Partial § 1631 Transfers Do Not Divest the Transferor Court of Jurisdiction Over Non‑Transferred Claims: SeedX v. Lincoln Strategy Group (10th Cir. 2025)

Introduction

In SeedX, Inc. v. Lincoln Strategy Group LLC, the Tenth Circuit addressed a frequently recurring set of procedural puzzles that arise when a district court both transfers some claims under 28 U.S.C. § 1631 and dismisses others. The court issued three central rulings:

Reaffirming that interlocutory transfer orders are not immediately appealable under 28 U.S.C. § 1291 and do not fit the collateral-order doctrine or the pragmatic-finality exception.
Clarifying that when a district court transfers only some parties or claims, it retains jurisdiction over the claims it did not transfer—including to decide a timely Rule 59(e) motion asking that dismissal be with prejudice.
Applying Wyoming law to affirm the dismissal of claims against a political campaign (Kanye 2020) for failure to state claims for breach of oral/implied contract and unjust enrichment where the vendor’s allegations did not show essential terms or reasonable notice of an expectation of payment.

The dispute arose from SeedX’s unpaid campaign-related work. After the Wyoming district court transferred SeedX’s claims against the Arizona-based “Lincoln defendants” for lack of personal jurisdiction, it dismissed SeedX’s claims against Kanye 2020 without prejudice. On appeal, SeedX sought review of the transfer order and the dismissal; Kanye 2020 cross-appealed, arguing the dismissal should have been with prejudice and the district court erred by declining to hear its reconsideration motion after transfer.

Summary of the Opinion

Appellate Jurisdiction: The court held it lacked jurisdiction to review the interlocutory transfer order. Transfer orders are nonfinal, not within the collateral-order exception, and do not satisfy pragmatic finality. Parties can seek review by moving the transferee court to retransfer and appealing any denial.
Merits—SeedX’s claims against Kanye 2020: The court affirmed dismissal for failure to state a claim:
- Oral/Implied Contract: SeedX alleged no communications with Kanye 2020 showing essential terms or mutual assent to contract.
- Unjust Enrichment: Allegations did not plausibly show Kanye 2020 was reasonably notified SeedX expected payment, especially where SeedX allowed the intermediary to present SeedX’s work as its own.
- Agency: Conclusory agency allegations were insufficient and, in any event, waived on appeal by lack of developed argument.
Cross-Appeal—Reconsideration jurisdiction: The district court erred in concluding it lacked jurisdiction to decide Kanye 2020’s Rule 59(e) motion after transferring the Lincoln-defendant claims. Because the claims against Kanye 2020 were dismissed—not transferred—the transferor court retained jurisdiction to address the reconsideration request. The Tenth Circuit remanded for the district court to decide in the first instance whether dismissal should be with prejudice.

Detailed Analysis

1) Precedents Cited and How They Shaped the Decision

FDIC v. McGlamery (10th Cir. 1996): The keystone for the appellate-jurisdiction holding. McGlamery establishes that transfer orders are not final decisions and are not reviewable under the collateral-order doctrine, because parties can pursue review by seeking retransfer in the transferee court and appealing if denied.
Shrader v. Biddinger (10th Cir. 2011): SeedX relied on Shrader’s “patent impediment” discussion to argue a transfer impermissibly split the action. The Tenth Circuit distinguished Shrader: there, multiple defendants across several states made transfer impracticable; here, only the Arizona-based defendants were transferred while claims against Kanye 2020 were dismissed, so no Shrader problem existed.
Rigsby v. GoDaddy and Posnanski v. Gibney (9th Cir.): Cited to address SeedX’s “unreviewable” concern; even in the Ninth Circuit, a party can move for retransfer and obtain appellate review if denied. The Tenth Circuit also observed its own precedent suggests transferee-circuit review of retransfer denials is proper (Petersen v. Douglas County Bank & Trust Co.).
Pragmatic-finality line: United States v. Copar Pumice; Zen Magnets; Albright; Boughton; Trujillo. These decisions tightly cabin pragmatic finality to “truly unique” circumstances involving important, serious, and unsettled issues—criteria not met by routine transfer decisions.
United States v. Nixon (1974): Reinforces the strong policy against piecemeal appeals embodied in § 1291, supporting dismissal of interlocutory transfer appeals.
All Writs Act and Mandamus: Cheney; Kerr; Boughton; Hustler Magazine. The court declined mandamus both because no petition was filed and because the stringent standards were unmet where retransfer-and-appeal remains an adequate remedy and the transfer showed no clear error.
Finality of Dismissal Without Prejudice: Amazon, Inc. v. Dirt Camp (10th Cir. 2001): a dismissal without prejudice is appealable if it ends the case in federal court—grounding the court’s jurisdiction over the Kanye 2020 dismissal.
Reconsideration Standard: First Union Mortgage v. Smith; Walker v. BOKF; ClearOne Communications. Support both appealability of the denial of reconsideration and the abuse-of-discretion standard, including the requirement that discretion be guided by correct legal principles.
Post-transfer jurisdiction: Chrysler Credit Corp. v. Country Chrysler. Once a transfer occurs, the transferor court loses jurisdiction over the transferred case. The opinion clarifies that this rule applies only to the transferred portions; the transferor court retains jurisdiction over claims it did not transfer.
Wyoming contract/unjust enrichment/agency law:
- Kindred Healthcare Operating v. Boyd; Mantle v. North Star Energy & Construction: Contract formation basics; party intent is factual.
- Davidson-Eaton v. Iversen; Fowler v. Fowler: Oral contracts require essential terms with certainty; courts cannot supply missing terms.
- Shaw v. Smith; Lavoie v. Safecare Health Services: Implied contracts arise from conduct showing mutual manifestation of intent.
- Symons v. Heaton: Unjust enrichment requires services rendered, accepted, and circumstances reasonably notifying expectation of payment.
- Redco Construction v. Profile Properties; Maverick Motorsports v. Wyoming Department of Revenue: Agency requires agreement to act on behalf and subject to control; conclusory labels do not suffice.
Appellate posture admonition: Childers v. Crow; Cutter v. Wilkinson: Appellate courts are “courts of review, not of first view,” supporting remand for the with/without prejudice determination.

2) The Court’s Legal Reasoning

a) No appellate jurisdiction over the transfer order

The court began with jurisdiction, reviewing de novo. Under § 1291, appellate jurisdiction extends to final decisions. Transfer orders are not final—they do not terminate litigation—and they are not within the collateral-order exception because parties have an alternative path to review (move in the transferee court for retransfer and appeal any denial). McGlamery foreclosed direct review; Petersen confirmed the transferee circuit can review a denied retransfer.

The court rejected pragmatic-finality, emphasizing that it is reserved for truly unique circumstances implicating important and unsettled issues. Routine transfer questions do not qualify. The policy against piecemeal appeals (Nixon) weighed against assuming jurisdiction.

The All Writs Act could not rescue jurisdiction. No mandamus petition was filed, and even if one had been, mandamus is extraordinary; adequate alternative remedies (retransfer and appeal) and the absence of clear error made the writ inappropriate.

b) Affirming dismissal of claims against Kanye 2020

Turning to the merits of the dismissal, the court reviewed de novo and took well-pleaded facts as true with reasonable inferences to SeedX.

Oral/Implied Contract: Under Wyoming law, an oral contract requires essential terms defined with certainty; an implied contract requires conduct showing mutual intent to contract. SeedX’s complaint described initial dealings primarily with the Lincoln defendants, sparse direct contacts with the Kanye 2020 campaign after the website launch, and no alleged discussions of essential terms (scope, price, payment). Those allegations did not plausibly show a contract, oral or implied, with Kanye 2020.
Unjust Enrichment: SeedX had to plausibly allege Kanye 2020 was reasonably notified that SeedX expected payment. The complaint alleged no direct billing, no express notice of expectation of payment, and facts indicating SeedX allowed the Lincoln defendants to present SeedX’s work as “Lincoln’s.” Given that posture, the court agreed with the district court that it was unclear whether Kanye 2020 even knew SeedX was distinct from the Lincoln defendants, defeating reasonable notice.
Agency: The complaint’s bare assertion that the Lincoln defendants were Kanye 2020’s agents was conclusory and unsupported by facts showing agreement to act on behalf and subject to control. SeedX also waived the theory by failing to develop it on appeal.

c) District court retained jurisdiction to decide reconsideration of the dismissal it entered

On cross-appeal, the Tenth Circuit held that the district court erred by declining to hear Kanye 2020’s timely Rule 59(e) motion seeking dismissal with prejudice. While Chrysler Credit states a transferor court loses jurisdiction after transfer, that principle applies to the transferred case or claims. Here, the claims against Kanye 2020 were not transferred—they were dismissed. The Wyoming court therefore retained jurisdiction to decide the reconsideration motion directed at its own dismissal order. The Tenth Circuit remanded for the district court to determine, in the first instance, whether dismissal should be with prejudice.

3) Impact and Practical Consequences

a) Appellate practice around transfer orders

No immediate appeals of transfer orders in the Tenth Circuit: Litigants should not expect direct appellate review of § 1631 transfer orders. The correct path is to:
1. Move the transferee court to retransfer the case back to the original forum (or another appropriate forum), and
2. If denied, seek review in the transferee circuit.
Pragmatic finality is narrow: Parties should not rely on pragmatic-finality to obtain interlocutory review of transfer decisions; the doctrine is reserved for truly exceptional issues (e.g., fundamental constitutional concerns), not case-management transfers.
Mandamus is unlikely: Without a clear and indisputable error and the lack of any adequate alternative remedy, mandamus is not a viable path to challenge a transfer.

b) District court authority after partial transfers

Key clarification: A partial transfer does not strip the transferor court of jurisdiction over claims it dismissed and did not transfer. The court retains authority to adjudicate post-judgment motions (e.g., Rule 59(e) motions addressing with/without prejudice) as to those non-transferred claims.
Procedural sequencing: District courts should separate their analysis of transferred claims and dismissed claims and continue to adjudicate motions tied to the latter even after effectuating transfer of the former.

C) Pleading lessons for vendors working through intermediaries (especially in political campaigns)

Contract claims: To plausibly plead an oral or implied contract with a principal (e.g., a campaign), the complaint should allege facts showing:
- Specific communications with the principal showing assent to essential terms (scope, price/rate, timing, acceptance).
- Conduct by the principal evidencing mutual intent to contract (e.g., approvals, direct directives with payment terms, confirmations).
Unjust enrichment claims: Plaintiffs must allege the principal was reasonably notified that the plaintiff—not the intermediary—expected payment. Useful facts include:
- Direct invoices to the principal,
- Emails or written statements to the principal identifying the plaintiff’s role and expectation of payment,
- Principal’s direct acknowledgments of the plaintiff’s separate role and compensation.
Agency theories: If relying on agency, plead concrete facts showing:
- Agreement that the intermediary acted on the principal’s behalf,
- Principal’s right to control the intermediary’s work,
- Principal’s manifestations to the plaintiff (actual or apparent authority).
Conclusory characterizations (e.g., “agent,” “ostensible agent”) without factual support will not suffice.
Branding and attribution matter: Allowing an intermediary to present your work as its own can undercut both contract and unjust enrichment claims against the principal by obscuring your identity and your expectation of payment.

4) Complex Concepts Simplified

28 U.S.C. § 1631 transfer: Allows transfer when the original court lacks jurisdiction (often personal jurisdiction or subject-matter jurisdiction). The transfer is “in the interest of justice” (e.g., to avoid time-bar) and moves the case to a court where it could have been brought initially.
Final vs. interlocutory orders: A “final” order ends the case in the district court. Interlocutory orders (like most transfers) leave the case alive elsewhere and generally are not immediately appealable.
Collateral-order doctrine: A narrow exception allowing immediate appeal of certain decisions separate from the merits and effectively unreviewable later. Transfer orders do not qualify because a party can seek retransfer and appellate review after the transferee court rules.
Pragmatic finality: An even narrower, rarely used doctrine allowing appeal when waiting would thwart resolution of important, unsettled questions. Not applicable to routine transfer decisions.
Mandamus: An extraordinary writ to correct clear abuses of discretion where no adequate alternative remedy exists. Rarely granted; not a shortcut around ordinary appellate rules.
Rule 59(e) motion: A motion to alter or amend a judgment, typically pointing to clear error, new evidence, changes in law, or the need to prevent manifest injustice.
“With prejudice” vs. “without prejudice” dismissals:
- With prejudice: Claims are finally adjudicated and cannot be refiled.
- Without prejudice: Claims can be refiled (subject to limitations periods and other defenses). A dismissal without prejudice may still be appealable if it terminates the federal action.
Oral vs. implied contracts (Wyoming law):
- Oral: Enforceable only if essential terms (e.g., compensation, work scope) are clear and definite.
- Implied: Formed by conduct showing a mutual intent to contract; ambiguity or silence on essentials defeats formation.
Unjust enrichment (Wyoming law): A restitutionary claim requiring that the defendant was reasonably on notice the plaintiff expected to be paid for services that the defendant accepted and benefited from.
Agency (Wyoming law): Requires an agreement that the agent act on the principal’s behalf and subject to the principal’s control; appearance alone or conclusory labels are not enough.

Significance and Broader Legal Context

SeedX clarifies important procedural boundaries while illustrating the substantive rigor courts require for contract and restitution claims premised on intermediary relationships:

Procedural clarity for partial transfers: The decision squarely articulates that a transferor court’s loss of jurisdiction after transfer is not absolute—jurisdiction remains over non-transferred claims, including to address Rule 59(e) motions. This guidance prevents erroneous abdications of authority and preserves the proper forum for post-judgment housekeeping on issues a court actually decided.
Predictability in transfer-appeal pathways: By reaffirming McGlamery and pointing to retransfer as the route to appellate review, the court ensures parties proceed in an orderly fashion rather than fragmenting litigation with interlocutory appeals.
Pleading discipline for vendor/principal disputes: Substantively, the case emphasizes that vendors seeking to hold a principal (like a political campaign) liable must clearly allege a direct contractual nexus or restitutionary notice. Where work is channeled through an intermediary, plaintiffs should plead communications and conduct that tie the principal to the obligation to pay.
Agency pleading standards: The opinion underscores that agency theories must be factually anchored in agreement and control, not asserted as labels; and failure to develop an agency theory on appeal risks waiver.

What Remains Open on Remand

With or without prejudice: The district court must decide whether the dismissal of SeedX’s claims against Kanye 2020 should be with prejudice. That determination may turn on factors such as futility of amendment, prior opportunities to amend, and the nature of pleading deficiencies.
Proceedings in Arizona: The District of Arizona stayed the transferred claims pending this appeal. With jurisdictional questions resolved, those claims may now proceed unless further motions are filed (including any motion to retransfer).

Practical Takeaways

When some claims are transferred and others dismissed, counsel should promptly calendar and file any post-judgment motions on the non-transferred claims in the transferor court; do not assume transfer divests jurisdiction over everything.
To challenge a transfer order, move in the transferee court to retransfer. Preserve a robust record explaining why the original transfer was erroneous; then appeal any denial in the transferee circuit.
Vendors working through intermediaries should:
- Secure written agreements identifying the principal.
- Invoice the principal directly or provide clear written notice of expected payment.
- Avoid allowing intermediaries to rebrand or white-label work product if intending to pursue the principal for payment.
When pleading agency, include specific facts of principal control, manifestations of authority, and communications evidencing an agency relationship.

Conclusion

SeedX v. Lincoln Strategy Group advances two core points of law in the Tenth Circuit. First, interlocutory transfer orders remain unappealable; parties must seek retransfer in the transferee court and appeal any denial. The pragmatic-finality and mandamus safety valves do not fit routine transfer disputes. Second, a partial transfer under § 1631 does not divest the transferor court of jurisdiction over the claims it did not transfer; the court retains authority to resolve post-judgment motions on those claims—including whether a dismissal should be with prejudice. On the merits, the decision underscores rigorous pleading requirements for oral and implied contracts and unjust enrichment where a vendor works through an intermediary. Together, these rulings provide clearer procedural roadmaps and sharpen substantive pleading expectations in vendor–principal disputes, particularly in the fast-moving world of political campaign services.