Partial § 1631 Transfers Do Not Strip Jurisdiction Over Non‑Transferred Claims

SeedX, Inc. v. Lincoln Strategy Group LLC, Fortified Consulting LLC, Nathan Sproul, and Kanye 2020

Court: U.S. Court of Appeals for the Tenth Circuit (Published) — Filed November 10, 2025
Panel: Judges Hartz, McHugh, and Moritz (opinion by Judge Moritz)

Introduction

This appeal arises from SeedX, Inc.’s efforts to recover for marketing and e‑commerce work connected to the 2020 “Kanye 2020” presidential campaign. After a prior Texas case was dismissed for lack of personal jurisdiction, SeedX sued in the District of Wyoming—where Kanye 2020 is based—asserting contract and quasi‑contract claims against Kanye 2020 and a suite of Arizona‑based political consultants (Lincoln Strategy Group LLC, Fortified Consulting LLC, and Nathan Sproul).

The Wyoming district court (1) found no personal jurisdiction over the Lincoln defendants and, invoking 28 U.S.C. § 1631, transferred the claims against them to the District of Arizona to avoid potential time bars; and (2) dismissed the claims against Kanye 2020 for failure to state a claim, without prejudice. Kanye 2020 moved under Rule 59(e) to convert the dismissal to “with prejudice,” but the district court declined to reach that motion, believing the Arizona transfer divested it of jurisdiction.

SeedX appealed both the transfer order and the dismissal of its claims against Kanye 2020. Kanye 2020 cross‑appealed, arguing the claims against it should have been dismissed with prejudice and that the Wyoming court had authority to reconsider that question.

The core issues before the Tenth Circuit were:

• Whether the Court had jurisdiction to review the interlocutory transfer order under § 1631.
• Whether SeedX plausibly alleged oral or implied contract or unjust enrichment against Kanye 2020 under Wyoming law.
• Whether the district court retained jurisdiction, after transferring some claims to Arizona, to decide Kanye 2020’s timely Rule 59(e) motion concerning whether dismissal should be with prejudice.

Summary of the Opinion

• Appellate Jurisdiction: The Tenth Circuit lacks jurisdiction to review the nonfinal § 1631 transfer order. The transfer can be challenged by a motion to retransfer in the transferee court, with appellate review available in the transferee circuit if denied.
• Pleading Sufficiency: The Court affirmed dismissal of SeedX’s claims against Kanye 2020. SeedX failed to plausibly plead an oral or implied contract because the complaint alleged no essential terms or mutual assent with Kanye 2020. The unjust enrichment claim failed because the complaint did not plausibly allege that Kanye 2020 was reasonably on notice that SeedX expected payment.
• Post‑Transfer Authority: The district court erred in concluding it lacked jurisdiction to decide Kanye 2020’s reconsideration motion on whether dismissal should be with prejudice. Because the Wyoming court did not transfer SeedX’s claims against Kanye 2020, it retained jurisdiction to decide post‑judgment motions relating to those non‑transferred claims. The Tenth Circuit remanded for the district court to decide that issue in the first instance.

Analysis

1) Precedents Cited and Their Influence

The Court’s jurisdictional analysis rests on long‑standing Tenth Circuit doctrine that transfer orders are not final and are not reviewable under the collateral‑order doctrine. In Federal Deposit Insurance Corp. v. McGlamery, the Court held that a transfer order “does not finally end the litigation” and is not immediately appealable. That framework controlled here and, coupled with the availability of retransfer in the transferee court, foreclosed interlocutory review.

• FDIC v. McGlamery (10th Cir. 1996): Transfer orders are nonfinal and not within the collateral‑order exception; parties can seek retransfer in the transferee court, which preserves meaningful appellate review. The panel relied on McGlamery to dismiss SeedX’s appeal from the transfer order.
• Petersen v. Douglas County Bank & Trust Co. (10th Cir. 1991): Recognizes the retransfer route in the transferee court. The panel cited Petersen as an avenue for review in lieu of interlocutory appeal.
• Rigsby v. GoDaddy Inc. and Posnanski v. Gibney (9th Cir.): The Ninth Circuit’s approach dovetails with McGlamery: transfer orders are reviewed, if at all, via retransfer in the transferee district and then appeal in that circuit. The panel cited these cases to show review is not foreclosed.
• Shrader v. Biddinger (10th Cir. 2011): In Shrader, transfer would have been problematic because no single court had jurisdiction over multiple defendants from different states. The panel distinguished Shrader because the Wyoming court transferred claims only against a cohesive set of Arizona defendants and separately dismissed the Kanye 2020 claims. Shrader therefore did not create a bar to the partial transfer at issue.
• United States v. Copar Pumice Co., Albright v. UNUM, and Zen Magnets, LLC v. CPSC (10th Cir.): These frame the narrow “pragmatic finality” doctrine. The panel declined to apply it, finding nothing “overwhelmingly important, serious, or unsettled” about the transfer sufficient to override § 1291’s finality rule.
• United States v. Nixon (U.S. 1974): Emphasizes the strong policy against piecemeal interlocutory appeals, reinforcing the panel’s refusal to take up the transfer order.
• Boughton v. Cotter Corp., Hustler Magazine, Inc. v. U.S. District Court, and Cheney v. U.S. District Court: Mandamus under the All Writs Act is reserved for extraordinary cases with no adequate alternative; the retransfer route is adequate, and no petition for mandamus was filed.
• Amazon, Inc. v. Dirt Camp, Inc. and First Union Mortgage Corp. v. Smith (10th Cir.): These cases support appellate jurisdiction over the dismissal of the Kanye 2020 claims (even without prejudice) and over the order denying reconsideration, because both effectively ended federal litigation of those claims in the transferor court.
• Chrysler Credit Corp. v. Country Chrysler, Inc. (10th Cir. 1991): Once a case is transferred, the transferor court generally loses jurisdiction to review the transfer. The panel clarified that this principle does not deprive a transferor court of jurisdiction over claims it did not transfer.
• Wyoming contract and unjust enrichment authorities (e.g., Kindred Healthcare Operating v. Boyd; Mantle v. North Star; Davidson‑Eaton v. Iversen; Shaw v. Smith; Lavoie v. Safecare; Redco Construction; Maverick Motorsports; Symons v. Heaton): These authorities supply the elements for oral/implied contracts and unjust enrichment under Wyoming law, which the panel applied to affirm dismissal.

2) The Court’s Legal Reasoning

a) Appellate Jurisdiction Over the Transfer

The panel began by affirming the strict limits of § 1291: appellate jurisdiction extends to “final decisions,” which do not include transfer orders because they do not “finally end the litigation.” Nor do transfer orders fall into the collateral‑order doctrine, given the availability of a meaningful remedy—requesting retransfer in the transferee court (here, the District of Arizona) and appealing any denial in the Ninth Circuit. The Court declined to invoke the pragmatic‑finality doctrine and found mandamus unavailable and procedurally inapposite (no petition was filed).

Importantly, the Court rejected both sides’ attempts to bootstrap merits challenges to the transfer into jurisdictional gateways. On SeedX’s reliance on Shrader, the Court explained that Shrader addressed a very different configuration (no single forum could exercise jurisdiction over multiple defendants), whereas here the district court transferred a cohesive set of Arizona defendants and dismissed the remainder. The Lincoln defendants’ contention that the Wyoming court also transferred the Kanye 2020 claims was simply wrong on the face of the order.

b) Pleading Oral/Implied Contract and Unjust Enrichment (Wyoming Law)

On de novo review of the Rule 12(b)(6) dismissal, the panel held that SeedX’s complaint did not plausibly allege an oral or implied contract with Kanye 2020. Wyoming law requires essential terms for an oral contract and a mutual manifestation of intent for an implied contract. The complaint alleged almost no communications between SeedX and Kanye 2020 setting terms, much less essential ones. The allegation that the Lincoln defendants were Kanye 2020’s agents was deemed conclusory and unsupported by facts indicating Kanye 2020’s control over the Lincoln defendants—insufficient under Wyoming agency principles.

The unjust enrichment claim also failed because SeedX did not plausibly allege that Kanye 2020 was reasonably on notice that SeedX expected payment. The complaint did not allege that SeedX sent a bill to Kanye 2020, communicated its expectation of payment, or clearly identified itself as a separate vendor rather than as part of the Lincoln effort; indeed, SeedX allowed Lincoln’s name to appear on its pitch materials. In those circumstances, the complaint did not plausibly allege that Kanye 2020 accepted benefits under circumstances notifying it of an obligation to pay SeedX.

c) Post‑Transfer Authority To Decide a Rule 59(e) Motion on Non‑Transferred Claims

The district court believed the transfer to Arizona divested it of all jurisdiction, including to decide Kanye 2020’s Rule 59(e) motion seeking dismissal “with prejudice.” The Tenth Circuit held that was legal error: the transfer order explicitly did not transfer SeedX’s claims against Kanye 2020; those claims had been dismissed. The transferor court loses jurisdiction over the “case” insofar as it is transferred, but it retains jurisdiction over claims it dismissed and did not transfer—including authority to resolve timely post‑judgment motions regarding the disposition of those claims. The panel remanded for the district court to decide, in the first instance, whether the dismissal should be with prejudice.

The panel expressly declined to decide the prejudice question (consistent with “court of review, not first view”), but its remand signals that the transferor court must undertake the usual analysis, which commonly considers whether amendment would be futile and the equities of granting leave to replead versus entering judgment on the merits.

3) Impact and Practical Consequences

a) Appellate Procedure and Transfer Strategy

• Interlocutory appeals from transfer orders remain unavailable in the Tenth Circuit. Parties who believe a § 1631 transfer is erroneous should move to retransfer in the transferee court and, if unsuccessful, seek review in the transferee circuit.
• Pragmatic‑finality and mandamus will rarely, if ever, fill the gap given the availability of the retransfer mechanism and the strong policy against piecemeal appeals.
• District courts may, in appropriate circumstances, separate claims or parties—transferring some while dismissing others—without running afoul of Shrader, so long as the transferee court is a proper forum for the transferred set. Although the panel lacked jurisdiction to decide the merits of the transfer, its distinguishing of Shrader will be cited to support partial transfers when only a subset of claims or parties logically belongs in a different forum.

b) Authority of Transferor Courts After Partial § 1631 Transfers

• Key new clarification: When a district court transfers some claims under § 1631 but dismisses other claims, it retains jurisdiction over the non‑transferred, dismissed claims and may adjudicate timely post‑judgment motions (e.g., Rule 59(e), Rule 60(b)) as to those claims.
• Defendants seeking finality (e.g., a with‑prejudice dismissal) should not assume the transfer moots such requests; they remain cognizable in the transferor court. Plaintiffs should be prepared to respond on the merits of prejudice, including whether amendment would be futile.

c) Substantive Pleading Lessons Under Wyoming Law

• Oral contracts require allegations of essential terms; implied contracts require facts showing a mutual manifestation of assent. Minimal or post‑hoc communications that do not set terms will not suffice.
• Agency cannot be pled by labels or conclusions; facts must show the purported principal’s right to control the agent’s conduct. Absent such detail, attempts to impose liability on the principal for an intermediary’s dealings are vulnerable to dismissal.
• Unjust enrichment requires plausible allegations that the recipient of benefits was reasonably on notice that the provider expected payment. Where a plaintiff allows an intermediary to front the relationship (e.g., by branding work under the intermediary’s name), and does not bill or otherwise notify the alleged beneficiary, unjust enrichment is difficult to sustain.

Complex Concepts Simplified

• 28 U.S.C. § 1631 (Transfer for Want of Jurisdiction): Allows a court that lacks jurisdiction to transfer a case to a court that has jurisdiction, in the interest of justice. Here, the Wyoming court used § 1631 to send the Lincoln defendants’ claims to Arizona to avoid potential time bars.
• Why Transfer Orders Aren’t Immediately Appealable: A transfer does not end the case; litigation continues elsewhere. Because an alternative path exists—asking the transferee court to send the case back—immediate review is neither necessary nor permitted.
• Collateral‑Order and Pragmatic‑Finality Doctrines: Narrow exceptions allowing some nonfinal orders to be appealed. The Tenth Circuit applies these sparingly. Routine transfer disputes don’t qualify.
• Mandamus (All Writs Act): An extraordinary remedy to correct clear abuses of discretion when no adequate alternative exists. Because a retransfer mechanism exists, mandamus is typically unavailable in transfer disputes; it also requires a formal petition.
• Rule 59(e) vs. Rule 60(b): Rule 59(e) allows a party to seek alteration or amendment of a judgment within a short time (typically 28 days). A timely Rule 59(e) motion keeps the matter in the district court; here, it sought conversion of “without prejudice” to “with prejudice.” Rule 60(b) provides limited grounds for relief from a final judgment after that window.
• “With Prejudice” vs. “Without Prejudice”: A dismissal with prejudice is a merits judgment that generally precludes refiling the same claim. A dismissal without prejudice allows refiling (subject to other defenses such as limitations). On remand, the district court must decide which is appropriate under the circumstances, often considering whether amendment would be futile.
• Oral/Implied Contract Basics (Wyoming): Oral contracts require definite, essential terms; implied contracts arise from conduct that clearly demonstrates mutual agreement. Courts will not supply missing terms.
• Unjust Enrichment (Wyoming): A restitutionary remedy requiring: valuable services conferred, accepted, and enjoyed; and circumstances reasonably indicating the recipient knew or should have known payment was expected.

Additional Observations and Practice Tips

• Preserving Transfer Challenges: If you believe transfer was improper, promptly file a motion to retransfer in the transferee district. Build a robust record there for potential appellate review in that circuit.
• Partial Transfers: Draft transfer orders carefully to specify exactly which claims and parties are transferred and which are dismissed or retained; this avoids confusion about the scope of the transferor court’s continuing authority.
• Pleading Against a Principal Through an Intermediary: When services are brokered through a consultant, plead concrete facts showing direct assent by the principal or a principal‑agent relationship (control, authority). Consider attaching communications reflecting essential terms or invoices sent directly to the principal.
• Unjust Enrichment Against a Putative Principal: Send invoices or clear notices to the principal contemporaneously; identify your entity distinctly in deliverables; avoid branding materials exclusively with an intermediary’s name if you expect to recover from the principal.
• Prejudice on Dismissal: If seeking a with‑prejudice dismissal, marshal arguments of futility (e.g., repeated prior pleading failures, legal deficiencies that cannot be cured). If opposing, be ready to articulate how an amended complaint would cure deficiencies and, if appropriate, seek leave to amend.

Conclusion

SeedX v. Lincoln Strategy delivers two key messages. Procedurally, it reaffirms that transfer orders are not immediately appealable and clarifies that a partial transfer under § 1631 does not divest the transferor court of jurisdiction over claims it dismissed, including authority to decide timely post‑judgment motions on the disposition of those claims. Substantively, it underscores rigorous pleading demands for oral or implied contracts and unjust enrichment under Wyoming law, especially where a plaintiff works through an intermediary and fails to allege direct agreement or notice of expected payment to the putative principal.

The case will likely be cited for the practical roadmap it gives litigants: challenge transfer orders via retransfer in the transferee court; and, after a partial transfer, litigate prejudice and other post‑judgment issues for non‑transferred claims in the transferor court. On remand, the district court must now decide the with‑prejudice question—an issue with significant preclusion consequences for the parties.