Odom v. Penske Truck Leasing Co., L.P., 893 F.3d 739

Perry Odom, an employee of Penske Logistics, suffered severe injuries when a trailer owned by Penske Truck Leasing collapsed on him at work.
Odom and his wife sued Penske Truck Leasing in federal court (diversity), alleging negligent inspection/maintenance and spoliation of evidence; Penske Truck Leasing is the sole owner of Penske Logistics.
Penske Truck Leasing moved to dismiss under Oklahoma’s workers’ compensation exclusive-remedy provision, arguing stockholder immunity for employer-caused workplace injuries.
The district court dismissed, relying solely on evidence of ownership and treating the statute as granting immunity to employers and their stockholders based on ownership alone.
The Tenth Circuit certified an interpretive question to the Oklahoma Supreme Court, which held the statute ambiguous and construed it to permit exclusivity only when a stockholder’s persona is not independent from the employer (i.e., when the stockholder is acting in the role/identity of the employer).
The Tenth Circuit reversed and remanded, holding the district court erred by dismissing based only on ownership; Penske Truck Leasing must prove the nonindependent persona to obtain immunity. The court also explained such exclusivity defenses invoked beyond the pleadings should be treated under Rule 56, not as a Rule 12(b)(1) jurisdictional challenge.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Oklahoma’s exclusive-remedy provision bars a suit against an employer’s stockholder for workplace injury	Odom: stockholder may be sued when liability arises from duties independent of employment	Penske: stockholder immune under exclusivity because it owns employer	Court: statute ambiguous; exclusivity applies only if stockholder’s persona is not independent from employer (case-by-case identity inquiry)
Whether ownership alone establishes stockholder immunity	Odom: mere ownership insufficient to show stockholder acted as employer	Penske: ownership alone suffices to trigger exclusivity	Court: ownership alone insufficient—must prove nonindependent persona/acting in employer role
Whether defendant’s motion was a subject-matter jurisdictional challenge or merits defense	Odom: federal court has diversity jurisdiction and Erie principles limit relief if state law strips remedy	Penske: dismissal appropriate because exclusive remedy places adjudication with state commission (jurisdictional)	Court: exclusive-remedy invocation here is a merits/affirmative defense; when parties present evidence beyond pleadings, treat under Rule 56, not Rule 12(b)(1)

Odom v. Penske Truck Leasing Co., 415 P.3d 521 (Okla. 2018) (Oklahoma Supreme Court construing exclusivity to require stockholder persona not independent from employer)
Weber v. Armco, Inc., 663 P.2d 1221 (Okla. 1983) (discussing the dual-capacity doctrine referenced by Oklahoma Supreme Court)
Radil v. Sanborn W. Camps, Inc., 384 F.3d 1220 (10th Cir. 2004) (exclusive-remedy issue is a merits defense, not jurisdictional)
Stuart v. Colo. Interstate Gas Co., 271 F.3d 1221 (10th Cir. 2001) (earlier panel suggested federal courts should not exercise jurisdiction if claim is not cognizable in state court)
Erie R.R. Co. v. Tompkins, 304 U.S. 64 (1938) (federal courts must apply state substantive law in diversity cases)
Woods v. Interstate Realty Co., 337 U.S. 535 (1949) (federal courts should not grant relief on state-created claims when state courts have closed their doors to that remedy)
Guaranty Trust Co. v. York, 326 U.S. 99 (1945) (state substantive rules that affect outcomes are applied in federal diversity cases)
Shady Grove Orthopedic Assocs., P.A. v. Allstate Ins. Co., 559 U.S. 393 (2010) (Federal Rules govern procedure even when outcome-determinative state rules implicated)
Kontrick v. Ryan, 540 U.S. 443 (2004) (Congress, not states, defines federal lower-court jurisdiction)
Sprint Commc'ns, Inc. v. Jacobs, 134 S. Ct. 584 (2013) (federal courts have a strong duty to exercise jurisdiction when conferred)