Partial § 1631 Transfers Do Not Divest Jurisdiction to Reconsider Non‑Transferred Claims: The Tenth Circuit’s Guidance in SeedX v. Lincoln Strategy

Introduction

SeedX, Inc., a marketing and e-commerce firm, sought payment for services it says it provided to the Kanye 2020 presidential campaign. It sued in the District of Wyoming, naming the campaign (Kanye 2020) and a set of Arizona political consultants—Lincoln Strategy Group, Fortified Consulting, and Nathan Sproul (the “Lincoln defendants”). The district court (1) transferred the Lincoln defendants to the District of Arizona under 28 U.S.C. § 1631 after finding no personal jurisdiction, and (2) dismissed SeedX’s claims against Kanye 2020 under Rule 12(b)(6) without prejudice. When Kanye 2020 moved to alter the judgment under Rule 59(e) to secure a dismissal with prejudice, the district court declined, believing the transfer stripped it of jurisdiction to entertain reconsideration.

On appeal, SeedX challenged both the transfer order and the dismissal; Kanye 2020 cross-appealed, arguing the claims should have been dismissed with prejudice. The Tenth Circuit’s published decision resolves three core issues:

Appellate jurisdiction: Whether the court of appeals can review an interlocutory transfer order.
Pleading sufficiency: Whether SeedX plausibly alleged oral or implied contract, agency, and unjust enrichment against Kanye 2020 under Wyoming law.
Post-transfer authority: Whether a district court loses jurisdiction to decide a timely reconsideration motion on claims it dismissed when it transfers other claims to another district.

Summary of the Opinion

The court lacks jurisdiction to review interlocutory transfer orders; such orders are nonfinal and not subject to the collateral-order doctrine. The parties’ attempts to invoke pragmatic finality and mandamus fail.
The Tenth Circuit affirms dismissal of SeedX’s claims against Kanye 2020 for failure to state a claim. The complaint did not plausibly plead an oral or implied contract with the campaign, agency between the Lincoln defendants and the campaign, or unjust enrichment as to Kanye 2020 under Wyoming law.
The district court erred in concluding it lacked jurisdiction to consider Kanye 2020’s Rule 59(e) motion seeking dismissal with prejudice. Because only the Lincoln defendants were transferred, the Wyoming court retained jurisdiction over the non-transferred (Kanye 2020) claims it had dismissed. The case is remanded for the district court to decide in the first instance whether the dismissal should be with prejudice.

Analysis

Precedents Cited and Their Influence

FDIC v. McGlamery, 74 F.3d 218 (10th Cir. 1996): Anchors the holding that transfer orders are nonfinal and not within the collateral-order exception. The court reiterates that parties seeking to challenge transfers may move for retransfer in the transferee court and obtain review upon denial there, demonstrating transfer orders are not “effectively unreviewable.”
Shrader v. Biddinger, 633 F.3d 1235 (10th Cir. 2011): Addresses the impracticability of transfer where no single forum has jurisdiction over multiple, geographically dispersed defendants. The Tenth Circuit distinguishes Shrader because the district court transferred only a cohesive subset (the Arizona-based Lincoln defendants), while separately dismissing the claims against Kanye 2020; no Shrader “patent impediment” existed.
Rigsby v. GoDaddy Inc., 59 F.4th 998 (9th Cir. 2023), and Posnanski v. Gibney, 421 F.3d 977 (9th Cir. 2005): Cited to show how the Ninth Circuit conceptualizes review of transfer orders and the retransfer mechanism. The Tenth Circuit aligns with the principle that parties can seek retransfer in the transferee court, preserving an avenue for eventual appellate review without immediate interference by the transferor circuit.
United States v. Copar Pumice Co., 714 F.3d 1197 (10th Cir. 2013); Albright v. UNUM, 59 F.3d 1089 (10th Cir. 1995); Boughton v. Cotter Corp., 10 F.3d 746 (10th Cir. 1993); Zen Magnets, LLC v. CPSC, 968 F.3d 1156 (10th Cir. 2020); United States v. Nixon, 418 U.S. 683 (1974): Frame the rare and cautious use of the pragmatic-finality doctrine, which applies only to pressing, unsettled questions where delayed review risks injustice. The court declines to invoke it for the run-of-the-mill transfer order at issue here.
All Writs Act authorities—Cheney v. U.S. Dist. Ct., 542 U.S. 367 (2004); Kerr v. U.S. Dist. Ct., 426 U.S. 394 (1976); Hustler Magazine v. U.S. Dist. Ct., 790 F.2d 69 (10th Cir. 1986): Reinforce that mandamus is extraordinary; the parties here had an adequate alternative (seek retransfer), no petition was filed, and no clear abuse of discretion was shown.
Amazon, Inc. v. Dirt Camp, Inc., 273 F.3d 1271 (10th Cir. 2001): Supports appellate jurisdiction over a dismissal “without prejudice” when it effectively ends the case in the transferor court. That principle allows review of the Wyoming court’s dismissal of claims against Kanye 2020.
First Union Mortgage Corp. v. Smith, 229 F.3d 992 (10th Cir. 2000): Confirms that denial of a reconsideration motion is final when it ends the litigation, establishing appellate jurisdiction over the district court’s denial of Kanye 2020’s Rule 59(e) motion.
Chrysler Credit Corp. v. Country Chrysler, Inc., 928 F.2d 1509 (10th Cir. 1991): States that once a case is transferred, the transferor court loses jurisdiction “over the case, including the power to review the transfer.” The panel refines this rule by emphasizing that the Wyoming court transferred only the Lincoln defendants; it therefore retained jurisdiction over non-transferred claims (those against Kanye 2020) and could hear a timely reconsideration motion as to them.
Wyoming contract and quasi-contract authorities:
- Kindred Healthcare Operating, Inc. v. Boyd, 403 P.3d 1014 (Wyo. 2017) and Mantle v. North Star Energy & Constr. LLC, 437 P.3d 758 (Wyo. 2019): Basic contract formation (offer, acceptance, consideration; intent to contract is a factual matter).
- Davidson-Eaton v. Iversen, 519 P.3d 626 (Wyo. 2022): Oral contracts require essential terms defined with certainty; unjust enrichment requires notice that payment is expected.
- Shaw v. Smith, 964 P.2d 428 (Wyo. 1998) and Lavoie v. Safecare Health Servs., 840 P.2d 239 (Wyo. 1992): Implied contracts arise from conduct only if there is a mutual manifestation of assent.
- Symons v. Heaton, 316 P.3d 1171 (Wyo. 2014): Elements of unjust enrichment, including reasonable notice of expected payment.
- Redco Constr. Co. v. Profile Props., LLC, 271 P.3d 408 (Wyo. 2012) and Maverick Motorsports Grp., LLC v. Wyo. Dep’t of Revenue, 253 P.3d 125 (Wyo. 2011): Agency requires agreement to act on behalf of and subject to control of the principal; conclusory allegations are insufficient.
- San Juan Citizens Alliance v. Stiles, 654 F.3d 1038 (10th Cir. 2011): Issues not adequately developed on appeal are waived.
Standards of review authorities: Walker v. BOKF, N.A., 30 F.4th 994 (10th Cir. 2022) and ClearOne Commc’ns v. Biamp Sys., 653 F.3d 1163 (10th Cir. 2011) (abuse-of-discretion review of reconsideration; ensure no erroneous legal premise). Childers v. Crow, 1 F.4th 792 (10th Cir. 2021) and Cutter v. Wilkinson, 544 U.S. 709 (2005) (appellate courts are courts of review, not first view).

Legal Reasoning

1) Appellate jurisdiction over transfer orders

Reaffirming McGlamery, the court holds that transfer orders do not end the litigation and do not fit the collateral-order doctrine; thus, they are not immediately appealable under § 1291. SeedX’s attempts to invoke pragmatic finality failed because the transfer decision presented nothing “important, serious, and unsettled,” and because adequate review mechanisms exist (move for retransfer in the transferee court; if denied, seek review in the transferee circuit).

The panel also rejects a mandamus workaround under the All Writs Act: no petition was filed, an ordinary remedy exists (retransfer), and there was no clear abuse of discretion. Finally, it corrects a misreading: the district court did not transfer the claims against Kanye 2020; it expressly retained and dismissed them.

2) Pleading an oral or implied contract under Wyoming law

SeedX’s contract theory failed because the complaint lacked particularized allegations of offer, acceptance, and consideration between SeedX and Kanye 2020. The alleged direct contacts with the campaign after the website launch (e.g., communications with an assistant, a call with Mr. West requesting video edits, text messages) did not include any essential terms. Without allegations showing that the parties agreed on the essential terms with sufficient certainty (for an oral contract) or that their conduct manifested a mutual intent to contract (for an implied contract), SeedX failed to state a plausible claim.

3) Agency theory was inadequately pleaded and waived on appeal

SeedX’s complaint included a conclusory assertion that the Lincoln defendants acted as Kanye 2020’s agents, but it did not allege facts showing that Kanye 2020 agreed the Lincoln defendants would act on its behalf subject to its control. On appeal, SeedX again referred to “alleged agents” without developing factual support or legal analysis, resulting in waiver. Without a well-pleaded agency relationship, SeedX could not impute the Lincoln defendants’ communications or conduct to the campaign to salvage its contract claims.

4) Unjust enrichment requires reasonable notice of expected payment

Under Wyoming law, unjust enrichment requires that the recipient accept and enjoy a benefit under circumstances that reasonably notify it the claimant expects payment. The complaint did not allege SeedX told Kanye 2020 it expected payment, sent an invoice to the campaign, or clearly identified itself as a separate payee rather than part of the Lincoln defendants’ efforts. Allowing the Lincoln defendants to present SeedX’s work under the “Lincoln” name undercut any plausible inference that Kanye 2020 had reasonable notice SeedX expected to be paid by the campaign. The unjust enrichment claim therefore failed.

5) Post-transfer jurisdiction to decide reconsideration of non-transferred claims

A central procedural holding: although a transferor court loses jurisdiction “over the case” after transfer, that principle applies to the transferred claims. Here, the district court transferred only the claims against the Lincoln defendants and separately dismissed the claims against Kanye 2020. Because the Kanye 2020 claims were not transferred, the Wyoming court retained jurisdiction to decide Kanye 2020’s timely Rule 59(e) motion seeking a dismissal with prejudice. The district court therefore erred by declining to consider the motion on the mistaken premise that the transfer divested it of authority. The Tenth Circuit remanded for the district court to address, in the first instance, whether dismissal should be with prejudice.

Impact

Transfer practice and appellate strategy: Litigants seeking to challenge transfer orders in the Tenth Circuit cannot obtain immediate appellate review under § 1291 or the collateral-order doctrine. The correct route is to move for retransfer in the transferee court and, if denied, appeal in the transferee circuit. Attempts to invoke pragmatic finality will seldom succeed absent truly exceptional circumstances.
Partial transfers and ongoing authority of the transferor court: This opinion clarifies a practical and important procedural point: when a district court transfers some claims or parties but dismisses others, the transferor court retains jurisdiction to entertain post-judgment motions (e.g., Rule 59(e) or potentially Rule 60(b)) as to the non-transferred claims it adjudicated. Courts should take care not to read Chrysler Credit’s loss-of-jurisdiction principle more broadly than its context.
Pleading agency and contract formation in intermediary-led deals: Where a vendor works via an intermediary (e.g., consultants) for an ultimate client (e.g., a campaign), conclusory agency allegations will not suffice. Parties must plead facts demonstrating the principal’s agreement that the intermediary act on its behalf subject to its control. For oral or implied contracts, plead the “who, what, when, where” of offer and acceptance and the essential terms.
Unjust enrichment claims against principals: If payment is sought from a principal rather than the intermediary, plead facts showing the principal reasonably understood that payment was expected directly from it (e.g., invoices, explicit requests, or statements clarifying the vendor’s distinct role). Branding decisions (such as allowing another entity to present the vendor’s work under its name) can undermine this element.
Finality and appealability of dismissals without prejudice: Parties should remember that a dismissal without prejudice can still be final and appealable if it ends the federal proceedings in the transferor court, as here. That enables immediate review of the merits of dismissals even when other claims continue elsewhere after transfer.

Complex Concepts Simplified

Interlocutory transfer order: A district court’s decision to move a case (or some claims/parties) to another district. It is not a final decision and is generally not immediately appealable. The usual path to challenge is to ask the new court to send the case back, then appeal if that is denied.
Collateral-order doctrine: A narrow exception allowing immediate appeal of orders that conclusively decide important issues separate from the merits and are effectively unreviewable later. Transfer orders do not qualify.
Pragmatic (practical) finality: A rarely used doctrine allowing immediate review where delay risks serious injustice on an important, unsettled issue. The Tenth Circuit uses it sparingly.
Mandamus (All Writs Act): An extraordinary remedy to correct a clear usurpation of power when no adequate alternative exists. Not available here because an alternative (retransfer motion) exists and no clear error was shown.
Rule 59(e) motion: A post-judgment motion asking the district court to alter or amend its judgment, typically filed within 28 days. Here, Kanye 2020 used it to seek a dismissal with prejudice.
Dismissal with vs. without prejudice: “With prejudice” ends the claim permanently (claim preclusion applies); “without prejudice” permits refiling. The Tenth Circuit left that determination to the district court on remand.
Oral vs. implied contract (Wyoming law): Oral contracts require essential terms fixed with certainty; implied contracts arise from conduct showing a mutual intent to contract. Conclusory allegations or ambiguous contacts are insufficient.
Unjust enrichment (Wyoming law): A quasi-contract that requires a benefit conferred and accepted under circumstances reasonably notifying the recipient that payment is expected by the claimant.
Agency (Wyoming law): Requires agreement that an agent will act on behalf of and subject to the control of the principal. Labels and conclusory assertions do not suffice; facts showing control and authorization are needed.
28 U.S.C. § 1631 transfer: Allows transfer when there is a “want of jurisdiction,” if in the interest of justice, to a court in which the action could have been brought at the time of filing. Often used to prevent time-bar problems if refiling would be too late.

Conclusion

SeedX v. Lincoln Strategy delivers two procedural clarifications and one pleading lesson of consequence. Procedurally, the Tenth Circuit reaffirms that transfer orders are not immediately appealable, and it underscores the proper path to review—seek retransfer in the transferee court, then appeal if necessary. Equally important, the court clarifies that a partial transfer does not strip the transferor court of jurisdiction to adjudicate timely reconsideration motions as to claims it did not transfer. On the merits, the decision reinforces Wyoming’s rigorous requirements for pleading oral or implied contracts and unjust enrichment—particularly where a service provider works through an intermediary—and the need to adequately allege agency with concrete facts, not labels.

Going forward, litigants should calibrate their post-transfer strategies accordingly, and vendors operating through consultants should paper their arrangements, communicate expectations directly to principals where payment is sought, and plead agency with specificity. District courts, for their part, should remain mindful that their authority to reconsider dismissals of non-transferred claims survives a partial transfer under § 1631. The remand leaves one final question for the district court—whether SeedX’s dismissal as to Kanye 2020 should be with prejudice—illustrating the Tenth Circuit’s adherence to its role as a court of review “not of first view.”