UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF FLORIDA

PENSACOLA DIVISION

ANN FREE,

Plaintiff,

v. Case No. 3:20cv4326-TKW-HTC

LITTLEFIELD CORPORATION,

et al.,

Defendants.

______________________________/

ORDER DENYING SUMMARY JUDGMENT

This case is before the Court on the motion for summary judgment filed by 

Defendants Littlefield Corporation, Pensacola One, Inc., and Richard Bunkley 

(collectively “the Littlefield Defendants”) (Doc. 27). Upon due consideration of the 

motion, Plaintiff’s response (Doc. 29), the Littlefield Defendants’ reply (Doc. 30), 

and the evidence submitted by the parties (Attachments to Docs. 27, 28), the Court 

finds that the motion is due to be denied.

Facts1

Plaintiff worked as a “floor worker” at the Town & Country Bingo Hall 

(T&C) in Pensacola from 2011 to July or August 2019. Her job duties included 

1

 The facts are summarized in the light most favorable to Plaintiff as the non-moving party, 

and all inferences are drawn in Plaintiff’s favor. See Mann v. Taser Int’l, Inc., 588 F.3d 1291, 

1303 (11th Cir. 2009).

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selling bingo cards, calling the numbers during bingo games, assisting the bingo 

players, serving as a cashier, and cleaning the facility.

Pensacola One owned and operated T&C and leased2space in the facility to 

local charities to conduct bingo games. Pensacola One also charged the charities 

fees for using bingo equipment and a company affiliated with Littlefield, AHM 

Management, charged the charities for bookkeeping and accounting services related 

to their bingo operations.

Pensacola One is a subsidiary of Littlefield Corporation, which bills itself as 

“the largest owner of charitable bingo halls in the United States.” Richard Bunkley 

is the chief operating officer (COO) of Littlefield and a vice president (VP) of 

Pensacola One, but his paycheck comes from AHM Services,

3 which has common 

ownership with Littlefield.

The floor workers at T&C were paid though Defendant Pensacola Charitable 

Bingo Association,4 which was affiliated with Littlefield through AHM

Management and used the same Texas post office box as the president and chief 

executive officer of Littlefield and Pensacola One. 

2

 Technically, the leases were sub-leases because Pensacola One only had a leasehold 

interest in the shopping center where T&C was located.

3

 Mr. Bunkley testified that AHM Services and AHM Management are the same entity.

4

 The Association was served, see Docs. 5-1, 13, but it has not filed any pleadings or papers 

in this case.

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Plaintiff received a W-2 tax form from the Association, and the Association 

wrote the checks to the charities for the net proceeds of the bingo games.

Mr. Bunkley testified in deposition that the Association predated Littlefield’s 

acquisition of Pensacola One and that it is “not really a legal entity” but rather is “an 

informal partnership for the charities to use as a joint banking account.” More 

specifically, Mr. Bunkley described the Association as a “payroll entity.”

Mr. Bunkley testified that the floor workers were being paid by the charities 

(not Pensacola One or Littlefield) for custodial duties (e.g., wiping down the tables) 

and they were merely “volunteering” for any bingo-related duties (e.g., calling 

bingo) in order to comply with Florida law. Mr. Bunkley admitted that this sounded 

“silly” and “kooky,” but he claimed that this business structure was approved by a 

“local bingo regulator” when the Littlefield Defendants acquired T&C in 2008.

Plaintiff and the other floor workers were paid a set amount per shift and they 

also received tips from the bingo players. Plaintiff was paid $40 or $50 per shift and 

her tips ranged from less than $30 to more than $100 per shift. Plaintiff depended 

on the money she received from her work at T&C to support her family and pay her 

bills.

In March 2018, Mr. Bunkley informed the charities that leased space at T&C 

that they needed to provide direct management and oversight of the facility and that 

the floor workers could no longer be paid. He also told the charities that their 

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members had to operate the bingo games and that they could “recruit the current 

workers to become bona fide members of the charity” to operate the games. He 

noted that “[t]he current workers seem[ed] willing to stay on board presumably for 

tips.”

Around the same time, Mr. Bunkley met with Plaintiff and other floor workers 

and told them that they were no longer going to be paid for her work at T&C because 

“a recent change in the law” made it illegal to pay individuals involved in the conduct 

of bingo games.5

Plaintiff continued to work at T&C with the same job duties and supervisor 

after May 2018. The only difference was that the only pay Plaintiff received after 

that date was tips from bingo players.6

5

 There was no “recent” change in the law. Since 2007, Florida law had required that “[e]ach 

person involved in the conduct of any bingo game . . . must be . . . a bona fide member of the 

[charitable] organization sponsoring such game and may not be compensated in any way for 

operation of such game.” §849.0931(8), Fla. Stat. The only recent legal development was that, in 

September 2017, the Eleventh Circuit reversed the dismissal of a federal criminal indictment 

against two individuals who were operating a bingo establishment in much the same way as the 

Littlefield Defendants were operating T&C. See United States v. Masino, 869 F.3d 1301 (11th 

Cir. 2017) (“If . . . the government can prove that [the defendants’ business] illegally allows 

charities to sponsor bingo games without their direct involvement . . ., then a jury could find that 

[it] is an illegal gambling business.”).

6

 Despite the statutory prohibition of compensation of persons involved in the conduct of 

bingo games, Florida law does not prohibit such persons from receiving tips from the bingo 

players. See State v. S. Cty. Jewish Fed’n, 491 So.2d 1183, 1187 (Fla. 4th DCA 1986) (“The tips 

the persons receive are not compensation. . . . . [T]he monies received are not quid pro quo for 

work . . . . [R]ather, the monies are merely indicative of the generosity of the players.”).

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Plaintiff was not a bona fide member of any of the charities that conducted 

bingo games at T&C, either before or after May 2018. She never filled out any 

volunteer paperwork with the charities.

T&C’s operations did not materially change after May 2018. The facility’s 

“hall manager,” who reported through a regional manager to Mr. Bunkley, continued 

to set the floor workers’ schedules and prescribe their job duties, and if the workers 

wanted their share of the tips, they had to stay at the facility until all of the customers 

left, all of the manager’s paperwork was complete, and any cleaning or other issues 

were resolved.

At the end of April 2018, the hall manager sent an email to the charities with 

a list of the floor workers’ names and contact information. The hall manager 

assumed that the floor workers became volunteers and bona fide members of the 

charities based on this email, but they she admitted that she did not know whether 

any of the floor workers ever had any real relationship with the charities. Similarly, 

Mr. Bunkley speculated that the floor workers had always been “token members” of 

the charities.

Before May 2018, the charities’ involvement in T&C was limited to “picking 

up [their] checks” from the hall manager. The checks represented the net proceeds 

of the bingo games conducted on behalf of the charities and were viewed by the 

charities as “donations.”

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After May 2018, representatives of the charities started to attend “board 

meetings” (presumably of the Association) where they “voted on a couple of things” 

concerning the operation of T&C. Attendance “fizzled out” after a couple of 

meetings and months went by without any board meetings. During this time, the 

hall manager was still running the day-to-day operations of T&C and providing the 

same daily, weekly, and monthly reports to Mr. Bunkley and the regional manager 

who reported to him that she had provided prior to May 2018.

Before and after May 2018, all operational decisions concerning T&C were 

made by Mr. Bunkley (or individuals who reported to him), not the Association or 

the individual charities.

Procedural History

In March 2020, Plaintiff filed suit against Defendants in this Court. The 

complaint, as amended (Doc. 15), alleged that Defendants violated the Fair Labor 

Standards Act (FLSA)7and the Florida Minimum Wage Act (FMWA)8 by not 

paying her minimum wage or overtime pay for her work at T&C. In their answer 

(Doc. 19), the Littlefield Defendants denied Plaintiff’s allegations and asserted that 

Plaintiff was a volunteer for the charities that leased space at T&C, not an employee 

of the Littlefield Defendants.

7

 29 U.S.C. §201 et seq.

8

 §448.110, Fla. Stat. (implementing art. X, §24, Fla. Const.).

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After discovery closed, the Littlefield Defendants moved for summary 

judgment on all the claims alleged in the amended complaint. The motion was fully 

briefed and is ripe for a ruling. No hearing is necessary.

Summary Judgment Standard

“The court shall grant summary judgment if the movant shows that there is no 

genuine dispute as to any material fact and the movant is entitled to judgment as a 

matter of law.” Fed. R. Civ. P. 56(a). An issue of fact is material if it would change 

the outcome of the litigation, and a dispute about a material fact is genuine if the 

record evidence could lead a reasonable jury to find for the non-moving party. See

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

The moving party “bears the initial burden of demonstrating the absence of a 

genuine dispute of material fact.” Baas v. Fewless, 886 F.3d 1088, 1091 (11th Cir. 

2018) (citations omitted). Once the moving party has met its burden, the nonmoving party must put forward specific facts showing a genuine issue for trial. See

Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986).

Analysis

The FLSA requires employers to pay their employees not less than the 

minimum wage set by statute, see 29 U.S.C. §206, and it also requires employers to 

pay their employees overtime pay for any hours worked beyond a 40-hour workweek 

at a rate not less than 1.5 times the employee’s regular rate of pay, id. at §207(a). 

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The FMWA requires employers in Florida to pay their employees the annually 

adjusted “state minimum wage” that exceeds the federal minimum wage. 

§448.110(3)-(4), Fla. Stat.; see also art. X, §24(c), Fla. Const.

To establish a claim for failure to pay minimum wage or overtime pay under 

the FLSA (or failure to pay the state minimum wage under the FMWA9), the plaintiff 

must establish that “(1) [s]he is employed by the defendant, (2) the defendant 

engaged in interstate commerce, and (3) the defendant failed to pay [her] minimum 

or overtime wages.” Freeman v. Key Largo Volunteer Fire & Rescue Dep’t., Inc., 

494 F. App’x 940, 942 (11th Cir. 2012). Here, only the first element is in dispute, 

with Plaintiff arguing that she was Defendants’ employee and the Littlefield 

Defendants arguing that Plaintiff was a volunteer for the charities that leased space 

at T&C to conduct bingo games.

The FLSA defines “employee” to mean “any individual employed by an 

employer.” 29 U.S.C. §203(e)(1). This definition does not include volunteers who 

work “without promise or expectation of compensation, but solely for [their] 

personal purpose or pleasure.” Tony & Susan Alamo Found. v. Sec’y of Labor, 471 

9

 “The FMWA is to be interpreted as consistent with the FLSA.” Llorca v. Sheriff, Collier 

Cty., 893 F.3d 1319, 1328 (11th Cir. 2018); see also art. X, §24(b), Fla. Const. (providing that the

terms “employer,” “employee,” and “wage” used in the FMWA “shall have the meanings 

established under the federal Fair Labor Standards Act (FLSA) and its implementing regulations”).

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U.S. 290, 295 (1985) (quoting Walling v. Portland Terminal Co., 330 U.S. 148, 152 

(1947)).

The parties’ characterization of their relationship is not dispositive of whether 

an individual is an employee or a volunteer. Id. at 300-02. Instead, “[t]he test of 

employment under the [FLSA] is one of ‘economic reality.’” Id. at 301 (citing 

Goldberg v. Whitaker House Cooperative, Inc., 366 U.S. 28, 33 (1961)); see also

Brouwer v. Metropolitan Dade County, 139 F.3d 817, 819 (11th Cir. 1998) (“To 

determine whether an employment relationship existed, we look at the ‘economic 

reality’ of all the circumstances.”). 

“The economic reality test includes inquiries into: whether the alleged 

employer (1) had the power to hire and fire the employees, (2) supervised and 

controlled employee work schedules or conditions of employment, (3) determined 

the rate and method of payment, and (4) maintained employment records.” 

Villarreal v. Woodham, 113 F.3d 202, 205 (11th Cir. 1997). The same factors are 

considered when determining whether two separate entities are the employee’s joint 

employer.10 See 29 C.F.R. §791.2(a)(1); see also Peppers v. Cobb County, 835 F.3d 

10

 Plaintiff argues in her response in opposition to the motion for summary judgment that 

Littlefield Defendants are liable as “joint employers” regardless of the corporate structure of the 

their enterprise with the Association and the charities at T&C because the Littlefield Defendants 

controlled the essential terms of her employment by and through the hall manager. See Doc. 29, 

at 30-31. The Littlefield Defendants do not respond to this argument in their reply, and as 

discussed below, there is evidence from which a reasonable jury could find in favor of Plaintiff on 

this issue.

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1289, 1300 (11th Cir. 2016) (“[T]he joint employer concept recognizes that the 

business entities involved are in fact separate but that they share or co-determine 

those matters governing the essential terms and conditions of employment.”) 

(quoting Virgo v. Riviera Beach Assocs., 30 F.3d 1350, 1360 (11th Cir. 1994)) 

(emphasis in original); Josendis v. Wall to Wall Residence Repairs Inc., 662 F.3d 

1292, 1298 (11th Cir. 2011) (“[A] covered employee may file suit directly against 

an employer that fails to pay him the statutory wage, or may make a derivative claim 

against any person who (1) acts on behalf of that employer and (2) asserts control 

over conditions of the employee’s employment.”).

Here, there is considerable evidence from which a reasonable jury could find

that the Littlefield Defendants were Plaintiff’s employer (or at least a joint employer) 

even though she nominally received her W-2 tax form from the Association. For 

example, there is evidence that Mr. Bunkley, in his capacity as COO of Littlefield 

and a VP of Pensacola One, was ultimately responsible for the operational decisions 

of T&C; that it was the hall manager who reported to Mr. Bunkley—not the 

Association or the individual charities—who supervised and controlled the floor 

workers’ schedules and conditions of employment and had the authority to hire and 

fire them; that it was Mr. Bunkley, not the Association or the individual charities, 

who made the decision to stop paying the floor workers; that the Littlefield 

Defendants maintained the payroll records for the floor workers and paid them using 

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a “payroll entity” in Texas affiliated with Littlefield; and that Littlefield and 

Pensacola One financially benefitted from the decision to stop paying Plaintiff and 

the other floor workers.

Moreover, there is evidence from which a reasonable jury could find that 

Plaintiff was not a “bona fide member” of the Association or any of the individual 

charities that leased space at T&C because Plaintiff testified that she was never a 

member of any of the charities that leased space. See S. Cty. Jewish Fed’n, 491 So. 

2d at 1187 (“‘Bona fide member’ merely means the person is properly enrolled in 

the organization by paying dues and complying with the membership 

requirements.”). This testimony was corroborated by the deposition testimony of a 

representative of one of the charities that leased space at T&C who denied that her 

organization ever made any of the floor workers members of the charity. Indeed, 

the only evidence to the contrary is speculation from the hall manager that the floor 

workers became members of the charities after the hall manager emailed their names 

and contact information to the charities in April 2018, and Mr. Bunkley’s speculation

that the floor workers had always been “token members” of the charities.

The Court did not overlook the Littlefield Defendants’ argument that they 

could not pay Plaintiff the wages required by the FLSA and the FMWA without 

violating the bingo statute and subjecting themselves to criminal liability. Although 

this is a correct statement of the law, it has no bearing on the question of whether 

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Plaintiff was an employee of the Littlefield Defendants and thus entitled to be paid 

in accordance with the FLSA and FMWA. Indeed, the fact that the Littlefield 

Defendants could not pay Plaintiff for her work at T&C without violating the bingo 

statute did not stop them from doing so (through the Association) prior to May 2018. 

Likewise, the fact that Plaintiff was no longer paid after May 2018 does not mean 

that she was no longer the Littlefield Defendant’s employee after that point because, 

as discussed above, there is evidence from which a reasonable jury could find that 

the “economic reality” of the parties’ relationship after May 2018 was exactly the 

same as it was before.

The Court also has not overlooked the Littlefield Defendants’ preemption 

arguments, but they are largely red herrings because the Court sees no irreconcilable 

conflict between the bingo statute and the FLSA. Indeed, the Littlefield Defendants 

could have structured their operations in a way that would comply with both laws 

since the bingo statute authorizes bona fide members of charitable organizations to 

operate bingo games without compensation and the FLSA does not apply to 

individuals who perform work without promise or expectation of compensation and 

solely for their own personal purpose or pleasure. Although that appears to be what 

the Littlefield Defendants attempted to do (at least on paper) starting in March 2018, 

there is evidence from which a reasonable jury could find that they did not actually 

do so (in practice), and in any event, the Littlefield Defendants cannot rely on state 

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law to avoid their obligations under the FLSA because it is well established that 

federal law trumps state law in the event of a conflict. See Fla. State Conf. of the 

NAACP v. Browning, 522 F.3d 1153, 1167 (11th Cir. 2008) (“Where [federal and 

state law] conflict, federal law trumps state law; that was always clear.”).

Conclusion

In sum, because there is evidence from which a reasonable jury could find that 

Plaintiff was an employee of the Littlefield Defendants and not a bona fide member 

of the charities that leased space at T&C to conduct bingo games, the Littlefield 

Defendants are not entitled to summary judgment on Plaintiff’s FLSA and FMWA 

claims. Accordingly, it is

ORDERED that:

1. The Littlefield Defendants’ motion for summary judgment (Doc. 27) is 

DENIED.

2. Within 10 days from the date of this Order, the parties shall confer and 

provide the Court several mutually agreed-upon dates and times during the 

weeks of January 4 and January 11, 2021, for a telephonic case 

management conference to set this case for trial.

DONE and ORDERED this 11th day of December, 2020.

T. Kent Wetherell, II 

T. KENT WETHERELL, II

UNITED STATES DISTRICT JUDGE

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