiff, accepts its allegations as
true, and draws all reasonable inferences in favor of the plaintiff. Directv, Inc. v. Treesh, 487 F.3d
471, 476 (6th Cir. 2007). Thus, dismissal is appropriate only if “it appears beyond doubt that the
plaintiff can prove no set of facts in support of his claim which would entitle him to relief.”
Guzman v. U.S. Dep’t of Children’s Servs., 679 F.3d 425, 429 (6th Cir. 2012).
In considering a Rule 12(b)(6) motion, the Court may consider the complaint and any
exhibits attached thereto, public records, items appearing in the record of the case, and exhibits
attached to a defendant’s motion to dismiss provided they are referred to in the Complaint and are
central to the claims. Bassett v. National Collegiate Athletic Assn., 528 F.3d 426, 430 (6th Cir.
2008).
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Defendant’s motion to dismiss includes filings from the state court proceeding. Such
documents are public records which can be considered even when matters outside the pleadings
are otherwise excluded. Here, the Court has considered the documents attached to the Complaint
and public records in the state court action, but has not considered other materials attached to
Defendant’s motion to dismiss.
III. ANALYSIS
C. Diversity Jurisdiction
Plaintiff states the Court has subject matter jurisdiction based on the diversity of the parties
and the amount in controversy. Under 28 U.S.C. § 1332, a district court possesses subject matter
jurisdiction when the matter is between citizens of different states and the amount in controversy
exceeds $75,000. Here, there is no dispute that the parties are citizens of different states. Defendant
argues that the allegations in the Complaint do not establish that the amount in controversy exceeds
$75,000.
For purposes of diversity jurisdiction, “[t]he party seeking the federal forum bears the
burden of proving that the amount in controversy exceeds $75,000.” Durant v. Servicemaster Co.,
109 F. App’x 27, 29 (6th Cir. 2004). The Court discerns the amount in controversy by “consulting
the face of the complaint and accepting the plaintiff’s good faith allegations.” Thornton v.
Comerica Bank, 510 F. App’x 439, 440 (6th Cir. 2013). Courts should “not dismiss a complaint
for lack of subject matter jurisdiction unless it appears to a legal certainty that the plaintiff in good
faith cannot claim the jurisdictional amount.” Charvat v. NMP, LLC, 656 F.3d 440, 447 (6th Cir.
2011).
Defendant acknowledges that Plaintiff claims it is entitled to enforce the acceleration
clause in the Lease, payment under which would total $264,560.00, but argues that Plaintiff’s
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claim of entitlement to this amount is a legal conclusion, not a factual allegation to be accepted as
true and therefore should not be considered in determining whether the amount in controversy
requirement is met. Defendant also argues that the acceleration clause is unenforceable and that
the allegation of damages does not account for Plaintiff’s duty to mitigate damages.
The Court finds Plaintiff has adequately alleged facts to support its contention that the
amount in controversy is in excess of $75,000. Not only does Plaintiff claim to be entitled to
$264,560.00 under the Lease’s acceleration clause, it also claims Defendant is responsible for the
costs of remediating the alleged environmental damage, and for attorneys’ fees. See Williamson v.
Aetna Life Ins. Co., 481 F.3d 369, 376 (6th Cir. 2007) (contractual attorneys’ fees may be
considered in determining the amount in controversy). Even taking into account Plaintiff’s
mitigation of damages and the uncertainty regarding the cost of remediation of the environmental
damage and attorneys fees, the Court is satisfied that it is “more likely than not” that the damages
and attorneys fees in this case could exceed $75,000. Accordingly, the amount-in-controversy
requirement is met and MBI’s motion to dismiss for lack of subject matter jurisdiction is denied.
D. Failure to State a Claim
Defendant argues Plaintiff fails to state a claim for breach of contract because the Lease
requires notice and an opportunity to cure. Plaintiff claims that notice of default was never
provided and that it has cured the permitting deficiency. Plaintiff also argues that default cannot
be based on “undefined past harm” and nothing in the lease requires Defendant to remediate
environmental harm.
The Court has reviewed the Complaint and finds Plaintiff has adequately pleaded facts to
state a claim for breach of contract. Defendant’s assertion that it did not receive notice and an
opportunity to cure the alleged breach would require determinations of fact not appropriate at this
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stage. Defendant’s motion to dismiss for failure to state a claim upon which relief can be granted
is denied.
E. Colorado River Abstention
Defendant next argues that the Court should abstain from exercising jurisdiction because
of the parallel state court litigation based on the principles articulated by the Supreme Court in
Colorado River Water Conservation Dist. v. United States, 424 U.S. 800, 817 (1976). (Doc. No.
19 at 11).
In Colorado River, the Supreme Court recognized that “considerations of judicial economy
and federal-state comity may justify abstention in situations involving the contemporaneous
exercise of jurisdiction by state and federal courts.” Romine v. Compuserve Corp., 160 F.3d 337,
339 (6th Cir. 1998) (citing Colorado River, 424 U.S. at 817). Abstention in deference to a parallel
state proceeding is at the discretion of the district court. Id. at 338. In considering whether to defer
to concurrent jurisdiction of a state court, the district court must first determine whether the federal
and state proceedings are, in fact, parallel. Id. at 339. The state court proceedings need not be
identical, merely “substantially similar.” Romine v. Compuserve Corp., 160 F.3d 337, 340 (6th
Cir. 1998). There is also no requirement that the parties in the state court proceedings be identical
to those in the federal case. Heitmanis v. Austin, 899 F.2d 521, 528 (6th Cir. 1990). To assess
substantial similarity, we consider the parties involved, the underlying factual allegations, the
claims asserted, and the requested relief. Novak v. Federspiel, No. 21-1722, 2022 WL 3046973, at
* 2 (6th Cir. Aug. 2, 2022) (citing RSM Richter, Inc. v. Behr Am., Inc., 729 F.3d 553, 557 (6th Cir.
2013)). If “the parties are substantially similar,” and “the claims raised in both suits are predicated
on the same allegations as to the same material facts,” the actions “will come close enough to count
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as parallel.” Preferred Care of Del., Inc. v. VanArsdale, 676 F. App’x 388, 393 (6th Cir. 2017)
(quoting Romine, 160 F.3d at 340).
If the proceedings are parallel, the Court proceeds to consider a non-exhaustive list of
“important factors,” including the “danger of piecemeal litigation” – which was the paramount
consideration in Colorado River. Id. at 340-341. The Supreme Court has identified eight factors a
district court must consider when deciding whether to abstain from exercising its jurisdiction due
to the concurrent jurisdiction of a state court:
(1) whether the state court has assumed jurisdiction over any res or property;
(2) whether the federal forum is less convenient to the parties; (3) avoidance
of piecemeal litigation;...(4) the order in which jurisdiction was
obtained[;]...(5) whether the source of governing law is state or federal; (6)
the adequacy of the state court action to protect the federal plaintiff’s rights;
(7) the relative progress of the state and federal proceedings; and (8) the
presence or absence of concurrent jurisdiction.
Romine, 160 F.3d at 340–41 (collecting cases and factors). When considering these factors, the
Court “does not rest on a mechanical checklist, but on a careful balancing of the important factors
as they apply in a given case, with the balance heavily weighted in favor of the exercise of
jurisdiction.” PaineWebber, Inc. v. Cohen, 276 F.3d 197, 207 (6th Cir. 2001) (citing Moses H.
Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 16 (1983)).
The Court first must consider whether the state and federal cases are parallel. Here, the
cases involve the exact same parties (RDC and MBI), and the exact same three causes of action
based on the same Lease Agreement, concerning the same Property, and seeking substantially the
same relief. Notwithstanding the additional factual allegations and theories of breach in the federal
case, the cases are substantially similar such that they are parallel for abstention purposes.
Plaintiff’s contention that the cases are “not at all parallel” because they involve
“fundamentally different misconduct and breaches of the Lease … as well as distinct remedies” is
drastically misplaced. True, in the federal action Plaintiff alleges additional grounds for the breach
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of contract claim, but to argue that the cases are “fundamentally different” strains credulity.3
Plaintiff even concedes that the “storage of unidentified liquids” alleged in the state complaint is
“tangentially related” to the breach alleged in this case (presumably the “significant amounts of
contaminated sludge [alleged to be] pooled on the ground” or the failure to comply with
environmental regulations related to storage of hazardous materials (see Complaint ¶¶ 42, 46, 61)).
In fact, the Court finds no reason that these additional breach allegations should not or could not
be raised in the earlier filed state action between the same parties, asserting breach of the same
Lease, concerning the same property. The differentiation in theories of breach does not justify two
lawsuits.
Having determined that the state and federal cases are parallel, the Court turns to the factors
set forth in Colorado River and finds these factors warrant abstention. The Circuit Court for
Davidson County, Tennessee, has assumed jurisdiction over the property. The federal forum is
neither more or less convenient to the parties. Plaintiff asserts only state law claims. Piecemeal
litigation is certain to result if the parties litigate the same causes of action in different fora. The
state court action, which predates this case by approximately six months, is significantly further
along. The pleadings in the state court case have closed and the state court judge has denied
Plaintiff’s motion in that case for immediate possession and ruled on discovery-related motions.
The trial in the state case is set for May 18, 2026, while the trial in this case is not scheduled until
3 	Plaintiff’s counsel seems to believe that if they characterize Defendant’s arguments with enough
negative and pejorative adjectives, the Court will ignore its duty to apply the law and conclude that
Defendant’s counsel – who is an experienced attorney from a reputable firm, as Plaintiff’s local counsel
must know – is being disingenuous with the Court. This is not the first time that the undersigned has
observed that this tone and method of briefing by Plaintiff’s local counsel is neither helpful nor respectful
of opposing counsel. Local counsel should not only remind their firm colleagues of this issue, but, as good
local counsel should do, filter any such rhetoric that may be the product of enthusiastic lead counsel who is
perhaps accustomed to a different tone in other jurisdictions. While the Court endeavors to faithfully apply
the law to the facts of each case, this approach to advocacy did Plaintiff no favors here.
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almost a year later, in March 2027 (a date the parties have jointly moved to continue). (See Motion,
Doc. No. 36). Finally, the state court action may adequately protect Plaintiff’s rights as the same
claims are asserted in both cases.
Having considered the relevant factors, the Court finds a stay of this proceeding is
appropriate. As stated above, different theories of breach do not justify two lawsuits.
“Considerations of judicial economy and federal-state comity” amply justify abstention.
IV. CONCLUSION
For the reasons stated, the Defendant’s Motion to Dismiss (Doc. No. 19) is GRANTED
IN PART and DENIED IN PART. The Motion is DENIED as to the motion to dismiss for lack
of subject matter jurisdiction, DENIED as to the motion to dismiss for failure to state a claim, and
GRANTED as to the motion to abstain in deference to the earlier filed state court litigation.
Accordingly, this case is hereby STAYED and ADMINISTRATIVELY CLOSED
pending the outcome of the state court litigation. Bates v. Van Buren Township, 122 F. App’x 803,
809 (6th Cir. 2004) (observing that when Colorado River abstention is appropriate, “a stay is the
best way to effectuate” it). The parties shall notify the Court within 14 days of the resolution of
the state case. If the state matter has not resolved by August 1, 2026, the parties shall file a status
update.
It is so ORDERED.
______________________________________
WILLIAM L. CAMPBELL, JR.
CHIEF UNITED STATES DISTRICT JUDGE
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