Argued: December 9, 2016
Melone, Allco Renewable Energy Limited, New York, New York,
D. Snook, Assistant Attorney General, Hartford, Connecticut,
for George Jepsen, Attorney General for the State of
Connecticut, for Defendant-Appellee Robert J. Klee.
Hollander, Assistant Attorney General (Clare E. Kindall,
Assistant Attorney General, on the brief), New Britain,
Connecticut, for George Jepsen, Attorney General for the
State of Connecticut, for Defendants-Appellees Katherine S.
Dykes, John W. Betkoski, III, and Michael Caron.
Rubin, Carmody Torrance Sandak & Hennessey LLP,
Waterbury, Connecticut, for Amicus Curiae The Connecticut
Light and Power Company, DBA Eversource Energy, in support of
Grace (Julia Dreyer, on the brief), American Wind Energy
Association and RENEW Northeast, Washington, D.C., for Amicus
Curiae American Wind Energy Association, in support of
Elaine Meckenstock, Deputy Attorney General (Robert W. Byrne,
Senior Assistant Attorney General, Gavin G. McCabe,
Supervising Deputy Attorney General, and Melinda Pilling,
Deputy Attorney General, on the brief), Oakland, California,
for Xavier Becerra, Attorney General, California Office of
the Attorney General, for Amici Curiae States of
Massachusetts, New York, Oregon, Vermont, and Washington, and
the California Air Resources Board, in support of
Before: CALABRESI, RAGGI, LYNCH, Circuit Judges.
CALABRESI, Circuit Judge:
Allco Finance Limited ("Allco" or
"Plaintiff") appeals from a final judgment entered
by the United States District Court for the District of
Connecticut (Haight, J.), which dismissed two of
Allco's related, but not formally consolidated,
Complaints ("the Complaints"). The Complaints focus
on Connecticut's implementation of Connecticut Public
Acts 13-303 and 15-107, which empower the state's energy
regulator to solicit proposals for renewable energy
generation, to select winning bids from such solicitations,
and then to "direct" Connecticut's utilities to
"enter into" wholesale energy contracts with the
winning bidders. One of the Complaints also challenges a
separate Connecticut program, the Renewable Portfolio
Standard, which requires Connecticut's utilities either
to produce renewable energy themselves or to buy renewable
energy credits from other renewable energy producers located
in the region.
brought these two actions against the Commissioners of
Connecticut's state energy regulators in their official
capacities ("the Defendants"), arguing that the
state programs violate federal law and the dormant Commerce
Clause of the United States Constitution, and that
Connecticut's implementation of the programs has injured
Allco. In addition to seeking damages and fees under 42
U.S.C. §§ 1983 and 1988, Allco sought declaratory
judgments that Connecticut regulators had violated federal
law in their implementation of the programs, and that any
contracts that arose out of solicitations conducted under
Public Acts 13-303 and 15-107 were void. Allco also sought
equitable relief in the form of an injunction barring
Connecticut from violating federal law in any pending or
action, the Defendants moved to dismiss the Complaint for
lack of standing and for failure to state a claim. Allco
opposed these motions, and moved for preliminary injunctive
relief. On August 18, 2016, in a single omnibus decision, the
district court granted Defendants' motions to dismiss the
Complaints and denied Allco's motions for injunctive
relief as moot. Allco filed a timely notice of appeal on
August 23, 2016, and then, on October 3, 2016, filed a motion
for an emergency injunction pending this appeal. On November
2, 2016, a motions panel of this court granted the emergency
injunction and expedited this appeal. We heard oral arguments
on December 9, 2016, and vacated the emergency injunction on
December 12, 2016.
AFFIRM the district court's judgment. We hold: (1) that
Allco failed to state a claim that Connecticut's
renewable energy solicitations conducted pursuant Connecticut
Public Acts 13-303 and 15-107 are preempted by federal law,
and (2) that Allco failed to state a claim that
Connecticut's Renewable Portfolio Standard program
violates the dormant Commerce Clause.
The Federal Power Act and the Public Utility Regulatory
Federal Power Act ("FPA") gives the Federal Energy
Regulatory Commission ("FERC") exclusive authority
to regulate the sale of electric energy at wholesale in
interstate commerce. See 16 U.S.C. § 824(b)(1);
Hughes v. Talen Energy Mktg., LLC, 136 S.Ct. 1288,
1292 (2016). A "sale of electric energy at
wholesale" is defined as a "sale of electric energy
to any person for resale." 16 U.S.C. § 824(d). The
FPA requires "FERC to oversee all prices for those
interstate transactions and all rules and practices affecting
such prices, " and further "provides that 'all
rates and charges made, demanded or received by any public
utility for or in connection with' interstate
transmissions or wholesale sales . . . must be 'just and
reasonable.'" FERC v. Elec. Power Supply
Ass'n, 136 S.Ct. 760, 767 (2016)
("EPSA") (quoting 16 U.S.C. §
824d(a)). "If 'any rate [or] charge, ' or
'any rule, regulation, practice, or contract affecting
such rate [or] charge' falls short of that standard,
" FERC "must rectify the problem: It then shall
determine what is 'just and reasonable' and impose
'the same by order.'" Id. (quoting 16
U.S.C. § 824e(a)) (alterations in original). Although
the FPA "places beyond FERC's power, leaving to the
States alone, the regulation of 'any other
sale'-i.e., any retail sale-of electricity,
" id. at 762 (quoting 16 U.S.C. § 824(b)),
states may not regulate interstate wholesale sales of
electricity unless Congress creates an exception to the FPA.
16 U.S.C. § 824(b).
Public Utility Regulatory Policies Act
("PURPA") contains such an exception, permitting
states to foster electric generation by certain power
production facilities ("qualifying facilities" or
"QFs") that have no more than 80 megawatts of
capacity and use renewable generation technology.
Id. § 824a-3; see id. §
796(17)(A). A state may regulate wholesale sales of
electricity made by QFs by requiring utilities to purchase
power from QFs at the utilities' "avoided costs,
" which are the costs that the utility would have
otherwise incurred in procuring the same quantity of
electricity from another source. See id. §
824a-3(b); 18 C.F.R. § 292.304(b)(2). Section 210(a) of
PURPA, 16 U.S.C. § 824a-3(a), also provides all QFs with
a guaranteed right to sell their energy and capacity to
electricity utilities at the utilities' avoided costs.
See 16 U.S.C. § 824a-3(b), (d); 18 C.F.R.
§ 292.304(b)(2); see also Am. Paper Inst., Inc. v.
Am. Elec. Power Serv. Corp., 461 U.S. 402, 404-06, 417
(1983). PURPA imposes obligations on each state regulatory
authority to implement FERC's PURPA regulations, 16
U.S.C. § 824a- 3(f)(1), and provides a private right of
action to QFs to enforce a state's obligations under
PURPA, see id. § 824a-3(h)(2)(B); FERC v.
Mississippi, 456 U.S. 742, 772 & n.2
The Interstate Electricity Market
general categories of actors in the interstate electricity
market are relevant to this opinion: generators, load serving
entities (LSEs), and transmitters. See Hughes, 136
S.Ct. at 1292. Generators include power plants and other
sources of electricity production. LSEs, otherwise known as
utilities, sell electricity at retail to end users.
Id. Transmitters transmit the electricity from
generators to the LSEs. Id.
relatively recently, most state energy markets were
vertically integrated monopolies-i.e., one entity,
often a state utility, controlled electricity generation,
transmission, and sale to retail consumers."
Id. Over the past few decades, however, many states,
including Connecticut, have deregulated their energy markets.
Id. In deregulated markets, LSEs purchase
electricity at wholesale from independent power generators.
Id. In order "[t]o ensure reliable transmission
of electricity from independent generators to LSEs, FERC has
charged nonprofit entities, called Regional Transmission
Organizations (RTOs) and Independent System Operators (ISOs),
with managing certain segments of the electricity grid."
Id. The New England ISO ("ISO-NE"), the
transmitter involved in this case, manages the grid in most
of New England, including all of Connecticut.
the changes to the energy market that came with deregulation,
FERC altered its regulatory methods, and today it "often
forgoes the cost-based rate-setting traditionally used to
prevent monopolistic pricing. [FERC] instead undertakes to
ensure 'just and reasonable' wholesale rates by
enhancing competition-attempting . . . 'to break down
regulatory and economic barriers that hinder a free market in
wholesale electricity.'" EPSA, 136 S.Ct. at
768 (quoting Morgan Stanley Capital Grp. Inc. v. Pub.
Util. Dist. No. 1 of Snohomish Cty., 554 U.S. 527, 536
(2008)). Thus, in Connecticut and other states that have
deregulated their energy markets, interstate wholesale
transactions typically occur through two FERC-regulated
mechanisms. The first mechanism is bilateral contracting,
whereby LSEs agree to purchase a certain amount of
electricity from generators at a particular rate over a
specified period of time. Hughes, 136 S.Ct. at 1292.
After the parties have agreed to contract terms, FERC may
review the rate to ensure it is "just and
reasonable" under 16 U.S.C. 824d(a). See Morgan
Stanley, 554 U.S. at 531-32. If these bilateral
contracts are made in good faith and are the result of
arm's-length negotiations, FERC presumes their terms are
reasonable. See NRG Power Mktg., LLC v. Me. Pub. Utils.
Comm'n, 558 U.S. 165, 167, 175 n.4 (2010);
Morgan Stanley, 554 U.S. at 545-48. Second, RTOs and
ISOs administer a number of competitive wholesale auctions.
FERC extensively regulates the structure and rules of such
auctions, in order to ensure that they produce just and
reasonable results. See Hughes, 136 S.Ct. at
1293-94; EPSA, 136 S.Ct. at 769.
first claim is that Connecticut's renewable energy
solicitation program conducted pursuant to Connecticut Public
Acts 13-303 and 15-107- which aims to encourage the creation
of new bilateral wholesale energy contracts between LSEs and
generators-violates the FPA and PURPA. As we shall see, Allco
has made several attempts to put forth that argument.
Connecticut's Renewable Energy Procurement
2013 RFP, Allco I, and Allco II
2013, the Connecticut Department of Energy and Environmental
Protection ("DEEP"), which oversees energy policy
and planning in Connecticut, see Conn. Gen. Stat.
§ 16a-3, issued a memorandum setting forth the
state's first "Comprehensive Energy Strategy, "
which included findings and policy goals to direct the
state's energy and environmental planning. 2013
Comprehensive Energy Strategy for Connecticut, Dep't
of Energy and Envtl. Prot. (Feb. 19, 2013), available at
("2013 CES"). The 2013 CES articulates a commitment
(a) to promoting "diversification" of
Connecticut's energy generation sources in order to
mitigate "price and reliability risks, "
id. at 81-82, and (b) to increasing renewable energy
generation in the state and in adjacent states in order to
meet the requirements of various environmental regulatory
programs, such as the Global Warming Solutions Act and the
Regional Greenhouse Gas Initiative, id. at 76 &
Connecticut legislature enacted a statute that authorized the
DEEP Commissioner, "in accordance with the policy goals
outlined in the [2013 CES], adopted pursuant to [Conn. Gen.
Stat. § 16a-3d], " (a) to solicit proposals for
renewable energy, (b) to select winners of the solicitation,
and (c) to "direct [Connecticut's utilities] to
enter into" bilateral contracts, called "power
purchase agreements, " with the chosen winners "for
energy, capacity and environmental attributes, or any
combination thereof, for periods of not more than twenty
years." Act Concerning Connecticut's Clean Energy
Goals, 2013 Conn. Pub. Acts 13-303, § 6 (codified at
Conn. Gen. Stat. § 16a-3f) ("Section
6"). Any contracts that were successfully
negotiated between utilities and winning bidders also
required the approval of the Connecticut Public Utilities
Regulatory Authority ("PURA"), id., the
agency charged with regulating the two principal utility
companies in Connecticut.
2013, the DEEP Commissioner solicited proposals, under
Section 6, from providers of renewable energy (the "2013
RFP"). Allco, an owner, operator, and developer of
various solar projects throughout the country, submitted
proposals for five solar projects, each of which had less
than of 80 megawatts of capacity, and therefore were QFs
under PURPA. The DEEP Commissioner did not select Allco's
projects. Instead, it chose two others: (a) a wind project
located in Maine called Number Nine Wind-which, with 250
megawatts of capacity, was too large to be a QF-and (b) a QF
solar project located in Connecticut, called Fusion Solar,
which was independent of Allco. The DEEP Commissioner then
"directed" the Connecticut utilities to execute
power purchase agreements with the generators that had been
selected. PURA subsequently reviewed the resulting contracts,
and approved them.
by its failure to receive a contract through the 2013 RFP,
Allco sued the DEEP Commissioner in the United States
District Court for the District of Connecticut, alleging that
the DEEP Commissioner's implementation of Section 6, by
means of the 2013 RFP, was preempted by the FPA. Allco
complained that the Commissioner's implementation of the
2013 RFP had the effect of "fixing" wholesale
energy prices, a power that Allco alleged was reserved to
FERC under the FPA. Allco argued that the DEEP
Commissioner's actions could avoid preemption by the FPA
only if they were conducted in compliance with the limited
authority granted to Connecticut by PURPA to regulate some
wholesale interstate sales, and that the 2013 RFP failed to
operate within the scope of this authority.
addition to seeking damages and fees under 42 U.S.C.
§§ 1983 and 1988, Allco sought equitable relief to
void the contract with Number Nine Wind and to enjoin the
DEEP Commissioner from violating the FPA or PURPA in any
similar procurement process in the future.
district court dismissed the complaint for two independent
reasons. First, it held that Allco lacked standing because
its injuries were not within the FPA or PURPA's
"zone of interests, " and because its injuries were
not likely to be redressed by a favorable judgment. Allco
Fin. Ltd. v. Klee, No. 13-cv-1874, 2014 WL 7004024, at
*3-6 (D. Conn. Dec. 10, 2014) ("Allco I").
Alternatively, the district court concluded that Allco's
claim failed on the merits because the State Defendants'
"implementation of Section 6 does not seek to regulate
wholesale energy sales but rather is a permissible regulation
of utilities under the State's jurisdiction."
Allco I, 2014 WL 7004024, at *10.
November 6, 2015, a panel of our court affirmed the district
court's dismissal of the Allco I complaint on
"alternative grounds." Allco Fin. Ltd. v.
Klee, 805 F.3d 89, 91 (2d Cir. 2015), as
amended (Dec. 1, 2015) ("Allco II").
Specifically, the panel determined (1) that PURPA's
private right of action under 16 U.S.C. §
824a-3(h)(2)(B), which was created to vindicate any rights
conferred by PURPA, foreclosed Allco's claims under 42
U.S.C. §§ 1983 and 1988; (2) that Allco had failed
to exhaust its administrative remedies under 16 U.S.C. §
824a- 3(h)(2)(B), a prerequisite for its equitable action
seeking to enjoin the DEEP Commissioner from conducting
future procurements that violate the FPA and PURPA; and (3)
that Allco lacked standing to bring a preemption action
seeking solely to void the contracts awarded to the
successful 2013 RFP bidders, because doing so would "not
redress its injury, i.e., its not being selected for
a Section 6 contract." Allco II, 805 F.3d at
2015 RFP and the Allco III Complaint
the Allco II appeal was pending, Allco filed another
Complaint in the District of Connecticut, this time against
both the DEEP Commissioner and the PURA Commissioners. The
suit-which we will call Allco III-is one of the two
suits now before us on appeal.
Complaint in Allco III focused on a draft RFP that
the DEEP Commissioner issued on February 26, 2015, soliciting
a second round of interstate wholesale energy generation
proposals ("the 2015 RFP") under Sections 6 and 7
of Connecticut Public Act 13-303, as well as Connecticut
Public Act 15-107. This solicitation was to be closed to
generators with less than 20 megawatts of capacity and open
to bidders with more than 80 megawatts of
capacity-i.e., it excluded bids from smaller QFs and
accepted bids from renewable energy generators too large to
be QFs. Although the 2015 RFP was to be accompanied by a
contemporaneous RFP open exclusively to bidders with 2-20
megawatts of capacity, the amount of generation capacity
solicited through that RFP was smaller, and so Allco claimed
it presented a less-valuable opportunity for Allco's
draft 2015 RFP included new language stating that,
"[t]his RFP process . . . does not obligate [utilities]
to accept any bid." Allco III App. at 29. Allco
nonetheless alleged in its Complaint that DEEP "plans to
issue the final request for proposals, which is likely to be
in substantially the same form as the draft RFP . . ., in the
spring of 2015 and compel wholesale energy
transactions soon after it completes its review of
proposals." Complaint ¶ 30, Allco Fin. Ltd. v.
Klee, No. 3:15-cv-608 (D. Conn. Apr. 26, 2015), ECF No. 1
("Allco III Compl.") (emphasis added).
preemption argument in Allco III, with respect to
the 2015 RFP, thus differed slightly from the preemption
argument it made against the 2013 RFP in Allco I and
Allco II. Instead of focusing on the allegation that
Connecticut violated PURPA and the FPA by "fixing"
wholesale rates outside of PURPA, Allco put forth the theory
that Connecticut violated PURPA and the FPA because "the
outcome of the . . . RFP process will likely be the
Commissioner's decision to force a utility to
enter a wholesale power contract." Allco III
Compl. ¶ 43 (emphasis added). According to Allco, this
"compulsion of transactions for wholesale transmissions
services, " id. ¶ 39, constitutes state
regulation of wholesale sales not authorized by PURPA, and
therefore in violation of the FPA, id. ¶¶
43-45. Allco also argued that (1) minimum generation capacity
limits placed on the generators allowed to submit bids into
the 2015 RFP and (2) the fees charged to generators
submitting bids constituted a regulation of the interstate
wholesale energy market in violation of the FPA. Id.
¶¶ 47, 53. Additionally, Allco attacked
Connecticut's implementation of its Renewable Portfolio
Standard program (see infra Section I.C, discussing
this claim), id. ¶¶ 63-71, and asserted
§§ 1983 and 1988 claims similar to those in
Allco I, id. ¶¶ 72-80.
FERC's Notice of Intent Not To Act, and the Allco
November 9, 2015, several days after we issued our decision
in Allco II, and while the Allco III suit
was still before the district court, Plaintiff filed with
FERC a petition for enforcement under PURPA, see 16
U.S.C. § 824a-3(h), thereby pursuing the administrative
remedy that the Allco II panel held had not been
properly exhausted. Allco's petition alleged that both
the 2013 RFP and the 2015 RFP violated or would violate
PURPA, asked FERC to invalidate the 2013 RFP, and also asked
FERC to enjoin Connecticut from proceeding with the 2015 RFP.
Allco Renewable Energy Ltd., Notice of Petition for
Enforcement, FERC Docket No. EL16-11-000 (filed Nov. 9,
2015). On January 8, 2016, FERC issued a Notice of Intent Not
To Act on Allco's petition. Allco Renewable Energy
Ltd., Notice of Intent Not To Act, FERC Docket No.
EL16-11-000, 154 FERC ¶ 61, 007 (2016). The Notice
expressed no opinion on the merits of Allco's claims
that it had now exhausted its administrative remedies
regarding both the 2013 RFP and the 2015 RFP, Allco filed, on
March 30, 2016, the second Complaint at issue in this appeal,
which we will call Allco IV. While the Allco
III Complaint concerned only the draft 2015 RFP, the
Allco IV Complaint, in addition to addressing the
(by then, finalized) 2015 RFP, also reached back to the 2013
RFP. The Complaint sought to invalidate the Number Nine Wind
contract that resulted from the 2013 RFP and to enjoin the
2015 RFP from proceeding.
the Allco III Complaint, the Allco IV
Complaint asserted that Connecticut was violating PURPA and
the FPA by issuing an RFP under which Connecticut would
"compel" and "order" the utilities to
enter into wholesale energy contracts on a particular set of
proposed terms. Complaint ¶¶ 8, 28, Allco Fin. Ltd.
v. Klee, No. 3:16-cv-508 (D. Conn. Mar. 30, 2016), ECF No. 1
("Allco IV Compl."). Allco also argued
that both the 2013 RFP and the 2015 RFP, by virtue of the
restrictions and fees imposed on bidders, regulated wholesale
sales of electricity, and that because they did not fit
within the limited regulatory authority over wholesale sales
granted to Connecticut by PURPA, they violated the
FPA.Id. ¶¶ 7-8, 48.
11, 2016, Allco notified the district court that because the
Number Nine Wind contract had been terminated for reasons
unrelated to Allco's lawsuits, Allco's claims
regarding the 2013 RFP were moot and it was proceeding solely
on its claims related to the 2015 RFP.
Connecticut's Renewable Portfolio Standard
Complaint in Allco III, Allco claims that a separate
Connecticut program, the Renewable Portfolio Standard
("RPS"), Conn. Gen. Stat. § 16-245a(b),
violates the dormant Commerce Clause.
RPS program requires utilities to have an increasing
percentage of their generation portfolios be "generated
from" renewable energy. Conn. Gen. Stat. §
16-245a(a). Connecticut's RPS program allows utilities to
satisfy this requirement either by generating renewable
energy themselves, or by purchasing renewable energy
certificates ("RECs"). See id. §
16-245a(b). (Each REC represents one megawatt-hour of
renewable energy produced by a third-party generator.)
are inventions of state property law whereby the renewable
energy attributes are 'unbundled' from the energy
itself and sold separately." Wheelabrator Lisbon,
Inc. v. Conn. Dep't of Pub. Util. Control, 531 F.3d
183, 186 (2d Cir. 2008) (per curiam). As such, different
states define RECs differently, focusing on various
attributes which they deem to be especially relevant.
RPS program defines two types of RECs that count towards the
requirement placed on Connecticut utilities. Each of these
involves particular kinds of renewable energy generation
technology that Connecticut is seeking to encourage,
see Conn. Gen. Stat. §§ 16-245a(b)
(limiting eligible RECs to those produced by "Class
I" and "Class II" generators),
16-1(a)(20)-(21) (defining "Class I" and
"Class II" RECs based on the type of renewable
power generation technology used). And each of these must be
issued and tracked by the New England Power Pool Generation
Information System ("NEPOOL-GIS"), see id.
§ 16-245a(b), an independent association of electric
utilities, which was founded in 1971, and which is supervised
by FERC, see Braintree Elec. Light Dep't v.
FERC, 550 F.3d 6, 9 (D.C. Cir. 2008).
first type is a REC that is generated by a renewable energy
source located within the jurisdiction of ISO-NE
(i.e., Connecticut, Massachusetts, Vermont, New
Hampshire, Rhode Island, and most of Maine). The second type
is a REC that is issued by NEPOOL-GIS for energy that may be
imported into the ISO-NE grid from generators in adjacent
control areas, pursuant to NEPOOL-GIS Operating Rule 2.7(c).
Conn. Gen. Stat. § 16-245a(b). These adjacent control
areas include ISO-New York, the Northern Maine Independent
System Administrator, Inc., and Quebec and New Brunswick in
Canada. Although Connecticut utilities are free to purchase
RECs that do not meet these requirements-for example, RECs
from generators which cannot transmit their energy into the
ISO-NE grid pursuant to NEPOOL-GIS Rule 2.7(c)-such RECs will
not count towards their requirements under the RPS.
has articulated several reasons for incorporating these
geographic limitations into its RPS program. Central among
these is the State's interest in encouraging the
development of new renewable energy generation facilities
that are able to transmit their electricity into the ISO-NE
grid. See The Conn. Dep't of Energy & Envtl.
Prot., Restructuring Connecticut's Renewable
Portfolio Standard, at i (Apr. 26, 2013),
2013 CES at 81-82. Connecticut argues that increased
in-region renewable energy production would improve air
quality for its citizens and protect them from price and
supply shocks that could result if, for example, there was a
natural gas shortage or a nuclear power plant were to go
off-line. See 2013 CES at 82. The state contends
that placing regional limitations on RECs, if they are to
satisfy the RPS requirement, is necessary if the program is
to help increase the development of renewable generation
facilities that are capable of effectuating these and similar
in its Allco IV Complaint, argues that it has been
injured by two different features of Connecticut's RPS
program, both of which, Plaintiff claims, amount to
discriminatory "regional protectionism" in
violation of the dormant Commerce Clause. First, Allco
alleges that it has a solar power facility in Georgia that
has been discriminated against by Connecticut's RPS
program insofar as Connecticut utilities cannot satisfy the
RPS program's requirements by purchasing the Georgia
RECs. Second, Allco argues that it has been injured by the
fact that renewable energy generators in adjacent control
areas-though able to sell qualifying RECs-must pay a fee to
transmit their energy into the ISO-NE grid in order to sell
their RECs to Connecticut utilities pursuant to NEPOOL GIS
Rule 2.7(c). Allco asserts that it owns such a renewable
facility in New York, and that it "will not deliver its
electricity into the ISO-New England control area because of
the additional cost burdens involved in doing so."
Allco III Compl. ¶ 34.
District Court's Decision in Allco III and
August 18, 2016, the district court dismissed both of
Allco's Complaints, with prejudice, in a single ruling.
Allco Fin. Ltd. v. Klee, No. 3:15-CV-608, ...