Cossentino Contracting Company, Inc. v. CSX Transportation, Inc. ( 2024 )

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND COSSENTINO CONTRACTING COMPANY, INC., Plaintiff, Civil Action No. 24-cv-1883-ABA v. CSX TRANSPORTATION, INC., Defendant MEMORANDUM OPINION Plaintiff Cossentino Contracting Company, Inc. (“Cossentino” or “Plaintiff”) operates a construction company at 8505 Contractors Road in Baltimore County, Maryland. The property is located on Contractors Road, but a railroad line owned by Defendant CSX Transportation, Inc. (“CSX”) runs along Contractors Road between the street and Plaintiff’s property. Thus, access to Cossentino’s property from Contractors Road has historically required traversing the rail line, through what the parties call the “Crossing.” In more recent years, a road was constructed through an adjoining property, providing access to Cossentino’s property without having to cross the rail line, and accordingly CSX has closed the Crossing. Cossentino brought this action, seeking a declaratory judgment and injunction that Cossentino enjoys an easement to use the Crossing, either by prescription or necessity. It filed the action in state court, and CSX removed the case to this Court. Cossentino has moved to remand, contending that although there is complete diversity of citizenship, the $75,000 threshold for diversity jurisdiction has not been satisfied. CSX opposes remand, and further requests that the complaint be dismissed for failure to state a claim. For the reasons set forth below, the Court denies both motions. CSX has shown that the amount in controversy exceeds $75,000. As for CSX’s motion, accepting all of Cossentino’s allegations as true, Plaintiff has stated a claim on which relief can be granted, and without discovery having occurred, the Court will not convert the motion to one for summary judgment. BACKGROUND The present motions arise at the pleadings stage, and thus as to CSX’s motion to dismiss, the Court must “accept as true all of the factual allegations contained in the complaint and draw all reasonable inferences in favor of the plaintiff.” King v. Rubenstein, 825 F.3d 206, 212 (4th Cir. 2016). As to the question of whether the dispute exceeds the $75,000 threshold for diversity jurisdiction, the “removability of a case[,]” including the amount in controversy, “‘depends upon the state of the pleadings and the record at the time of the application for removal.’” Francis v. Allstate Ins. Co., 709 F.3d 362, 367 (4th Cir. 2013) (citations omitted). Cossentino’s business is located at 8505 Contractors Road, referred to as the “Property.” ECF No. 2 (“Compl.”) ¶ 1. The Property is currently owned in trust by the Donna M. Cossentino Living Trust dated October 7, 2008. Id. ¶ 1 n.1. Prior to 2022, the Property was owned by John T. Cossentino, who, together with his then-wife Carmen Cossentino, allegedly purchased the Property from James C. Alban Jr. by deed dated June 3, 1983. Id. ¶ 2.1 There are presently two ways to access the Property from public roads. To access the Property from Contractors Road—which from at least 1983 through “[r]ecently” was the “sole means of accessing the Property”—one “must exit off of Contractors Road and cross a railroad crossing [the ‘Crossing’] over railroad tracks currently owned by CSX.” Id. ¶¶ 3, 7, 9. The other way to access the Property arose recently. The closest public road to the Property that does not require crossing the rail line is Kelso Drive. The public portion of Kelso Drive still does not reach all the way to the Property, but “a portion of Kelso Drive has relatively recently been extended as a private roadway through Cosda Farm[] [LLC], which neighbors the Property[.]” Id. ¶ 6.2 After Kelso Drive, via the Cosda Farm extension, became a means to access the Property that did not require crossing the rail line, CSX “notified the plaintiff of CSX’s unilateral decision to close the Crossing.” Id. ¶ 7. Although 1 The current record suggests that Mr. Cossentino did not acquire the Property until 1989, and that Carmen Cossentino was the owner for some period before then. See ECF No. 4-2 at 6. That discrepancy, however, is not material to whether Cossentino has stated a claim on which relief can be granted. 2 There appears to be overlap in the ownership and/or management of Cossentino and Cosda Farm. According to CSX, the president and resident agent of Cossentino (Kristopher Davis) is also the managing member of Cosda Farms. See ECF No. 4-2 ¶¶ 4-11; ECF No. 10 at 11. There does not appear to be a dispute about those facts, but because they do not appear on the face of the complaint or on documents fairly incorporated in it, the Court does not consider them for purposes of CSX’s motion to dismiss. Also, Plaintiff alternates between referring to the neighboring property as Cosda Farm and Cosda Farms. Although the complaint uses the plural form, it appears the correct entity name is Cosda Farm, LLC, see, e.g., ECF 4-2 at 18, and thus the Court will use the singular form herein. Cossentino acknowledges the Kelso Drive access, it alleges that closure of the Crossing “threatens to shut down the plaintiff’s business.” Id.3 Cossentino filed this action on May 23, 2024, in the Circuit Court for Baltimore County, Maryland. ECF No. 1 ¶ 1; ECF No. 1-2 at 7. It seeks a declaratory judgment and injunction permitting it to continue to use the Crossing and requiring CSX to “maintain the Crossing in place for use of the plaintiff and its business.” Compl. ¶¶ 16, 20. Cossentino’s contention is that because it used the Crossing for many years, and because until recently the Crossing was the Property’s sole access to a public road, it “enjoys an easement to use the Crossing under [a] theory of a prescriptive easement, or, alternatively, under the theory of an easement by necessity.” Id. ¶ 16. As noted above, CSX removed the case to this Court on diversity jurisdiction grounds. ECF No. 1 ¶ 5. Cossentino has moved to remand, contending that the amount in controversy does not satisfy the $75,000 statutory threshold. ECF No. 7 (Plaintiff’s remand motion); ECF No. 9 (Defendant’s opposition brief); ECF No. 11 (Plaintiff’s reply). CSX, for its part, has moved to dismiss the complaint, contending that even with all of Cossentino’s allegations accepted as true, the complaint does not allege facts sufficient to establish that an easement by prescription or necessity was 3 CSX has stated that the reason it closed the Crossing was because the Crossing, and three other railroad crossings in the area, had “come under increasing scrutiny in the last 12 years as a result of a catastrophic accident and derailment at the nearby Dump Road crossing of the CSXT railway corridor” in May 2013. ECF No. 4-1 at 9. These facts may become relevant or even dispositive following the conclusion of discovery, but because they fall outside the four corners of the complaint, the Court does not consider them at this stage. created and remains in existence. ECF No. 4 (motion to dismiss); ECF No. 9 (Plaintiff’s opposition brief); ECF No. 10 (Defendant’s reply). ANALYSIS I. Plaintiff’s Motion to Remand There is no dispute that Cossentino is a Maryland corporation headquartered in Maryland, and that CSX is a Virginia corporation with its principal place of business in Florida. ECF No. 1 ¶¶ 7-8; ECF No. 7-1. Accordingly, there is diversity of citizenship between the parties. But for a federal court to have diversity jurisdiction, the amount in controversy must also exceed $75,000. 28 U.S.C. § 1332(a). As noted above, “[t]he removability of a case[,]” including the amount in controversy, “‘depends upon the state of the pleadings and the record at the time of the application for removal.’” Francis, 709 F.3d at 367 (citations omitted). Where a plaintiff has sought damages, “the sum demanded in good faith in the initial pleading shall be deemed to be the amount in controversy[.]” 28 U.S.C. § 1446(c)(2). “If a complaint ‘does not allege a specific amount of damages, the removing defendant must prove by a preponderance of the evidence that the amount in controversy exceeds [$75,000].’” Francis, 709 F.3d at 367 (alteration in original) (quoting De Aguilar v. Boeing Co., 11 F.3d 55, 58 (5th Cir. 1993)). “In actions seeking declaratory or injunctive relief, it is well established that the amount in controversy is measured by the value of the object of the litigation.” Hunt v. Wash. State Apple Advert. Comm’n, 432 U.S. 333, 347 (1977). In other words, in such cases, “jurisdiction is to be tested by the value of the object or right to be protected against interference.” McNutt v. Gen. Motors Acceptance Corp. of Ind., 298 U.S. 178, 181 (1936). A party advocating for federal jurisdiction in such a case may establish the amount in controversy “by reference to the larger of two figures: the injunction’s worth to the plaintiff or its cost to the defendant.” JTH Tax, Inc. v. Frashier, 624 F.3d 635, 639 (4th Cir. 2010) (citing Dixon v. Edwards, 290 F.3d 699, 710 (4th Cir. 2002)). “More precisely, the relevant inquiry is whether the direct pecuniary value of the right the plaintiff seeks to enforce, or the cost to the defendant of complying with any prospective equitable relief, exceeds $75,000.” Brennan v. Stevenson, No. 15- cv-2931-JKB, 2015 WL 7454109, at *4 (D. Md. Nov. 24, 2015) (cleaned up). In identifying the amount in controversy, a defendant may “rely to some extent on reasonable estimates, inferences, and deductions.” Scott v. Cricket Commc’ns, LLC, 865 F.3d 189, 196 (4th Cir. 2017). Although a removing defendant has the burden to “prove by a preponderance of the evidence that the amount in controversy exceeds $75,000,” Francis, 709 F.3d at 367 (cleaned up), remand is only appropriate where the court concludes “with legal certainty” that the requested injunction “is worth less than the requisite amount.” JTH Tax, 624 F.3d at 640 (emphasis omitted). The party opposing remand need only identify the “good faith worth” of the requested injunctive relief, and “may aggregate smaller claims in order to reach the jurisdictional threshold.” Id. at 639. Cossentino argues the amount-in-controversy requirement has not been met because it “does not seek any damages, or other economic relief[.]” ECF No. 7-1 at 1.4 Cossentino’s position in the litigation is that it acquired and retains an easement to use the Crossing, either by prescription or necessity. Thus, it argues, even “[i]f the Plaintiff is successful on its claims, no money will change hands, and there will be no positive or negative effect on either party— the status quo will simply remain the same as it has for decades.” ECF No. 7-1 at 3 (italics omitted). But that framing of the case assumes out of existence the very dispute at issue: whether an easement exists at all. The absence of a request for damages does not mean the amount in controversy is $0. Cossention’s request for an injunction and declaration that an easement does exist is the “object of the litigation.” See Hunt, 432 U.S. at 347. Thus the Court must estimate “the injunction’s worth to the plaintiff or its cost to the defendant.” JTH Tax, 624 F.3d at 639. If the “future value” that would be “generated by [an] injunction” would either benefit Cossentino, or cost CSX, more than $75,000, the amount in controversy threshold has been satisfied. See id. Here, Plaintiff itself has alleged that closure of the Crossing “threatens to shut down the plaintiff’s business.” ECF No. 2 ¶ 7. Accordingly, the value of the object of the litigation is the value of Cossentino’s business. As reflected in publicly available documents, Cossentino has been awarded bid contracts by 4 All page number references herein refer to the ECF numbering, not necessarily the page numbering on the original document(s). county governments within the State of Maryland totaling tens of millions of dollars in the past six years alone. See ECF No. 9-2 at 5, 6, 10, 13, 14, 18, 21 (reflecting contracts with Howard County totaling over $18.5 million); ECF No. 9-3 at 13 (reflecting $2.8 million contract from Anne Arundel County to Cossentino); ECF No. 9-4 at 16 (reflecting over $6.7 million paid by Baltimore County to Cossentino). Although a company’s revenue does not necessarily translate into enterprise value, Cossentino has proffered no evidence to suggest that its business is worth less than $75,000. The record definitively establishes that the “worth” of the Crossing, as alleged by Plaintiff, exceeds $75,000. See JTH Tax, 624 F.3d at 639 (finding that plaintiff’s desired injunctive relief, when “valued for the benefit it confers on [the plaintiff] . . . arguably yields a figure that exceeds the necessary jurisdictional amount”); see also Bristol Univ. v. Accrediting Council for Indep. Colls. & Schs., 691 F. App’x 737, 740 (4th Cir. 2017) (based in part on plaintiff’s allegation that “without accreditation, the school would be forced to close[,]” and because there was no dispute that “[t]he value of Bristol [University] as a business clearly exceeds $75,000[,]” holding that the dispute “undoubtedly satisfies the amount in controversy requirement for diversity jurisdiction”); Swan Island Club, Inc. v. Ansell, 51 F.2d 337, 340 (4th Cir. 1931) (finding that amount in controversy was satisfied where plaintiff alleged that a failure to enjoin the defendants from hunting ducks on the plaintiff’s property would “virtually destroy the capital value of the plaintiff’s property”).5 For these reasons, this Court has subject matter jurisdiction over this case, and CSX was permitted to remove it to federal court. Cossentino’s motion to remand (ECF No. 7) will be denied. II. CSX’s Motion to Dismiss Having satisfied its burden to establish federal subject matter jurisdiction, CSX has also moved to dismiss Cossentino’s complaint. ECF No. 4. CSX contends that even accepting Cossentino’s allegations as true, those allegations are insufficient to state a claim that an easement by prescription or necessity was created. (As noted above, the Court declines CSX’s invitation to convert the motion to one for summary judgment; doing so would be inappropriate without permitting the parties to conduct discovery.) For the reasons set forth below, although discovery may reveal that Cossentino cannot prove by a preponderance of the evidence that it acquired, and maintains, an easement to use the Crossing, its allegations, accepted as true, entitle it to proceed to discovery. 5 CSX contends that an injunction compelling CSX to re-open the Crossing would create serious, and expensive, safety risks not only to CSX, and to drivers and equipment using the Crossing, but also to the surrounding community. See, e.g., ECF No. 4-1 at 9-10 and accompanying exhibits. Because the Court finds that the value of the injunction to Cossentino easily exceeds $75,000, the Court need not, and does not, reach the question of whether the “cost to the defendant” of an injunction, JTH Tax, 624 F.3d at 639, would exceed $75,000. A. Standard of Review A complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). When a defendant asserts that, even assuming the truth of the alleged facts, the complaint fails “to state a claim upon which relief can be granted[,]” the defendant may move to dismiss the complaint. Fed. R. Civ. P. 12(b)(6). To withstand a motion to dismiss, the complaint’s “[f]actual allegations must be enough to raise a right to relief above the speculative level[.]” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). The pleadings must contain sufficient factual allegations to state a facially plausible claim for relief. Id. at 570. “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). As noted above, when considering such a motion, the Court must “accept as true all of the factual allegations contained in the complaint and draw all reasonable inferences in favor of the plaintiff.” King, 825 F.3d at 212. B. The Property Plaintiff’s allegations, and the reasonable inferences drawn therefrom, control whether Plaintiff has stated a claim on which relief can be granted. Plaintiff did not include a map or image of the Property in the Complaint, but there is no dispute that the image below, submitted by CSX (ECF No. 4-2 at 34), shows (1) Cossentino’s property (the “Property”), which appears as the triangular property on the left side of the image partially outlined in red, (2) the CSX rail line at issue, which runs from the bottom-left corner to the top of the image, (3) Contractors Road, which runs on the north side of the CSX line, (4) the Crossing before it was closed, which the Court has marked with a yellow circle, and connected Cossentino’s property to Contractors Road, (5) the adjoining property owned by Cosda Farm LLC, which CSX has labeled as Lot 1 and Lot 2, and which is labeled on the map as a location of “GT Mid Atlantic,”6 and (6) Kelso Drive, which undisputedly is a public road that binds to Cosda Farm in the bottom-right of the image, and is a private road as it traverses Cosda Farm: 6 In March 2022, Cosda Farm LLC identified itself on an access easement agreement as “having an address at 8505 Contractors Road[.]” ECF No. 4-2 at 18. That address is Cossentino’s address. See Compl. ¶ 1. Thus, it appears from the present, limited record that, at least as of March 2022, Cosda Farm may have considered itself as owning, or operating on, the Cossentino property, and/or considered the properties to have merged in some way. As discussed below, the relationship between Cossentino and Cosda Farm may bear on whether an easement of necessity, if it ever existed, has terminated. But for ease of reference, and for purposes of this opinion, the Court refers to the Cossentino property as “Cossentino” or “the Property,” and the adjoining property (Lots 1 and 2 on the image below) as “Cosda Farm.” N 7 Ae □ a . Et eed PN le ie. wy er ee a a” ed a Cg ap On \ res ee J > ie SF oN Ss anal mm wir Wy Age ee Av ead iy ek me i as | ei MO Pigs | eS ee? el ae Wea aN a of, ae 3) AS BP eS fet tik vee) a OA ese Gh oe: A Terese bed by Vee” Dida | Me A Me Te = Gonna Eg Mh”.