SeedX v. Lincoln Strategy

10th Cir.11/10/2025
View on CourtListener

AI Case Brief

Generate an AI-powered case brief with:

📋Key Facts
⚖️Legal Issues
📚Court Holding
💡Reasoning
🎯Significance

Estimated cost: $0.10–$0.50 per brief, depending on opinion length and retries

Full Opinion

     Appellate Case: 24-8028      Document: 75-1   Date Filed: 11/10/2025     Page: 1
                                                                                FILED
                                                                    United States Court of Appeals
                                        PUBLISH                             Tenth Circuit

                       UNITED STATES COURT OF APPEALS                       November 10, 2025
                                                                        Christopher M. Wolpert
                             FOR THE TENTH CIRCUIT                          Clerk of Court
                         _________________________________

SEEDX, INC.,

        Plaintiff - Appellant/Cross-Appellee,

v.                                                           No. 24-8028

LINCOLN STRATEGY GROUP LLC;
FORTIFIED CONSULTING LLC;
NATHAN SPROUL,

        Defendants - Appellees,

and

KANYE 2020,

      Defendant - Appellee/Cross-Appellant.

–––––––––––––––––––––––––––––––––––

SEEDX, INC.,

        Plaintiff - Appellee,

v.                                                           No. 24-8036

LINCOLN STRATEGY GROUP, LLC;
FORTIFIED CONSULTING, LLC;
NATHAN SPROUL,

        Defendants,

and

KANYE 2020,
   Appellate Case: 24-8028      Document: 75-1      Date Filed: 11/10/2025    Page: 2




       Defendant - Appellant.
                      _________________________________

                     Appeal from the United States District Court
                             for the District of Wyoming
                           (D.C. No. 2:23-CV-00142-ABJ)
                       _________________________________

Earl Landers Vickery of Vickery & Shepherd, LLP, Houston, TX, for Plaintiff-
Appellant/Cross-Appellee SeedX, Inc.

John G. Knepper of Law Office of John G. Knepper, LLC, Cheyenne, WY, for
Defendants-Appellees Lincoln Strategy Group, LLC, Fortified Consulting, LLC, and
Nathan Sproul.

Amy M. Iberlin of Williams, Porter, Day & Neville, P.C., Casper, WY, for Defendant-
Appellee/Cross-Appellant Kanye 2020.
                       _________________________________

Before HARTZ, McHUGH, and MORITZ, Circuit Judges.
                  _________________________________

MORITZ, Circuit Judge.
                    _________________________________

      SeedX, Inc. is a marketing and e-commerce company on a quest to recover

payment for services it alleges it provided to the Kanye 2020 presidential campaign.

As part of that quest, SeedX sued Kanye 2020, along with Lincoln Strategy Group,

LLC, Fortified Consulting, LLC, and Nathan Sproul (the Lincoln defendants), in

Wyoming district court.

      The district court dismissed the claims against Kanye 2020 without prejudice

for failure to state a claim. And finding that it lacked personal jurisdiction over the

Lincoln defendants, the district court transferred claims against them to district court

in Arizona. Kanye 2020 then moved for reconsideration, arguing that the claims

                                            2
   Appellate Case: 24-8028     Document: 75-1      Date Filed: 11/10/2025    Page: 3



against it should have been dismissed with prejudice. But the Wyoming court

responded that it no longer had jurisdiction over the case following the transfer to

Arizona. Now, SeedX appeals the transfer of its claims against the Lincoln

defendants and the dismissal of its claims against Kanye 2020, and Kanye 2020

cross-appeals, contending the dismissal of the claims against it should have been with

prejudice.

      On SeedX’s appeal, we lack jurisdiction over the interlocutory transfer order,

and we affirm the dismissal of SeedX’s contract claims against Kanye 2020 for

failure to state a claim. On Kanye 2020’s cross-appeal, we hold that the district court

erred in concluding that it lacked jurisdiction over Kanye 2020’s motion for

reconsideration. We thus remand for the district court to consider in the first instance

whether the dismissal of SeedX’s contract claims against Kanye 2020 should be with

prejudice.

                                     Background 1

      The relationship between SeedX and the Lincoln defendants sprouted in June

2020. The Arizona-based Lincoln defendants, comprising Sproul and two entities he

created for political consulting and campaign management, reached out to SeedX, a

Nevada company, to discuss working together. By August 2020, SeedX had begun

providing services to one of the Lincoln defendants’ clients. That same month, the

Lincoln defendants asked SeedX if it would be interested in helping with the Kanye


      1
       Given the procedural posture of this appeal, we accept the facts as alleged in
the complaint. See N. Arapaho Tribe v. Becerra, 61 F.4th 810, 813 (10th Cir. 2023).
                                           3
   Appellate Case: 24-8028     Document: 75-1     Date Filed: 11/10/2025    Page: 4



2020 campaign. SeedX agreed and asked for a written agreement of the terms, and

the Lincoln defendants repeatedly assured SeedX that the agreement would be

reduced to writing once the scope of the work became clearer.

      With no written contract, SeedX began its work for Kanye 2020. Its first

product was a slideshow that included graphic designs and marketing and public-

relations strategies for the campaign. The Lincoln defendants asked SeedX to replace

its name with “Lincoln” on the first slide, and SeedX agreed because the Lincoln

defendants would be making the presentation. SeedX then built a campaign website

and digital storefront for Kanye 2020. While most of SeedX’s contacts up until that

point were with the Lincoln defendants, once the website went live, SeedX also

communicated with the Kanye 2020 campaign. SeedX alleges it “became the hub of a

massive marketing effort, managing the digital storefront, facilitating online orders

for campaign merchandise/donations and gathering/monitoring campaign donor

data.” App. vol. 1, 17.

      Ultimately, Kanye 2020 paid more than $13.2 million for campaign services in

2020; about $4.8 million of that went to the Lincoln defendants. But SeedX was

never paid for its work. So it sued Kanye 2020 and the Lincoln defendants in district

court in Wyoming, where Kanye 2020 is based, asserting claims against them for

breach of an implied or oral contract, breach of the implied duty of good faith and

fair dealing, and unjust enrichment. 2 SeedX also asserted claims for conversion and


      2
         SeedX initially sued Kanye 2020 and the Lincoln defendants in Texas, but
the district court there dismissed the action without prejudice for lack of personal
                                           4
   Appellate Case: 24-8028        Document: 75-1       Date Filed: 11/10/2025      Page: 5



fraud against the Lincoln defendants. The Lincoln defendants moved to dismiss for

lack of personal jurisdiction, while Kanye 2020 moved to dismiss for failure to state

a claim.

       The district court found it lacked personal jurisdiction over the Lincoln

defendants. However, instead of dismissing those claims, the district court transferred

them to the District of Arizona—where the Lincoln defendants are based. It did so

pursuant to 28 U.S.C. § 1631, which provides that when a district court “finds that

there is a want of jurisdiction, the court shall, if it is in the interest of justice, transfer

such action or appeal to any other such court . . . in which the action or appeal could

have been brought at the time it was filed or noticed.” The district court did so out of

concern that the claims, which “appear[ed] to have merit,” would be time-barred if

filed anew in Arizona. App. vol. 2, 312. Next, the district court determined that

SeedX failed to plausibly allege any claims against Kanye 2020, and it dismissed

those claims without prejudice.

       Kanye 2020 then moved for reconsideration under Federal Rule of Civil

Procedure 59(e), asking the Wyoming court to dismiss the claims against it with

prejudice. The district court declined, stating it no longer had jurisdiction because the

case was transferred to Arizona.




jurisdiction. See Basulto v. Sproul, No. 21-CV-592, 2021 WL 8018073 (W.D. Tex.
Nov. 2, 2021) (unpublished), report and recommendation adopted 2021 WL 8018072
(W.D. Tex. Nov. 30, 2021) (unpublished).
                                               5
     Appellate Case: 24-8028    Document: 75-1      Date Filed: 11/10/2025    Page: 6



       SeedX appeals in Appeal No. 24-8028, and Kanye 2020 cross-appeals in

Appeal No. 24-8036. 3

                                        Analysis

       SeedX contends the district court erred in transferring its claims against the

Lincoln defendants and in dismissing its claims against Kanye 2020. Kanye 2020, for

its part, argues the district court erred by dismissing the claims against it without

prejudice.

I.     Jurisdiction

       We must first determine which issues we have jurisdiction to reach. See City of

Albuquerque v. Soto Enters., Inc., 864 F.3d 1089, 1091 (10th Cir. 2017) (conducting

jurisdictional inquiry before addressing merits). “We review questions of our

appellate jurisdiction de novo.” Id.

       Our jurisdiction typically extends only to final decisions of the district courts.

See 28 U.S.C. § 1291. “[T]o be final, a decision must reflect ‘the termination of all

matters as to all parties and causes of action.’” 4 Dodge v. Cotter Corp., 328 F.3d

1212, 1221 (10th Cir. 2003) (quoting D & H Marketers, Inc. v. Freedom Oil & Gas,

Inc., 744 F.2d 1443, 1444 (10th Cir. 1984) (en banc)). And crucially for our



       3
         The Arizona district court stayed litigation of the transferred claims pending
this appeal. See Order, SeedX Inc. v. Lincoln Strategy Grp., No. 24-cv-00933 (D.
Ariz. May 15, 2024).
       4
         Of course, Federal Rule of Civil Procedure 54(b) allows a district court to
“direct entry of a final judgment as to one or more, but fewer than all, claims or
parties” where the court “expressly determines that there is no just reason for delay.”
But the district court did not do so here.
                                            6
   Appellate Case: 24-8028      Document: 75-1      Date Filed: 11/10/2025     Page: 7



purposes, we have recognized that transfer orders are not final because they “d[o] not

finally end the litigation.” Fed. Deposit Ins. Corp. v. McGlamery, 74 F.3d 218, 221

(10th Cir. 1996). Additionally, we have determined that transfer orders do not fall

into the collateral-order exception to the finality rule. Id. Thus, we have plainly held

that we lack jurisdiction to review transfer orders. Id.

       Despite this clear precedent, SeedX seeks to challenge the district court’s

transfer order. As the appellant, it bears the burden of establishing appellate

jurisdiction. 5 See United States v. Solco I, LLC, 962 F.3d 1244, 1249 (10th Cir.

2020). To do so, SeedX first invokes Shrader v. Biddinger, 633 F.3d 1235 (10th Cir.

2011). There, we reviewed an order dismissing claims against various defendants for

lack of personal jurisdiction and rejected the plaintiff’s contention that the district

court should have transferred his claims instead of dismissing them. Id. at 1249–50.

In so doing, we noted a “patent impediment” to transferring a case that involved

multiple defendants who resided in different states, such that “no single court” could

exercise jurisdiction. Id. Seizing on this language, SeedX maintains that the district

court’s transfer impermissibly split the action in violation of Shrader because the

entire action could not have been brought in the district of Arizona.

       At the outset, we note that SeedX’s Shrader argument is a merits challenge to

the district court’s decision to transfer, not an argument supporting appellate

jurisdiction. Indeed, Shrader says nothing about jurisdiction to review a transfer


       5
        Kanye 2020 is a cross-appellant, but it does not challenge the transfer order
and thus need not establish our jurisdiction over such order.
                                            7
   Appellate Case: 24-8028      Document: 75-1      Date Filed: 11/10/2025     Page: 8



order. Moreover, Shrader is easily distinguishable. It speaks to circumstances in

which defendants from multiple states are dismissed for lack of personal jurisdiction,

such that “there [i]s no single court to which the action could be transferred with any

assurance that jurisdiction would have been proper.” Id. Here, by contrast, the district

court transferred only a group of defendants who can all be sued in Arizona, and

dismissed the remaining defendants based on plaintiffs’ failure to state a claim

against those defendants.

       Next, SeedX suggests that we construe the transfer order as final because

otherwise, what it views as a clearly erroneous order will never be reviewed. We

disagree. To be sure, the Ninth Circuit, where the District of Arizona is located, has

held that transfers are “reviewable only in the circuit of the transferor district

court”—here, the Tenth Circuit. Rigsby v. GoDaddy Inc., 59 F.4th 998, 1004 (9th Cir.

2023) (quoting Posnanski v. Gibney, 421 F.3d 977, 980 (9th Cir. 2005)). But SeedX

overlooks that it could move in Arizona to retransfer the action to Wyoming. See

Posnanski, 421 F.3d at 980–81. And if that motion were denied, the Ninth Circuit

could then exercise review. Id.; see also McGlamery, 74 F.3d at 221 (finding that

transfer order did not satisfy unreviewability prong of collateral-order exception

because party could move for retransfer in transferee court and then obtain appellate

review); Petersen v. Douglas Cnty. Bank & Tr. Co., 940 F.2d 1389, 1392 (10th Cir.

1991) (suggesting that transferee circuit can adjudicate allegedly erroneous transfer

on review of party’s motion to retransfer). We therefore disagree that the transfer

order is effectively unreviewable.

                                            8
   Appellate Case: 24-8028      Document: 75-1      Date Filed: 11/10/2025     Page: 9



       Last, SeedX invokes the pragmatic-finality doctrine, which allows a court to

“assume jurisdiction where the danger of injustice by delaying appellate review

outweighs the inconvenience and costs of piecemeal review.” United States v. Copar

Pumice Co., 714 F.3d 1197, 1209 (10th Cir. 2013) (quoting Albright v. UNUM Life

Ins. Co. of Am., 59 F.3d 1089, 1093–94 (10th Cir. 1995)). We have used this doctrine

when declining jurisdiction would “threaten our ability” to address “important,

serious, and unsettled” issues. Zen Magnets, LLC v. Consumer Prod. Safety Comm’n,

968 F.3d 1156, 1165 (10th Cir. 2020). But we have emphasized that the doctrine

should be invoked “only in truly unique instances . . . to preserve the vitality of

§ 1291.” Boughton v. Cotter Corp., 10 F.3d 746, 752 (10th Cir. 1993) (cleaned up);

see also New Mexico v. Trujillo, 813 F.3d 1308, 1317 (10th Cir. 2016) (“We have

been leery to apply the doctrine.”).

       This is not one of those instances. We see nothing overwhelmingly important,

serious, or unsettled in the district court’s decision to transfer the claims against the

Lincoln defendants to Arizona, while in the same order dismissing the claims against

Kanye 2020 for failure to state a claim. Cf. Zen Magnets, 968 F.3d at 1165 (applying

practical-finality doctrine to address constitutional due-process issue in

administrative proceeding). And SeedX’s interest in avoiding piecemeal litigation of

its claims does not overcome the “strong congressional policy against . . . obstructing

or impeding an ongoing judicial proceeding by interlocutory appeals” embodied by

§ 1291. United States v. Nixon, 418 U.S. 683, 690 (1974). We therefore reject

SeedX’s practical-finality argument.

                                            9
   Appellate Case: 24-8028        Document: 75-1   Date Filed: 11/10/2025     Page: 10



      The Lincoln defendants, despite being appellees, also seek to establish our

jurisdiction over the transfer order. They first contend that the district court

transferred not just the claims against them but also those against Kanye 2020. And

according to the Lincoln defendants, transferring the Kanye 2020 claims violated

§ 1631 because the Wyoming district court had personal jurisdiction over Kanye

2020 and never analyzed whether the Arizona court would. See § 1631 (mandating

transfer to other court “in which the action or appeal could have been brought at the

time it was filed or noticed”).

       As an initial matter, this argument also goes to the merits of the transfer order,

not to whether we have appellate jurisdiction over it. But in any event, the Lincoln

defendants fundamentally misread the district court’s order, which explicitly stated

that “the claims against Kanye 2020 shall not be transferred due to SeedX’s failure

to state a claim upon which relief can be granted.” App. vol. 2, 313 (emphasis

added). Therefore, contrary to the Lincoln defendants’ arguments, the district court

did not transfer the Kanye 2020 claims in clear violation of § 1631.

       The Lincoln defendants next propose reviewing the transfer pursuant to the All

Writs Act. See 28 U.S.C. § 1651(a). “The writ of mandamus issues only in

exceptional circumstances to correct ‘a clear abuse of discretion, an abdication of the

judicial function, or the usurpation of judicial power.’” Boughton, 10 F.3d at 751

(quoting Paramount Film Distrib. Corp. v. Civic Ctr. Theatre, Inc., 333 F.2d 358,

361 (10th Cir. 1964)). For a writ to issue, a party must show there are “‘no other

adequate means to attain the relief,’” the “‘right to issuance of the writ is clear and

                                            10
   Appellate Case: 24-8028      Document: 75-1       Date Filed: 11/10/2025   Page: 11



indisputable,’” and “the writ is appropriate under the circumstances.” Cheney v. U.S.

Dist. Ct. for D.C., 542 U.S. 367, 380–81 (2004) (cleaned up) (quoting Kerr v. U.S.

Dist. Ct. for N. Dist. of Cal., 426 U.S. 394, 403 (1976)). The Lincoln defendants fail

to make that exceptional showing—as already explained, the parties can obtain

review of the transfer by seeking to retransfer in Arizona and then appealing any

denial, and there is no clear error in the transfer order under either Shrader or § 1631.

Cf. Hustler Mag., Inc. v. U.S. Dist. Ct. for Dist. of Wyo., 790 F.2d 69, 70–71 (10th

Cir. 1986) (granting mandamus relief where district court refused to even consider

defendant’s motion to transfer for party and witness convenience under 28 U.S.C.

§ 1404(a)). Moreover, the Lincoln defendants overlook that no party has filed a

petition for a writ of mandamus. See Fed. R. App. P. 21(a)(1) (requiring party

seeking writ to file petition with circuit clerk).

       Having rejected both SeedX’s and the Lincoln defendants’ arguments in favor

of jurisdiction over the nonfinal transfer order, we conclude that we lack jurisdiction

to consider that portion of the appeal.

       That leaves (1) SeedX’s appeal of the district court’s dismissal of its claims

against Kanye 2020 for failure to state a claim and (2) Kanye 2020’s cross-appeal of

the district court’s refusal to dismiss such claims with prejudice. We agree with

SeedX and Kanye 2020 that we have jurisdiction to review the district court’s order

dismissing SeedX’s breach-of-contract claims against Kanye 2020, even though the

dismissal was without prejudice. See Amazon, Inc. v. Dirt Camp, Inc., 273 F.3d 1271,

1275 (10th Cir. 2001) (“Although a dismissal without prejudice is usually not a final

                                            11
      Appellate Case: 24-8028   Document: 75-1     Date Filed: 11/10/2025     Page: 12



decision, where the dismissal finally disposes of the case so that it is not subject to

further proceedings in federal court, the dismissal is final and appealable.”). We

likewise have jurisdiction over the district court’s order denying Kanye 2020’s timely

reconsideration motion. See First Union Mortg. Corp. v. Smith, 229 F.3d 992, 994–

95 (10th Cir. 2000) (explaining that order denying reconsideration is “final” for

jurisdictional purposes when it ends the litigation).

II.      Merits

         We first consider SeedX’s appeal of the dismissal of its claims against Kanye

2020 for failure to state a claim. We then turn to Kanye 2020’s cross-appeal of the

district court’s refusal to dismiss such claims with prejudice.

         A.    SeedX’s Appeal

         We review a dismissal for failure to state a claim de novo. See N. Arapaho

Tribe, 61 F.4th at 813. We “take as true ‘all well-pleaded facts, as distinguished from

conclusory allegations,’ view all reasonable inferences in favor of the nonmoving

party, and liberally construe the pleadings.” Reznik v. inContact, Inc., 18 F.4th 1257,

1260 (10th Cir. 2021) (cleaned up) (quoting Ruiz v. McDonnell, 299 F.3d 1173, 1181

(10th Cir. 2002)).

         SeedX first maintains that it stated a plausible claim against Kanye 2020 for

breach of an oral or implied contract. A valid contract requires an offer, acceptance,

and consideration. Kindred Healthcare Operating, Inc. v. Boyd, 403 P.3d 1014,

1024–25 (Wyo. 2017). “Whether a contract has been entered into depends on the

intent of the parties and is a question of fact.” Mantle v. N. Star Energy & Constr.

                                            12
  Appellate Case: 24-8028      Document: 75-1     Date Filed: 11/10/2025    Page: 13



LLC, 437 P.3d 758, 782 (Wyo. 2019) (quoting Hunter v. Reece, 253 P.3d 497, 500

(Wyo. 2011)).

      In the absence of a written agreement, as here, Wyoming recognizes oral and

implied contracts. “For an oral contract to exist, its essential terms must be defined

with certainty.” Davidson-Eaton v. Iversen, 519 P.3d 626, 640 (Wyo. 2022); see also

id. (“Courts do not have the power to supply the terms of an agreement, so an oral

agreement is unenforceable unless the contract terms are ‘so certain that the court can

require the specific thing agreed upon to be done.’” (quoting Fowler v. Fowler, 933

P.2d 502, 504 (Wyo. 1997))). And an implied contract “may be created by the

parties’ conduct, ‘but the conduct from which that inference is drawn must be

sufficient to support the conclusion that the parties expressed a mutual manifestation

of an intent to enter into an agreement.’” Shaw v. Smith, 964 P.2d 428, 435–36 (Wyo.

1998) (cleaned up) (quoting Lavoie v. Safecare Health Serv., Inc., 840 P.2d 239, 248

(Wyo. 1992)).

      Here, as the district court recognized, the complaint fails to allege the

existence of either an oral or an implied contract between SeedX and Kanye 2020

because it details almost no communications between the two parties. The complaint

alleges that SeedX performed work for the Lincoln defendants for approximately two

months without engaging in any communication with Kanye 2020. It additionally

alleges that after the October 7, 2020 launch of the campaign website, SeedX

engaged in several direct contacts with Kanye West’s personal assistant, West

participated in a call with SeedX to request edits to a campaign video on the site, and

                                           13
   Appellate Case: 24-8028     Document: 75-1      Date Filed: 11/10/2025     Page: 14



West then followed up with several text messages. Finally, the complaint alleges that

SeedX sent financial information to a Kanye 2020 attorney who was preparing

reports for the Federal Election Commission. Because these contacts involved no

discussion of terms, much less “essential” ones, SeedX fails to plausibly plead the

creation of an oral contract. Davidson-Eaton, 519 P.3d at 640. Nor can we infer the

“mutual manifestation of an intent to enter into an agreement” required for an

implied contract. 6 Shaw, 964 P.2d at 435–36 (quoting Lavoie, 840 P.2d at 248).

Because SeedX fails to plausibly allege the existence of a contract, it fails to state a

claim for breach of any contract.

      Next, SeedX contends that it stated a plausible claim against Kanye 2020 for

unjust enrichment. To state a claim for unjust enrichment in Wyoming, a party must

allege that “valuable services were rendered . . . to the party to be charged” and that

those “services were accepted, used[,] and enjoyed by the charged party . . . under

circumstances that reasonably notified the party being charged that the other party

would expect payment for the services.” Davidson-Eaton, 519 P.3d at 641 (quoting


      6
        The complaint also states that the Lincoln defendants acted “as agents, either
ostensible or actual, of the Kanye 2020 presidential campaign.” App. vol. 1, 9–10.
But this conclusory statement is not supported by factual allegations that would
support an agency theory; the complaint fails to plausibly allege that the Lincoln
defendants and Kanye 2020 “agree[d] that [the Lincoln defendants] shall act on
behalf of and subject to the control of [Kanye 2020].” Redco Constr. Co. v. Profile
Props., LLC, 271 P.3d 408, 418–19 (Wyo. 2012) (quoting Maverick Motorsports
Grp., LLC v. Wyo. Dep’t of Revenue, 253 P.3d 125, 133 (Wyo. 2011)). Moreover,
SeedX has waived any agency theory on appeal by similarly referring to the Lincoln
defendants as “alleged agent[s]” of Kanye 2020 but providing no underlying factual
support or legal argument. SeedX Br. 15. We therefore decline to consider it further.
See San Juan Citizens All. v. Stiles, 654 F.3d 1038, 1056 (10th Cir. 2011).
                                           14
  Appellate Case: 24-8028      Document: 75-1     Date Filed: 11/10/2025     Page: 15



Symons v. Heaton, 316 P.3d 1171, 1176 (Wyo. 2014)).

      Here, we agree with the district court that the complaint fails to plausibly

allege that Kanye 2020 was “reasonably notified” that SeedX would expect payment

for its work. Id. (quoting Symons, 316 P.3d at 1176). The complaint doesn’t allege

that SeedX ever told Kanye 2020 that it expected payment, that SeedX ever sent

Kanye 2020 a bill, or that SeedX ever identified itself as separate from the Lincoln

defendants. Indeed, the complaint even recognizes that SeedX allowed the Lincoln

defendants to take credit for SeedX’s work by placing their names on SeedX’s

campaign pitch deck. Under these circumstances, we agree with the district court’s

assessment that the allegations in the complaint failed to establish “whether Kanye

2020 even knew that SeedX was a distinct entity from the Lincoln [d]efendants.”

App. vol, 2, 305. We therefore affirm the district court’s dismissal of SeedX’s claims

against Kanye 2020.

      B.     Kanye 2020’s Cross-Appeal

      We turn at last to Kanye 2020’s cross-appeal of the district court’s

determination that it lacked jurisdiction to reconsider its “without prejudice”

dismissal of SeedX’s claims against Kanye 2020. “We review a district court’s ruling

on a . . . motion for reconsideration for abuse of discretion,” including “verifying that

the district court’s ‘discretion was not guided by erroneous legal conclusions.’”

Walker v. BOKF, Nat’l Ass’n, 30 F.4th 994, 1002 (10th Cir. 2022) (quoting ClearOne

Commc’ns, Inc. v. Biamp Sys., 653 F.3d 1163, 1178 (10th Cir. 2011)).

      Recall that the district court stated it lacked jurisdiction over Kanye 2020’s

                                           15
   Appellate Case: 24-8028     Document: 75-1       Date Filed: 11/10/2025    Page: 16



motion because of the transfer of the claims against the Lincoln defendants. To be

sure, once a transfer occurs, “the transferor court loses all jurisdiction over the case,

including the power to review the transfer.” Chrysler Credit Corp. v. Country

Chrysler, Inc., 928 F.2d 1509, 1516–17 (10th Cir. 1991). But as should be clear from

the above discussion, when the district court transferred the claims against the

Lincoln defendants, it did not transfer the claims against Kanye 2020. Rather, it

dismissed those claims without prejudice for failure to state a claim—meaning it

retained jurisdiction over the claims against Kanye 2020. So the district court legally

erred by denying Kanye 2020’s motion for reconsideration based on lack of

jurisdiction.

       While Kanye 2020 urges us to decide whether dismissal should have been with

or without prejudice, we are a “court of review, not of first view.” Childers v. Crow,

1 F.4th 792, 801 (10th Cir. 2021) (quoting Cutter v. Wilkinson, 544 U.S. 709, 719 n.4

(2005)). The district court should conduct that analysis in the first instance. So

although we affirm the dismissal of SeedX’s claims, we remand for the district court

to consider whether the dismissal should be with prejudice.

                                       Conclusion

       We lack jurisdiction to review the district court’s transfer order, and the

Lincoln defendants fail to make the necessary showing for mandamus review.

Further, the district court did not transfer SeedX’s claims against Kanye 2020 to

Arizona or impermissibly split the action. And although the district court dismissed

SeedX’s claims against Kanye 2020 for failure to state a claim—a conclusion we

                                            16
  Appellate Case: 24-8028     Document: 75-1     Date Filed: 11/10/2025   Page: 17



affirm—it erred by concluding it lacked jurisdiction over Kanye 2020’s motion to

reconsider whether that dismissal should be with, rather than without, prejudice. So

we remand for the district court to take up that motion.




                                          17


Case Information

Court
10th Cir.
Decision Date
November 10, 2025
Status
Precedential