UNITED STATES COURT OF APPEALS FOR THE FIFTH CIRCUIT
FRIENDS FOR AMERICAN FREE ENTERPRISE ASSOCIATION,
WAL-MART STORES, INC., doing business as Sam's Club,
a Delaware Corporation; SAM'S WEST, INC.,
doing business as Sam's Club,
Case No. 01-40420
FRIENDS FOR AMERICAN FREE ENTERPRISE ASSOCIATION,
WAL-MART STORES, INC., Etc.; Et Al,
SAM'S WEST, INC., doing business as Sam's Club,
Appeals from the United States District Court for the Eastern District of Texas, Marshall Division
March 1, 2002
Before JONES, WIENER, and PARKER, Circuit Judges.
EDITH H. JONES, Circuit Judge:
Friends for American Free Enterprise, an association of
manufacturers' representatives, contends that Sam's Club is
tortiously interfering with the contractual relationships between
representatives and the manufacturers who supply merchandise to
Sam's. The district court dismissed the case for lack of standing.
As we agree that the nature of the case requires participation of
the association's individual members, we AFFIRM the district
court's order of dismissal. In a related appeal, we AFFIRM the
district court's order denying Sam's Club's motion for sanctions
pursuant to Rule 11.
Sam's Club decided in February 2000 that it would no
longer purchase goods through manufacturers' representatives but
instead would deal directly with the manufacturers themselves.
Several manufacturers' representatives affected by this "no-broker"
policy formed a non-profit association, Friends for American Free
Enterprise Association ("Friends"), which filed this action for
injunctive relief on the grounds that Sam's Club was tortiously
interfering with the representatives' contractual relationships
with the manufacturers.
Sam's Club moved to dismiss the case for lack of
standing. Friends claimed it had "associational standing" to bring
suit on behalf of its members, but the organization refused to
identify its members or to produce the specific contracts that
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Sam's Club allegedly was interfering with. After conducting
hearings on the motion, the district court dismissed the action for
lack of standing and denied all pending motions, including Sam's
Club's motion for sanctions under Rule 11. In these consolidated
appeals, Friends appeals from the order of dismissal, and Sam's
Club appeals from the denial of sanctions.
An organization can assert "associational standing" to
represent the interests of individuals only if it can show, inter
alia, that "the nature of the case does not require the
participation of the individual affected members as plaintiffs to
resolve the claims or prayers for relief at issue." Friends of the
Earth, Inc. v. Chevron Chemical Co., 129 F.3d 826
, 827-28 (5th Cir.
1997)(citing Hunt v. Washington State Apple Advert. Comm'n, 432 U.S. 333
The individual members of Friends must participate if the
district court is to resolve these tortious interference claims.
As a preliminary matter, individual participation is necessary to
resolve the basic choice-of-law question. Although Friends seems
to assume that Texas tort law would apply, nothing in the record
indicates that Texas has the most significant relationship to the
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tortious conduct and the parties.1 See Thomas v. N.A. Chase
Manhattan Bank, 994 F.2d 236
, 241 (5th Cir. 1993). Assuming that
Texas law applies, principles of due process would require that
Sam's Club be able to obtain sufficient knowledge of the affected
contracts to defend against the representatives' claims and,
perhaps, to assert the affirmative defense of justification. See
Prudential Ins. Co. of Am. v. Financial Review Servs., Inc., 29
S.W.3d 74, 77-78, 80-81 (Tex. 2000). Finally, if Friends were to
prove all the elements of tortious interference, the district court
would need individualized information about the contracts to
determine the proper scope of an injunction.
Friends cites Supreme Court and Fifth Circuit precedent
for the proposition that the participation of individual members is
less likely to be required if the association is seeking injunctive
relief only. What distinguishes this case from prior decisions,
however, is not the relief requested but the nature of the claims
asserted. Most of the decisions that Friends relies upon involved
pure questions of law. See, e.g., International Union, UAW v.
Brock, 477 U.S. 274
, 287 (1986)(whether an agency's interpretation
of a statute was correct); Hunt, 432 U.S. at 333 (whether a state
The court's decision to apply the substantive law of
Texas (as opposed to Arkansas, for example) could have a significant effect on what the plaintiff would be required to
prove. Compare Powell Indus., Inc. v. Allen, 985 S.W.2d 455 (Tex.
1998), with Mason v. Wal-Mart Stores, Inc., 969 S.W.2d 160 (Ark.
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statute violated the dormant Commerce Clause); Friends of the
Earth, 129 F.3d at 827 (whether a chemical company was violating a
discharge permit); Familias Unidas v. Briscoe, 619 F.2d 391
(5th Cir. 1980)(whether a state statute violated the First
Amendment). In this case, on the other hand, Friends alleges that
Sam's Club's policy improperly interferes with multiple, specific
contracts between individual representatives and their
manufacturers. We see no way to resolve such fact-specific tort
claims without participation of the individual members of the
After dismissing Friends' tortious interference action,
the district court denied Sam's Club's motion for sanctions under
Rule 11. Sam's Club contends that the district court abused its
discretion in denying its Rule 11 motion.
Contrary to Friends' assertion, we have jurisdiction over
this appeal. See Didie v. Howes, 988 F.2d 1097
, 1103 (11th Cir.
1993)("[A] district court's postjudgment order denying Rule 11
sanctions is a properly appealable final order."), cited in
Thornton v. General Motors Corp., 136 F.3d 450
, 453 (5th Cir.
1998). We review the district court's denial of Rule 11 sanctions
for abuse of discretion. Thomas v. Capital Security Services,
Inc., 836 F.2d 866
, 872 (5th Cir. 1988)(en banc). ""˜Generally, an
abuse of discretion only occurs where no reasonable person could
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take the view adopted by the trial court.'" Dawson v. United
States, 68 F.3d 886
, 896 (5th Cir. 1995)(quoting Lorentzen v.
Anderson Pest Control, 64 F.3d 327
, 330 (7th Cir. 1995)).
Although the district court did not provide reasons for
denying the motion for sanctions, this denial could be an implicit
finding that Friends did not bring this litigation for an improper
purpose and that Friends' legal arguments were not so frivolous as
to warrant sanctions. Based on the record before us, the district
court's conclusion would be reasonable and would not constitute an
abuse of discretion.
We must note, however, that both parties assert (with
only minimal support from the record) that the district court did
not consider the merits of the Rule 11 motion. Sam's Club stated
in its brief on appeal that the district court "operated under the
misapprehension that it was without authority to rule on Sam's
Club's motion for sanctions" because the court had dismissed the
underlying action.2 Friends' position is that the district court
"chose to defer ruling on all motions" until after the standing
issue had been decided on appeal. In light of both parties'
"The district court retains power to issue sanctions
under Rule 11 even though the action is no longer pending before
it." WRIGHT & MILLER, FEDERAL PRACTICE AND PROCEDURE: CIVIL 2D (2001 Supp.)
§ 1336 at 71. See also Willy v. Coastal Corp., 503 U.S. 131
(1992)(holding that a district court may impose sanctions pursuant
to Rule 11 in a case in which the district court is later
determined to be without subject matter jurisdiction).
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expectation that the district court would reconsider the Rule 11
motion, we remand the case so that the district court may consider
or reconsider the question of sanctions under Rule 11, either on
the court's own initiative or on a renewed motion by Sam's Club.
For the foregoing reasons, the district court's order
dismissing Friends' action for lack of standing and its order
denying Sam's Club's motion for sanctions under Rule 11 are both
AFFIRMED, and the case is REMANDED for further proceedings
consistent with this opinion.
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