interpreting § 682 and stating that “Oklahoma law does not prohibit a suit based on an officer’s director’s or shareholder’s direct involvement with the transaction or occurrence at the heart of the lawsuit”
How later courts described this case
- interpreting § 682 and stating that “Oklahoma law does not prohibit a suit based on an officer’s director’s or shareholder’s direct involvement with the transaction or occurrence at the heart of the lawsuit”
Written by the judges who cited it.
The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
TONY SALAZAR, as next of kin of )
CHRISTOPHER HARTMAN, deceased, )
et al., )
)
Plaintiffs, )
)
v. ) Case No. CIV-23-986-SLP
)
SOUTHWEST LTC – NW OKC, LLC, )
et al., )
)
Defendants. )
O R D E R
Before the Court is Defendant Ronald R. Payne’s Motion to Dismiss [Doc. No. 16].
Plaintiffs Tony Salazar and Mary Hartman have responded [Doc. No. 23]. Defendant
Payne did not reply, and the time to do so has passed.
I. Background1
Plaintiffs bring this action in relation to the death of Christopher Hartman at an
Oklahoma skilled nursing facility called Northwest Nursing Center, which was owned and
operated by Defendants. See Compl. [Doc. No. 1] ¶¶ 1, 9-31. Plaintiffs allege Mr. Hartman
“died from an avoidable infection the source of which included a pressure injury and/or
urinary tract infection and/or pneumonia.” Id. ¶ 61. Most of the Defendants are entities
that either directly or indirectly owned, operated, or managed the subject nursing facility,
1 The Court accepts all well pleaded factual allegations in the Complaint as true and views them
in the light most favorable to Plaintiffs. See Farmer v. Kan. State Univ., 918 F.3d 1094, 1102
(10th Cir. 2019).
or provided ancillary medical services. See id. ¶¶ 8-25. Defendant Payne is an individual
who allegedly “managed, maintained, and/or controlled” the facility. Id. ¶ 28.
As relevant here, Plaintiffs allege Defendant Payne was involved in “managing,
maintaining, and controlling” the facility where Mr. Hartman died, and they sue him “in
his individual capacity for his direct participation in the daily operations and management
of the facility.” Id. ¶¶ 26-27. Plaintiffs specifically allege that Defendant Payne exercised
“final authority” over the following: (1) staffing budgets; (2) development and
implementation of nursing policies and procedures; (3) hiring and firing of the
administrator; and (4) appointing the governing body that is legally responsible for
establishing and implementing policies regarding the management and operation of the
facility. Id. ¶¶ 29(a)-(d). Plaintiffs claim these actions and business decisions of Defendant
Payne had a direct impact on the care provided to Mr. Hartman. Id. ¶ 30.
Beyond that, Plaintiffs generally include collective allegations pertaining to all
Defendants. See generally id. They claim all the Defendants jointly participated in an
effort to increase profits by recruiting and retaining high acuity patients who paid more for
medical services, all while imposing operational budgets that did not allow for adequate
medical care. See id. ¶¶ 95, 104-116. Plaintiffs further allege that the facility was
understaffed such that it was not in compliance with relevant laws and regulations, and that
the staff available was not properly qualified or trained. See id. ¶¶ 95, 112, 120, 124.
II. Legal Standard
To withstand a motion to dismiss under Rule 12(b)(6), “a complaint must contain
sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its
face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. v. Twombly, 550
U.S. 544, 570 (2007)). A facially plausible complaint contains “factual content that allows
the court to draw the reasonable inference that the defendant is liable for the misconduct
alleged.” S.E.C. v. Shields, 744 F.3d 633, 640 (10th Cir. 2014) (quoting Iqbal, 556 U.S. at
678). While the complaint need not contain “detailed factual allegations,” it must include
“more than labels and conclusions” or a “formulaic recitation of the elements of a cause of
action” to avoid dismissal. Twombly, 550 U.S. at 555. The Court accepts all well-pleaded
allegations as true, views those allegations in the light most favorable to the non-moving
party, and draws all reasonable inferences in the non-moving party’s favor. Brown v. City
of Tulsa, 124 F.4th 1251, 1263 (10th Cir. 2025).
III. Discussion
Defendant Payne argues Plaintiffs’ claims against him individually cannot survive
because they seek to hold him liable as a manager or member of Defendants Southwest
LTC-NW OKC, LLC and Southwest LTC Management Services, LLC in violation of
Oklahoma law. [Doc. No. 16] at 2-3, 6-12. Defendant Payne relies on 12 Okla. Stat. §
682, which provides:
No suit or claim of any nature shall be brought against any officer, director
or shareholder for the debt or liability of a corporation of which he or she is
an officer, director or shareholder, until judgment is obtained therefor against
the corporation and execution thereon returned unsatisfied. This provision
includes, but is not limited to, claims based on vicarious liability and alter
ego. Provided, nothing herein prohibits a suit or claim against an officer,
director or shareholder for their own conduct, act or contractual obligation,
not within the scope of their role as an officer, director or shareholder,
arising out of or in connection with their direct involvement in the same or
related transaction or occurrence
Id. § 682(B) (emphasis added).2 Defendant Payne argues Plaintiffs’ claims against him are
solely based on conduct that is within the scope of his role as the manager of the above-
referenced limited liability companies, therefore he cannot be held individually liable and
any claims against him are premature. See [Doc. No. 16] at 7-12.
The Court finds that Plaintiffs’ allegations regarding Defendant Payne’s personal
participation in the daily operations of the subject facility are sufficient to survive dismissal
at this juncture. As this Court has previously explained, Oklahoma law does not prohibit
a suit or claim against a corporate officer or member of a limited liability company for that
person’s own conduct “arising out of or in connection with their direct involvement in the
same or related transaction or occurrence.” Northstar Mgmt., Inc. v. Vorel, No. CIV-19-
260-SLP, 2019 WL 7753449, at *3 (W.D. Okla. Nov. 20, 2019) (quoting 12 Okla. Stat. §
682(B)); see also Maree v. Neuwirth, 374 P.3d 750, 754 (Okla. 2016) (allegations of direct
negligence against, inter alia, members of a limited liability company would have
amounted to a cognizable legal theory and writ of mandamus would issue to prevent trial
court’s order denying motion to amend to add members as defendants based on 12 Okla.
Stat. §§ 682(B) and (C)); Sauders v. Mangum Nursing Ctr., LLC, 377 P.3d 180, 184 (Okla.
Civ. App. 2016) (interpreting § 682 and stating that “Oklahoma law does not prohibit a suit
based on an officer’s director’s or shareholder’s direct involvement with the transaction or
occurrence at the heart of the lawsuit”).
2 The same “substantive and procedural protection from suits and claims” is afforded to members
and managers of limited liability companies. Id. § 682(C).
The allegations at issue in this action are strikingly similar to those in Sauders. As
in that case, Plaintiffs bring claims against an individual member of a limited liability
company for his alleged role in the daily operations of a nursing facility, including
decisions regarding budgeting and staffing that allegedly had a direct impact on the care
provided to the decedent. Compare Compl. [Doc. No. 1] 4] 28-30; with Sauders, 377 P.3d
at 183-84. “These allegations are specifically directed at [Defendant Payne’s] involvement
in operating the nursing home, not his involvement as a financial stakeholder[,|’ which
“take[s] the matter outside the application of [§ 682].” 377 P.3d at 184.
The Court therefore finds that Plaintiffs have stated plausible claims for relief
against Defendant Payne. Factual development may ultimately prove the claims against
Defendant Payne cannot stand, but such a determination is premature at this juncture. Cf
Tyree v. Cornman, 453 P.3d 497, 509 (Okla. Civ. App. 2019) (“Whether the conduct
alleged by the plaintiffs was or was not within the scope of [the individual defendant’s]
role as an officer, director or shareholder of [the entity defendant] cannot be determined at
the pleading stage.”). For all these reasons, Defendant Payne’s Motion is DENIED.
IV. Conclusion
IT IS THEREFORE ORDERED that Defendant Ronald R. Payne’s Motion to
Dismiss [Doc. No. 16] is DENIED.
IT IS SO ORDERED this 10" day of July, 2025.
bur hop
SCOTT L. PALK
UNITED STATES DISTRICT JUDGE