Polestar LA Alexandria (Jackson) LLC et al v. Benefit Street Partners Realty Operating Partnership LP

Memorandum Opinion and Order – Page 1
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
POLESTAR GA WAYCROSS (PLANT)
LLC and POLESTAR LA
ALEXANDRIA (JACKSON), LLC,
§
§
§
§
Plaintiffs, 	§
§
v. 	§
§
Civil Action No. 3:25-CV-1470-L
BENEFIT STREET PARTNERS
REALTY OPERATING
PARTNERSHIP, L.P.,
§
§
§
§
Defendant. 	§
MEMORANDUM OPINION AND ORDER
Before the court are Defendant Benefit Street Partners Realty Operating Partnership, L.P.’s
Motion for Judgment on the Pleadings (“Defendant’s Motion”) (Doc. 8), filed July 9, 2025; and
Plaintiffs’ Polestar GA Waycross (Plant), LLC and Polestar LA Alexandria (Jackson), LLC’s
(collectively, “Plaintiffs”) Motion for Leave to File First Amended Complaint (“Motion for
Leave”) (Doc. 12), filed July 30, 2025. After consideration of the Motions, briefs, applicable law,
and record, the court denies Defendant’s Motion and grants Plaintiffs’ Motion for Leave.
I. 	Background
Plaintiffs filed this action in the 192nd Judicial District Court of Dallas County, Texas, on
June 9, 2025. 	They sued Defendant and alleged: (1) three claims under the Texas Uniform
Fraudulent Transfers Act, Sections 24.005(a)(1), 24.005(a)(2) and 24.006 of the Texas Business
& Commerce Code; (2) Conversion; and (3) Money had and received. 	With respect to these
alleged claims, Plaintiffs seek actual damages of $1,000,000; avoidance of the wire transfers in
question; reasonable attorney’s fees and costs; and prejudgment and post judgment interest.
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Memorandum Opinion and Order – Page 2
Defendant filed an answer to Plaintiffs’ Petition that included a general denial and a
number of affirmative defenses. Defendant asserted as affirmative defenses the following matters:
1. 	Plaintiffs’ claims are barred in whole or in part under the applicable
statute of limitations.
2. 	Plaintiffs suffered no concrete harm or damage as a result of any
conduct of Defendant such to confer standing to sue Defendant.
3. 	Plaintiffs’ claims are barred in whole or in part because of Plaintiffs’
failure to state a claim or cause of action upon which relief can be
granted.
4. 	Plaintiffs’ claims are barred in whole or in part because if Plaintiffs
suffered or sustained any loss, injury, damage, or detriment, the
same was directly and proximately caused or contributed to by the
intervening acts of others, and not by Defendant.
5. 	Plaintiffs’ claims are barred in whole or in part by the doctrine of
waiver.
6. 	Plaintiffs’ claims are barred in whole or in part by the doctrine of
estoppel.
7. 	Plaintiffs’ claims are barred in whole or in part by the doctrine of
laches.
8. 	Plaintiffs’ claims are barred by the doctrine of acquiescence.
9. 	Plaintiffs’ claims are barred in whole or in part by the doctrine of
unclean hands.
10. 	Plaintiffs’ claims are barred in whole or in part because Plaintiffs
failed and neglected to use reasonable care to protect themselves and
to avoid, minimize, and/or mitigate their alleged injury and/or
damages, if any exist and are proven.
11. 	Plaintiffs’ claims are barred in whole or in part because allowing
Plaintiffs to recover any part of the monetary relief demanded would
result in unjust enrichment.
Def.’s Ans. 1-2 (Doc. 1-8). Defendant also requested that it be awarded reasonable and necessary
attorney’s fees, as well as costs, and that Plaintiffs take nothing by the action they filed against it.
Id. at 2.
Defendant removed this action to federal court on June 9, 2025 (Doc. 1), contending that
federal jurisdiction exists pursuant to 28 U.S.C. §§ 1332(a) and 1441(a), because there is diversity
of citizenship between the parties and the amount in controversy exceeds $75,000, exclusive of
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Memorandum Opinion and Order – Page 3
interest and costs. At this time, it appears that the jurisdictional requirements have been met as to
diversity of citizenship and the amount in controversy. Accordingly, the court determines that it
has subject matter jurisdiction over this action.
II. 	Standard for Dismissal under Rule 12(c)
Any party may move for judgment on the pleadings after the pleadings are closed and when
it would not delay the trial. Fed. R. Civ. P. 12(c). “Rule 7(a) provides that the pleadings are closed
upon the filing of a complaint and an answer (absent a court-ordered reply) . . . .” 5C Charles Alan
Wright & Arthur R. Miller, Federal Practice and Procedure § 1367 at 213 (3d ed. 2004) (footnote
omitted). 	If, however, “a counterclaim, cross-claim, or third-party claim is interposed, . . . the
filing of a reply to a counterclaim, crossclaim answer, or third-party answer normally will mark
the close of the pleadings.” Id. (footnote omitted). A “defendant may not move under Rule 12(c)
prior to filing an answer.” Id. at 214.
A motion brought pursuant to Rule 12(c) “is designed to dispose of cases where the
material facts are not in dispute and a judgment on the merits can be rendered by looking to the
substance of the pleadings and any judicially noticed facts.” Hebert Abstract Co. v. Touchstone
Props., Ltd., 914 F.2d 74, 76 (5th Cir. 1990) (citation omitted). A court, when ruling on a motion
for judgment on the pleadings pursuant to Rule 12(c), applies the same standard as that used for a
motion to dismiss under Rule 12(b)(6) for failure to state a claim upon which relief can be granted.
Doe v. MySpace, Inc., 528 F.3d 413, 418 (5th Cir. 2008) (citation omitted); Great Plains Trust Co.
v. Morgan Stanley Dean Witter, 313 F.3d 305, 313 n.8 (5th Cir. 2002) (citation omitted).
To defeat a motion to dismiss filed pursuant to Rule 12(b)(6) of the Federal Rules of Civil
Procedure, a plaintiff must plead “enough facts to state a claim to relief that is plausible on its
face.” 	Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007); Reliable Consultants, Inc. v.
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Earle, 517 F.3d 738, 742 (5th Cir. 2008); Guidry v. American Pub. Life Ins. Co., 512 F.3d 177,
180 (5th Cir. 2007). A claim meets the plausibility test “when the plaintiff pleads factual content
that allows the court to draw the reasonable inference that the defendant is liable for the misconduct
alleged. The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more
than a sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S. 662,
678 (2009) (internal citations omitted). 	While a complaint need not contain detailed factual
allegations, it must set forth “more than labels and conclusions, and a formulaic recitation of the
elements of a cause of action will not do.” Twombly, 550 U.S. at 555 (citation omitted). 	The
“[f]actual allegations of [a complaint] must be enough to raise a right to relief above the speculative
level . . . on the assumption that all the allegations in the complaint are true (even if doubtful in
fact).” Id. (quotation marks, citations, and footnote omitted). When the allegations of the pleading
do not allow the court to infer more than the mere possibility of wrongdoing, they fall short of
showing that the pleader is entitled to relief. Iqbal, 556 U.S. at 679.
In reviewing a Rule 12(b)(6) motion, the court must accept all well-pleaded facts in the
complaint as true and view them in the light most favorable to the plaintiff. Sonnier v. State Farm
Mut. Auto. Ins. Co., 509 F.3d 673, 675 (5th Cir. 2007); Martin K. Eby Constr. Co. v. Dallas Area
Rapid Transit, 369 F.3d 464, 467 (5th Cir. 2004); Baker v. Putnal, 75 F.3d 190, 196 (5th Cir.
1996). 	In ruling on such a motion, the court cannot look beyond the pleadings. 	Id.; Spivey v.
Robertson, 197 F.3d 772, 774 (5th Cir. 1999). 	The pleadings include the complaint and any
documents attached to it. Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498-99 (5th Cir.
2000). Likewise, “‘[d]ocuments that a defendant attaches to a motion to dismiss are considered
part of the pleadings if they are referred to in the plaintiff's complaint and are central to [the
plaintiff's] claims.”’ Id. (quoting Venture Assocs. Corp. v. Zenith Data Sys. Corp., 987 F.2d 429,
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431 (7th Cir. 1993)). In this regard, a document that is part of the record but not referred to in a
plaintiff’s complaint and not attached to a motion to dismiss may not be considered by the court
in ruling on a 12(b)(6) motion. Gines v. D.R. Horton, Inc., 699 F.3d 812, 820 & n.9 (5th Cir. 2012)
(citation omitted). Further, it is well-established and “‘clearly proper in deciding a 12(b)(6) motion
[that a court may] take judicial notice of matters of public record.”’ Funk v. Stryker Corp., 631
F.3d 777, 783 (5th Cir. 2011) (quoting Norris v. Hearst Trust, 500 F.3d 454, 461 n.9 (5th Cir.
2007) (citing Cinel v. Connick, 15 F.3d 1338, 1343 n.6 (5th Cir. 1994)).
The ultimate question in a Rule 12(b)(6) motion is whether the complaint states a valid
claim when it is viewed in the light most favorable to the plaintiff. Great Plains Trust Co., 313
F.3d at 312. While well-pleaded facts of a complaint are to be accepted as true, legal conclusions
are not “entitled to the assumption of truth.” Iqbal, 556 U.S. at 679 (citation omitted). Further, a
court is not to strain to find inferences favorable to the plaintiff and is not to accept conclusory
allegations, unwarranted deductions, or legal conclusions. R2 Invs. LDC v. Phillips, 401 F.3d 638,
642 (5th Cir. 2005) (citations omitted). The court does not evaluate the plaintiff’s likelihood of
success; instead, it only determines whether the plaintiff has pleaded a legally cognizable claim.
United States ex rel. Riley v. St. Luke’s Episcopal Hosp., 355 F.3d 370, 376 (5th Cir. 2004). Stated
another way:
A motion to dismiss for failure to state a claim concerns the formal sufficiency
of the statement of the claim for relief, not a lawsuit’s merits. So when
reviewing such a motion, we assume that the facts the complaint alleges are
true and view those facts in the light most favorable to the plaintiff. The
complaint survives if it contains sufficient factual matter . . . to state a claim
to relief that is plausible on its face.
Sewell v. Monroe City Sch. Bd., 974 F.3d 577, 582 (5th Cir. 2020) (citations and quotation marks
omitted). Accordingly, the denial of a Rule 12(b)(6) motion has no bearing as to whether a plaintiff
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Memorandum Opinion and Order – Page 6
ultimately establishes the necessary proof to prevail on a claim that withstands a 12(b)(6)
challenge.
III. 	Discussion
A. Defendant’s Motion
Defendant fails to follow the requirements of Local Civil Rule 7.1(i) of the Northern
District of Texas. This Rule provides as follows:
(i) 	Requirement of Appendix; Appendix Requirements
(1) 	A party who relies on materials—including depositions, documents,
electronically 	stored 	information, 	affidavits, 	declarations,
stipulations, admissions, interrogatory answers, or other materials—
to support or oppose a motion must include the materials in an
appendix.
(2) 	The appendix must be assembled as a self-contained document,
separate from the motion, response, reply, and brief.
(3) 	Each page of the appendix must measure 8½ x 11 inches. Non-
documentary 	materials 	(e.g., 	videotapes 	and 	other 	physical
materials) 	and 	oversized 	materials 	(e.g., 	maps 	and 	schematic
drawings) that are included in the appendix must be placed in an
envelope that measures 9 x 12 inches.
(4) 	Each page of the appendix must be numbered legibly in the lower,
right-hand corner. The first page must be numbered as “1,” and
succeeding pages must be numbered sequentially through the last
page of the entire appendix (i.e., the numbering system must not re-
start with each succeeding document in the appendix). An envelope
that contains non-documentary or oversized materials must be
numbered as if it were a single page.
Defendant’s Motion contains no appendix. The failure to include an appendix is a clear
violation of this Local Civil Rule. It is not incumbent upon the court to scour the record or go to
outside sources to analyze and rule on a motion. Everything needs to be in one place, and this is
why an appendix is so important. For example, the court may take judicial notice of matters in
public records as is set forth in the Rule 12(c) standard; however, this Local Civil Rule requires
the material relied on to be set forth in an appendix. Defendant did not do this; instead, it pointed
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to and cited records from other courts. 	To facilitate the court’s review of public documents of
which a court may take judicial notice, the public documents must be included in an appendix.
The failure is a grave error on Defendant’s part, and the court will not countenance it. 	When a
party does not follow the rules of the court, such failure unnecessarily consumes scarce judicial
resources, causes counsel to expend additional resources, and delays the determination of critical
issues in the case. The documents must be readily available for the court to examine to determine
whether they actually are public records of which the court may take judicial notice. If Defendant
wishes the court to consider its Motion, the Motion must be refiled.
Second, the court questions whether a Rule 12(c) motion is the most expeditious way to
resolve this case. A review of the issues in this case may not be subject to quick disposition as
Defendant contends. The court really does not have enough information to ascertain whether all
is as Defendant contends. This is not to say that Defendant may not prevail on some or even on
all of its affirmative defenses; however, at this stage, what is presented to the court is simply too
slender a reed for the court to conclude that Defendant will prevail on its affirmative defenses. For
example, issues decided by other courts may not be binding on this court. 	That remains to be
clarified, discussed, and explored.
The court does not try cases in a piecemeal fashion, as such an approach unnecessarily
delays the resolution of the case. In this vein, the court has the impression that it has not heard the
full story from the parties, and judicial economy is not served if a court makes an injudicious
ruling.
For all of these reasons, the court will deny without prejudice Defendant’s Motion and
allow it to refile the Motion once Plaintiffs have amended their pleadings. 	So that there is no
misunderstanding, what the court said about Defendant not filing an appendix also applies to
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Plaintiffs. Plaintiffs did not file an appendix either. Defendant was mentioned first because it filed
the First Motion and did not file an appendix. Both parties must comply with the Local Civil Rules
of the Northern District of Texas.
B. Plaintiffs’ Motion for Leave
Plaintiffs have requested leave to file a first amended complaint. 	Plaintiffs contend that
they seek to amend, not to introduce new facts, but to restate “existing claims with greater
specificity and in conformity with federal pleading standards, assert [] two new claims, and assert[]
an affirmative defense to the recently asserted limitations defense” asserted by Defendant.
Defendant opposes Plaintiffs’ Motion for Leave.
The provision of Rule 15(a)(2) of the Federal Rules of Civil Procedure that states, “[t]he
court should freely give leave when justice so requires” is not without limitation. Fed. R. Civ. P.
15(a)(2). The decision to allow amendment of a party’s pleadings is within the sound discretion of
the district court. Foman v. Davis, 371 U.S. 178, 182 (1962); Norman v. Apache Corp., 19 F.3d
1017, 1021 (5th Cir. 1994) (citation omitted). In determining whether to allow an amendment of
the pleadings, a court considers the following: “undue delay, bad faith or dilatory motive on the
part of the movant, repeated failure to cure deficiencies by amendments previously allowed undue
prejudice to the opposing party by virtue of allowance of the amendment, [and] futility of
amendment.” Foman, 371 U.S. at 182; Schiller v. Physicians Res. Grp. Inc., 342 F.3d 563, 566
(5th Cir. 2003) (citation omitted).
When a plaintiff has previously amended its pleadings, “[a]t some point, a court must
decide that a plaintiff has had a fair opportunity to make [its] case; if, after that time, a cause of
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action has not been established, the court should finally dismiss the suit.” Jacquez v. Procunier,
801 F.2d 789, 792-93 (5th Cir. 1986); see also Schiller, 342 F.3d at 567 (citation omitted).
Plaintiffs’ situation is markedly different from that of the plaintiffs in Schiller and Jacquez.
The parties in these two cases had amended their pleadings multiple times before the same court.
Plaintiffs have not amended their pleadings before this court, and the court agrees that Plaintiffs’
current pleading is rather threadbare. Further, Defendant suffers no legal prejudice because it will
have the opportunity to file another dispositive motion to the amended pleading if it so desires.
Additionally, there is no repeated failure on Plaintiffs’ part to cure deficiencies previously
identified by the court. 	Finally, no scheduling order has been issued in this case, although one
will be issued in the near future. When the court issues a scheduling order, its sets a deadline for
amendment of pleadings and for adding parties to the litigation. 	Thus, it is premature and
unrealistic for the court to deny the parties leave to amend their pleadings. 	Under these
circumstances, justice requires that Plaintiffs be allowed another opportunity to plead their case
consistent with the law as set forth in the court’s opinion.
IV. 	Conclusion
For the reasons herein stated, the court grants Plaintiffs’ Motion for Leave (Doc. 12), and
denies Defendant’s Motion for Judgment on the Pleadings (Doc. 8). 	Accordingly, the court
directs the clerk of court to file Plaintiffs’ First Amended Complaint (Doc. 12-1) as part of the
record in this case. Also, the court will send out a Status Report Order later this week.
It is so ordered this 31st day of March, 2026.
_________________________________
Sam A. Lindsay
United States District Judge
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