Ada Real Estate Joint Venture, LTD v. Staples the Office Superstore East, Inc.

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF OKLAHOMA
ADA REAL ESTATE JOINT VENTURE,
LTD., a foreign limited liability company,
Plaintiff,
v.
STAPLES THE OFFICE SUPERSTORE,
EAST, INC., a foreign corporation; and
STAPLES, INC., a foreign corporation,
Defendants.
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Case No. 6:24-cv-437-JAR
OPINION AND ORDER
Before the Court is the Motion to Certify [Dkt. 79] filed by plaintiff Ada Real
Estate Joint Venture, Ltd. ("Landlord") pursuant to Fed. R. Civ. P. 54(b). Defendants
Staples the Office Superstore East, Inc. and Staples, Inc. (collectively, "Tenant") do
not oppose the Motion to Certify. See [Dkt. 80].
I. 	BACKGROUND
1. 	Landlord initiated this action on August 20, 2024 in the District Court
of Pontotoc County, Oklahoma, asserting the following claims against Tenant: breach
of contract for failure to file an insurance claim to replace the leased premises roof
(Count I); breach of contract for failure to restripe and reseal the leased premises
parking lot (Count II); violation of the doctrine of waste based on the allegations
underlying Count I (Count III); and violation of the doctrine of waste based on the
allegations underlying Count II (Count VI). [Dkt. 2-4].
2. 	Tenant 	filed 	an 	Answer 	and 	Counterclaim 	on 	October 	11, 	2024,
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asserting compulsory counterclaims against Landlord for breach of contract based on
out-of-pocket damages caused by roof leaks; breach of contract based on Landlord's
failure to perform adequate roof repairs; breach of the covenant of quiet enjoyment;
and a declaratory judgment that Landlord is obligated under the parties' lease
agreement to restore the roof at its sole expense. [Dkt. 3].
3. 	On November 8, 2024, Tenant removed this action to the United States
District Court for the Eastern District of Oklahoma pursuant to 28 U.S.C. §§ 1332,
1141, and 1446. [Dkt. 2]. By way of the parties' express consent, and in accordance
with Fed. R. Civ. P. 73(a) and 28 U.S.C. § 636(c)(1), the undersigned United States
Magistrate Judge exercises complete jurisdiction over this action through and
including trial and entry of final judgment. See [Dkt. 12; Dkt. 13].
4. 	On or about March 31, 2025, the parties finalized a limited satisfaction
and release agreement discharging Counts II and IV of Landlord's petition. See [Dkt.
36 at 5 & n.1; Dkt. 57 at ¶ 4].
5. 	On April 11, 2025, Landlord filed a Motion for Partial Summary
Judgment on Count I. [Dkt. 35]. That same day, Tenant filed a Motion for Partial
Summary Judgment on Counts I and III. [Dkt. 36]. The Court conducted an in-person
hearing on June 17, 2025 to receive oral argument on to the parties' respective
motions. [Dkt. 42; Dkt. 43]. By Order entered July 9, 2025, the Court denied
Landlord's Motion for Partial Summary Judgment and granted Tenant's Motion for
Partial Summary Judgment ("July 9th Order"). [Dkt. 52]. The Court further found
that Staples, Inc. had not been a party to the lease at issue since January 2019, and
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accordingly dismissed Staple's Inc. as a defendant. [Id. at 10].
6. 	On August 6, 2025, Landlord filed a Motion to Dismiss Counts II and IV
with prejudice pursuant to the parties' limited satisfaction and release agreement.
[Dkt. 57]. That same day, Tenant filed a Motion to Dismiss all counterclaims asserted
against Landlord without prejudice. [Dkt. 58]. By Order entered August 7, 2025, the
Court granted both dismissal motions. [Dkt. 59]. Judgment was contemporaneously
entered in favor of Tenant and against Landlord. [Dkt. 60].
7. 	Landlord subsequently filed a Motion to Reconsider the Court's July 9th
Order. [Dkt. 62]. By Order entered August 20, 2025, the Court denied Landlord's
Motion to Reconsider ("August 20th Order"). [Dkt. 63].
8. 	On September 19, 2025, Landlord filed a Notice of Appeal of the Court's
July 9th and August 20th Orders. [Dkt. 73]. Landlord thereafter filed its Opening
Brief in the United States Court of Appeals for the Tenth Circuit. [Appeal No. 25-
7074, Docket Entry No. ("App. Dkt.") 18].
9. 	By Order entered March 12, 2026, the Tenth Circuit directed Landlord
to file either (i) a memorandum brief "set[tting] forth any basis in law or fact for the
court to conclude that it has appellate jurisdiction over this appeal;" (ii) "a notice that
Landlord and/or Tenant intend to seek a Rule 54(b) certification in the district court;"
or (3) "a notice aimed at securing a final adjudication on the merits of any and all
remaining claims in this matter." [App. Dkt. 25 at 4]. Citing its decision in Heimann
v. Snead, 133 F.3d 767 (10th Cir. 1998), the Tenth Circuit observed that "dismissal
without prejudice of Defendants' counterclaims does not render the prior decisions
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disposing of Plaintiffs' complaint on the merits final and appealable under [28 U.S.C.]
§ 1291." [Id. at 3 (quoting Heimann, 133 F.3d at 768)].
10. 	On March 25, 2026, Landlord filed a notice with the Tenth Circuit
stating its intent to seek Rule 54(b) certification. [App. Dkt. 26]. Landlord filed its
motion for Rule 54(b) certification in this Court the following day. [Dkt. 79].
II. 	ANALYSIS
Federal appellate courts have jurisdiction to review "final decisions of the
district court." 28 U.S.C. § 1291. "A final decision must dispose of all claims by all
parties, except a decision may otherwise be considered final if it is properly certified
as a final judgment under Federal Rule of Civil Procedure 54(b)." New Mexico v.
Trujillo ("Trujillo"), 813 F.3d 1308, 1316 (10th Cir. 2016). In Heimann, much like in
this case, plaintiffs voluntarily dismissed their remaining claim with prejudice and
defendants voluntarily dismissed their remaining counterclaims without prejudice.
See 133 F.3d at 768. Plaintiffs later appealed, and the Tenth Circuit concluded it
lacked jurisdiction in the absence of a final adjudication or a Rule 54(b) certification
from the district court. See id. at 769-70; cf. Trujillo, 813 F.3d at 1316.
Rule 54(b) states in relevant part:
When more than one claim for relief is presented in an action, whether
as a claim, counterclaim, cross-claim, or third-party claim, … the court
may direct the entry of a final judgment as to one or more but fewer than
all the claims … only upon the express determination that there is no
just reason for delay and upon an express direction for the entry of
judgment.
Fed. R. Civ. P. 54(b) (emphasis added). When considering whether to grant a request
for Rule 54(b) certification, a district court must make two explicit determinations in
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the certification order. Stockman's Water Co. v. Vaca Partners, 425 F.3d 1263, 1265
(10th Cir. 2005). First, the district court must determine whether the judgment is
final. Id. Second, it must determine there is no just reason for delay of entry of its
judgment. Id. In doing so, district courts should "clearly articulate their reasons and
make careful statements based on the record supporting their determination of
'finality' and 'no just reason for delay[.]'" Id. (quotations omitted).
The first requirement is satisfied. A final judgment is "an ultimate disposition
of an individual claim entered in the course of a multiple claims action." Curtiss-
Wright Corp. v. Gen. Elec. Co., 446 U.S. 1, 7 (1980). "[A] 'claim' is generally understood
to be all the connected elements of a particular case." Okla. Tpk. Auth. v. Bruner, 259
F.3d 1236, 1242 (10th Cir. 2001). In other words, "a judgment is not final for the
purposes of Rule 54(b) unless the claims resolved are distinct and separable from the
claims left unresolved." Id. at 1243. Here, all of Landlord's claims not extinguished
by the parties' satisfaction and release were adjudicated by the Court's July 9th Order
granting summary judgment to Tenant on Counts I and III. Tenant's counterclaims,
by contrast, were dismissed without prejudice and have not been adjudicated on the
merits. Landlord seeks certification only as to the merits of Count I, and the questions
resolved there—Tenant's alleged contractual obligation to fund roof replacement and
the effect of the lease's insurance-claim provisions—are distinct and separable from
any future counterclaims for Tenant's own damages or declaratory relief. See [Dkt.
79 at 7-8]. The July 9th Order therefore constitutes "an ultimate disposition" of
Landlord's remaining claims. Curtiss-Wright Corp., 446 U.S. at 7.
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The second requirement is also satisfied. Rule 54(b) is intended "to avoid the
possible injustice of a delay in entering judgment on a distinctly separate claim …
until the final adjudication of the entire case by making an immediate appeal
available." Okla. Tpk. Auth., 259 F.3d at 1241 (quotation omitted). The district court
must act as a "dispatcher" under Rule 54(b) by balancing the interests of judicial
efficiency against the inequity of delaying an appeal. Curtiss-Wright Corp., 446 U.S.
at 8. The July 9th Order resolved all of Landlord's remaining claims by granting
Tenant summary judgment on Counts I and III and denying Landlord summary
judgment on Count I. Judgment was then entered in Tenant's favor on all claims,
while Tenant's counterclaims were dismissed without prejudice. The legal and factual
questions underlying Count I will not be mooted or altered by whether or how Tenant
pursues any future counterclaims. Thus, certification will not create a risk of
duplicative or overlapping appeals on the same legal issues, and an immediate appeal
will promote judicial efficiency by allowing the Tenth Circuit to resolve the parties'
core dispute over roof replacement obligations before any party elects to pursue
additional litigation.
III. 	CONCLUSION
In 	light 	of 	the 	foregoing 	considerations, 	and 	mindful 	that 	Rule 	54(b)
certification "is not to be made routinely," the Court expressly determines that there
is no just reason for delay and expressly directs the entry of final judgment in favor
of Tenant and against Landlord on Count I pursuant to Rule 54(b). Okla. Tpk. Auth.,
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259 F.3d at 1241; Stockman's Water Co., 435 F.3d at 1265. WHEREFORE, Landlord's
motion for Rule 54(b) certification [Dkt. 79] is hereby GRANTED.
IT IS SO ORDERED on this 27th day of April, 2026.
_______________________________________
JASON A. ROBERTSON
UNITED STATES MAGISTRATE JUDGE
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