govinfo:USCOURTS-alnd-2_26-cv-00087-0

UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF ALABAMA 
SOUTHERN DIVISION 
 
 
TANNER STEWART, 
 
Plaintiff, 
 
v. 
 
RELI SETTLEMENT SOLUTIONS 
LLC, et al., 
 
Defendants. 
 
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MEMORANDUM OPINION AND ORDER 
In 2020, Kent Stewart sold his business, Defendant Reli Settlement Solutions, 
LLC, to Defendant Acrisure LLC. During and after the transaction, Acrisure told 
Kent and his son, Tanner Stewart, that Tanner would become Reli’s chief executive 
officer when Kent retired.1 So Tanner signed an employment agreement with Reli 
containing non-compete and non -solicitation provisions and continued to work at 
the company. But Reli later hired Defendant Morgan Means to take over as CEO , 
and when Tanner discovered that he would not fill that role, he resigned. 
In January 2026, Tanner filed this action in the Circuit Court of Jefferson 
County, Alabama , seeking (1) a declaratory judgment that his employment 
agreement is invalid (“Count One”) and (2) damages for his claims that Acrisure, 
 
1 The court refers to Kent Stewart and Tanner Stewart by their first names to avoid any 
confusion. 
FILED
 
 2026 Jun-16 PM 02:16
U.S. DISTRICT COURT
N.D. OF ALABAMA

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Reli, and Ms. Means engaged in a civil conspiracy to defraud Tanner (“Count Two”) 
and negligent misrepresentation by Acrisure (“Count Three”). The defendants 
removed the action to this court, contending Tanner fraudulently joined the only 
non-diverse defendant to destroy diversity jurisdiction. (Doc. 1). Tanner moves to 
remand. (Doc. 10). 
For the reasons below, the court WILL GRANT Tanner’s motion and WILL 
REMAND this case back to the Circuit Court of Jefferson County, Alabama. (Id.). 
The court FINDS AS MOOT Tanner’s motion for reconsideration. (Doc. 38). 
I. BACKGROUND 
“The determination of whether a resident defendant has been fraudulently 
joined must be based upon the plaintiff ’s pleadings at the time of removal, 
supplemented by any affidavits and deposition transcripts submitted by the parties.” 
Pacheco de Perez v. AT & T Co. , 139 F.3d 1368, 1380 (11th Cir. 1998). The court 
“must evaluate the factual allegations in the light most favorable to the plaintiff ,” 
resolving any ambiguity in his favor. Crowe v. Coleman, 113 F.3d 1536, 1538 (11th 
Cir. 1997). 
Tanner started his employment with Reli in December 2018 as a clerical 
employee, but within two years, he became the manager of the operations 
department and corporate accounting systems. (Doc. 1-1 ¶¶ 7–8). In 2020, Kent sold 
Reli to Acrisure. (Id. ¶ 6). Reli became a wholly owned subsidiary of Acrisure. (Doc. 

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1-4 ¶ 3). Kent and Tanner continued to work for the company. (Doc. 1-1 ¶¶ 6–7, 9). 
During and after the transaction, “Acrisure repeatedly assured [Kent] and [Tanner] 
that [Tanner] would” become CEO when Kent retired. (Id. ¶ 9). Based on these 
representations, Tanner signed an employment agreement that contained non -
compete and non -solicitation provisions. (Id. ¶¶ 10–15, 31). Kent also signed an 
employment agreement and agreed to remain at the company for a minimum of two 
years to transition the CEO role to Tanner. (Id. ¶ 9). 
Despite Acrisure’s representations “on numerous occasions,” Acrisure did not 
plan to make Tanner the CEO. (Doc. 1-1 ¶¶ 27–28). Instead, the company hired 
Ms. Means in 2025. (Id. ¶ 21). Acrisure, one of its employees, and Ms. Means agreed 
to “keep [Kent] and [Tanner] at the Company until [Ms.] Means had sufficient 
knowledge of the business to take over management of the Company.” (Id. ¶¶ 20–
21). Because Tanner believed he would become CEO, he remained at Reli during 
this time. (Id. ¶ 31). But when he and Kent discovered that Ms. Means would become 
CEO, both resigned. (Doc. 1-1 ¶ 22). 
II. DISCUSSION 
Federal courts are of limited jurisdiction , and a defendant may remove only 
cases that the court would have jurisdiction over if originally filed in federal court. 
28 U.S.C. § 1441(a); see Dart Cherokee Basin Operating Co., LLC v. Owens , 574 
U.S. 81, 87–88 (2014). Thus, a defendant may remove a case based on diversity 

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jurisdiction when the parties are completely diverse and the amount in controversy 
exceeds $75,000. 28 U.S.C. § 1332(a). Tanner and Ms. M eans are both citizens of 
Alabama. (Doc. 1-1 ¶¶ 1, 4; doc. 1 at 4–5). 
The defendants argue that this court has diversity jurisdiction because Tanner 
fraudulently joined Ms. Means. (Doc. 1 at 5–15; doc. 29). A court will find joinder 
fraudulent and disregard the citizenship of a party in three situations: (1) “when there 
is no possibility that the plaintiff can prove a cause of action against the resident 
(non-diverse) defendant,” (2) “when there is outright fraud in the plaintiff’s pleading 
of jurisdictional facts,” or (3) “where a diverse defendant is joined with a nondiverse 
defendant as to whom there is no joint, several or alternative liability and where the 
claim against the diverse defendant has no real connection to the claim against the 
nondiverse defendant.” Triggs v. John Crump Toyota, Inc. , 154 F.3d 1284 , 1287 
(11th Cir. 1998). The burden of establishing fraudulent joinder rests on the removing 
party, and it is a heavy one. Crowe, 113 F.3d at 1538. 
The defendants assert only the first type of fraudulent joinder and argue that 
there is no possibility a state court could find that Ms. Means made any fraudulent 
misrepresentations or that she engaged in a conspiracy. (Doc. 1 at 5–6; doc. 29 at 9). 
The court addresses whether Tanner can assert a conspiracy claim against 
Ms. Means before turning to fraudulent misrepresentation. 
 

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1. Civil Conspiracy 
Count Two alleges Ms. Means, Reli, and Acrisure conspired to fraudulently 
misrepresent that Tanner would take over as CEO so that he and Kent would remain 
in their positions until Ms. Means had sufficient knowledge to manage the company. 
(Doc. 1-1 ¶¶ 21, 26–33). A conspiracy requires “a concerted action by two or more 
people that achieved an unlawful purpose or a lawful end by unlawful means.” Luck 
v. Primus Auto. Fin. Servs., Inc., 763 So. 2d 243, 247 (Ala. 2000). Defendants argue 
that the intracorporate conspiracy doctrine precludes Tanner from establishing any 
concerted action because Ms. Means is an employee of Reli and thus cannot conspire 
with Reli or its parent, Acrisure. (Doc. 1 at 14–15; doc. 29 at 12–14). 
The intracorporate conspiracy doctrine “ holds that a corporation may not be 
held liable for any alleged conspiracy with its own employees or agents .” M & F 
Bank v. First Am. Title Ins., 144 So. 3d 222, 234 (Ala. 2013). So Reli cannot conspire 
with Ms. Means. See id. But there is no precedential authority from the Alabama 
Supreme Court for the proposition that the doctrine extends to conspiracies between 
a wholly owned subsidiary (or that company’s employee) and a parent company. So 
there is an open question whether Alabama law would apply the doctrine in this 
case.2 
 
2 Because the court concludes it is an open question whether the intracorporate conspiracy 
doctrine applies to a parent and its wholly owned subsidiary, the court does not rely on the 
arguments and evidence presented in the defendants’ sur-reply. (Doc. 37). Accordingly, the court 

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And o ther state courts have split on wh ether the intracorporate conspiracy 
doctrine applies in the parent-subsidiary context. See, e.g., Am. Akaushi Ass’n, Inc. 
v. Twinwood Cattle Co., Inc., No. 14-21-00701-CV, 2025 WL 450750, at *32 (Tex. 
App. Feb. 11, 2025) (recognizing a divide on the issue among Texas appellate 
courts); SEECO, Inc. v. Hales, 22 S.W.3d 157, 173 (Ark. 2000) (“It seems logical to 
us that if the corporate subsidiaries were separate enough to contract with each other 
. . . they were sufficiently separate to engage in a civil conspiracy.”) ; Shared 
Communications Servs. v. Bell Atl. Prop., 692 A.2d 570, 574 (Pa. Super. Ct. 1997) 
(rejecting a per se rule that parents and wholly owned subsidiaries cannot conspire 
with each other). 
The court “must resolve any uncertaint ies about state substantive law in” 
Tanner’s favor. Crowe, 113 F.3d at 1538. An Alabama court therefore could hold 
that a parent company can conspire with its wholly owned subsidiary or the 
subsidiary’s employee, so there is a “possibility” that Ms. Means could conspire with 
Acrisure. See id.; (doc. 1-1 ¶¶ 9, 21, 27–31). The court cannot conclude there is “no 
possibility” of recovery against Ms. Means based on the intracorporate conspiracy 
doctrine. 
 
 
FINDS AS MOOT Tanner’s motion for reconsideration of the court’s decision to grant the 
defendants leave to file a sur-reply. (Doc. 38). 

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2. Fraudulent Misrepresentation 
To succeed on a conspiracy claim , a plaintiff “must have a valid underlying 
cause of action .” Callens v. Jefferson County Nursing Home , 769 So.2d 273, 280 
(Ala. 2000) . Tanner alleges Ms. Means and Acrisure conspired to fraudulently 
misrepresent that he would take over as CEO so that Tanner and Kent would remain 
in their roles until Ms. Means had sufficient information to manage Reli. (Doc. 1-1 
¶¶ 26–33). Accordingly, the court considers whether there is “ a possibility that a 
state court would find that the complaint states a cause of action ” for fraudulent 
misrepresentation. See Crowe, 113 F.3d at 1538 (quotation marks omitted). 
For fraudulent misrepresentation , the complaint must allege “ (1) a false 
representation (2) of a material existing fact (3) reasonably relied upon by the 
plaintiff (4) who suffered damage as a proximate consequence of the 
misrepresentation.” Padgett v. Hughes , 535 So. 2d 140 , 142 (Ala. 1988). “[F]or a 
promise to constitute a fraudulent misrepresentation, there must have been at the 
time the promise was made an intention not to perform, and such a promise must 
have been made with the intent to deceive.” Trum v. Melvin Pierce Marine Coating, 
Inc., 562 So. 2d 235, 237 (Ala. 1990). 
Here, Tanner alleges that Acrisure never intended to make him CEO of Reli. 
Yet on “numerous occasions,” Acrisure told Tanner that he would become CEO. 
(Doc. 1 -1 ¶¶ 9, 27 –29). Because of these representations, Tanner signed an 

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employment agreement containing non-compete and non-solicitation provisions and 
continued his employment with Rel i. (Id. ¶¶ 18, 31). Acrisure made these 
representations to keep Tanner and Kent in their positions until Ms. Means could 
manage the company. (Id. ¶¶ 20 –21, 27 –29). Thus, the complaint sufficiently 
alleges Acrisure made fraudulent misrepresentations, making it “possible” for an 
Alabama court to find a valid underlying cause of action. See Crowe, 113 F.3d at 
1538. 
The defendants resist this conclusion and offer several arguments, but none 
change the outcome. First, the defendants argue that the complaint fails to allege that 
Ms. Means made any fraudulent statement, so there can be no claim for fraudulent 
misrepresentation against her. (Doc. 1 at 6 –8; doc. 29 at 20 –21). But “ it is not 
necessary that each alleged conspirator be the subject of an underlying cause of 
action, only that there be a valid cause of action against at least one of the alleged 
conspirators.” Aliant Bank, a Div. of USAmeribank v. Four Star Invs., Inc., 244 So. 
3d 896, 932 (Ala. 2017); see also DGB, LLC v. Hinds , 55 So. 3d 218 , 234 (Ala. 
2010) (“In a conspiracy, the acts of coconspirators are attributable to each other .”) 
(quotation marks omitted) . Here, the complaint allege s that Acrisure , a co -
conspirator, made misrepresentations to Tanner throughout his employment. Thus, 
those actions are attributable to Ms. Means. See Aliant Bank, 244 So. 3d at 932. 

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Second, the defendants contend that Ms. Means could not have conspired with 
Acrisure to make any misrepresentations because the complaint alleges only that 
Acrisure made misrepresentations to get Tanner to sign the 2020 employment 
agreement that contained non -compete and non -solicitation provisions , and 
Ms. Means was not an employee at the time . (Doc. 1 at 8 , 11–12). The defendants 
also argue the employment agreement’s merger clause bars the fraud claim. (Id. at 
11–12). But the “c ourt must evaluate the factual allegations in the light most 
favorable to the plaintiff.” Crowe, 113 F.3d at 1538. Although most allegations focus 
on Tanner ’s employment agreement, the complaint alleges that Tanner relied on 
misrepresentations by “continuing his employment” with Reli. (Doc. 1 -1 ¶ 31; see 
also id. ¶ 18). Accordingly, the complaint does not limit the conspiracy to signing 
the employment agreement. 
Third, the defendants maintain that Ms. Means did not join Reli until March 
2025, and the complaint does not allege any fraudulent misrepresentations after that 
time. (Doc. 1 at 8; doc. 29 at 17–20). The complaint, however, alleges that Acrisure 
made the misrepresentations to Tanner “repeatedly” and on “numerous occasions” 
throughout Tanner’s employment. (Doc. 1-1 ¶¶ 9, 17–18, 27, 31). The defendants 
argue that when read in context, these allegations “indicate the alleged statements 
were made years before Means joined Reli.” (Doc. 29 at 19). But the complaint does 
not state when the misrepresentations stopped, and any factual inference must be 

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drawn in Tanner’s favor. Crowe, 113 F.3d at 1538. So the court cannot conclude that 
Acrisure made no misrepresentations after March 2025. 
Lastly, the defendants argue that Tanner did not plead any fraudulent acts with 
specificity in compliance with Alabama Rule of Civil Procedure 9. (Doc. 1 at 9–10, 
13; doc. 29 at 20 n.6). However, when considering whether the plaintiff fraudulently 
joined a defendant, the court’s “task is not to gauge the sufficiency of the pleadings.” 
Henderson v. Washington Nat. Ins., 454 F.3d 1278, 1284 (11th Cir. 2006). Instead, 
the question is whether “ the defendants have proven by clear and convincing 
evidence that no Alabama court could find [Tanner’s] complaint sufficient.” Id. 
The Eleventh Circuit’s decision in Henderson forecloses the defendant s’ 
argument. In the case, the Court assumed that a plaintiff needed to plead fraudulent 
concealment to toll the statute of limitation. Id. at 1283. Applying Alabama Rule of 
Civil Procedure 9, the Court held the plaintiff alleged a “colorable claim for tolling” 
because the allegations were more than “generalized and conclusionary allegations,” 
even though the allegations were not “highly detailed.” Id. at 1284 (quotation marks 
omitted). 
Tanner’s allegations are like the allegations in Henderson. He alleges that 
Ms. Means and Acrisure conspired to “eliminate [him] from the Company and take 
over the CEO role.” (Doc. 1 -1 ¶ 21). Acrisure knew Tanner remained in his role 
solely to become CEO, yet it “fraudulently misrepresented on numerous occasions 

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that [Tanner] would assume” the CEO role. ( Id. ¶¶ 19, 27 –29). Acrisure did so to 
keep Kent and Tanner in their roles until Ms. Means had sufficient information to 
run the company. (Id. ¶ 21). Although the defendants object that the allegations do 
not include specific dates and locations of the misrepresentation (doc. 29 at 10), the 
Eleventh Circuit in Henderson concluded that similar allegations were sufficient. 
See 454 F.3d at 1284. A state court may ultimately find these allegations insufficient, 
but the court cannot conclude that “t here is no possibility [Tanner] has asserted a 
colorable claim.” Id.; see State Farm Fire & Cas. Ins. Co. v. Lynn, 516 So. 2d 1373, 
1375 (Ala. 1987) (holding an allegation about a misrepresentation complied with 
Rule 9 even thoug h the allegation did not state the date, location, or the specific 
person who made the representation). Thus, the defendants have failed to satisfy 
their burden. See Henderson, 454 F.3d at 1284. 
III. CONCLUSION 
For the reasons above, the court WILL GRANT Tanner’s motion and WILL 
REMAND this action back to the Circuit Court of Jefferson County, Alabama. (Doc. 
10). The court FINDS AS MOOT Tanner’s motion for reconsideration. (Doc. 38). 
DONE and ORDERED this June 16, 2026. 
 
 
 
 _________________________________ 
 ANNEMARIE CARNEY AXON 
 UNITED STATES DISTRICT JUDGE 
 

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