PUBLISH 

UNITED STATES COURT OF APPEALS 

FOR THE TENTH CIRCUIT 

_________________________________ 

REGINALD WILLIAMS, 

 Plaintiff - Appellant, 

v. 

UTAH DEPARTMENT OF 

CORRECTIONS; BRIAN ALLGAIER, 

Utah Dept of Corrections; MATTHEW B. 

ANDERSON, Utah Dept of Corrections; 

CRAIG BALLS, Utah Dept of Corrections; 

ALFRED C. BIGELOW, Utah Dept of 

Corrections; LARRY BUSSIO, Utah Dept 

of Corrections; JOHN CAPELL, Dept of 

Corrections; BILLIE CASPER, Dept of 

Corrections; RICHARD K. ELLIS, 

Treasurer’s Office; PAUL GARDNER, 

Dept of Corrections; MIKE HADDON, 

Dept of Corrections; RAYMOND 

KNIGHT, Dept of Corrections; DOUG 

RICHINS; ROSELLE MILLER, Div of 

Purchasing; GARY SESSIONS, Dept of 

Corrections; HELEN SHREVE, Dept of 

Corrections; PAMELA SORENSEN, Dept 

of Corrections; ROBERT STRONG, Dept 

of Corrections; STEVEN TURLEY, Dept 

of Corrections, 

 Defendants - Appellees, 

and 

ZIONS FIRST NATIONAL BANK; 

ZIONS BANCORPORATION; A. SCOTT 

ANDERSON; DEREK LOUTENSOCK; 

JACK MAY; VIRGINIA SMITH, Zions 

No. 18-4058 

FILED 

United States Court of Appeals 

Tenth Circuit 

July 8, 2019

Elisabeth A. Shumaker 

Clerk of Court
2 

Bank, 

 Defendants. 

_________________________________ 

Appeal from the United States District Court 

for the District of Utah 

(D.C. No. 2:13-CV-00319-DN)

_________________________________ 

Submitted on the briefs:*

Wesley D. Felix, Deiss Law PC, Salt Lake City, Utah, for Plaintiff-Appellant. 

Joshua D. Davidson, Assistant Utah Solicitor General, Salt Lake City, Utah, for 

Defendants-Appellees. 

_________________________________ 

Before McHUGH, BALDOCK, and KELLY, Circuit Judges. 

_________________________________ 

BALDOCK, Circuit Judge. 

_________________________________ 

Reginald Williams, an inmate at the Utah Department of Corrections (UDOC), 

appeals the judgment entered in favor of UDOC and numerous prison officials on his 

claim that UDOC failed to pay interest on prison accounts in violation of the Takings 

Clause of the Fifth Amendment, and that prison officials retaliated against him for raising 

this claim. We exercise jurisdiction under 28 U.S.C. § 1291 and affirm, albeit for reasons 

other than those stated by the district court, and remand with instructions to the district 

court to dismiss Mr. Williams’ claims without prejudice. 

 * After examining the briefs and appellate record, this panel has determined 

unanimously to honor the parties’ request for a decision on the briefs without oral 

argument. See Fed. R. App. P. 34(f); 10th Cir. R. 34.1(G). The case is therefore 

submitted without oral argument. 
3 

I. BACKGROUND 

Believing that Utah state law requires UDOC to pay interest on prison accounts, 

Mr. Williams investigated the relationship between UDOC and Zions First National Bank 

(Zions Bank). Based on his investigation, he concluded that Zions Bank had a contract 

with UDOC to hold prisoner funds in an account administered by UDOC, and that the 

interest earned on the funds was illegally retained by the bank, when it should have been 

paid to the prisoners who owned the funds. Mr. Williams believed that, in response to 

this investigation, UDOC retaliated against him by, among other things, seizing his legal 

papers and giving him a negative parole report, which resulted in the denial of parole. He 

claimed that he was a model prisoner who was similarly situated to other prisoners who 

had been granted parole. 

Mr. Williams, then proceeding pro se, filed suit pursuant to 42 U.S.C. § 1983, 

against UDOC, numerous prison officials, Zions Bank, and several Zions Bank 

employees. He alleged takings and due-process constitutional violations for withholding 

interest on inmate funds, and retaliation in violation of the First Amendment for raising 

these issues.1

 After the district court appointed counsel for Mr. Williams, all defendants 

filed motions to dismiss. The district court dismissed all claims except the retaliation 

claim, and dismissed all defendants except five prison officials. The remaining 

defendants then filed a motion for summary judgment on the retaliation claim, which the 

district court granted. 

 1

 Mr. Williams also alleged various conspiracies to commit antitrust violations, 

to conceal wrongdoing, and to retaliate, but he has abandoned the conspiracy claims. 
4 

In their motion to dismiss, UDOC and the prison-official defendants (collectively, 

the UDOC Defendants) asserted Eleventh Amendment immunity, claiming that as an arm 

of the State of Utah, UDOC was immune from suit, and that the prison personnel were 

similarly immune from suit for claims against them in their official capacities. 

Mr. Williams presented no argument regarding the Eleventh Amendment, and the district 

court did not address Eleventh Amendment immunity in any of its rulings. On appeal, 

the UDOC Defendants renew their argument that they are immune from suit under the 

Eleventh Amendment. 

II. DISCUSSION 

A. Eleventh Amendment Immunity 

 The Eleventh Amendment states, “The Judicial power of the United States shall 

not be construed to extend to any suit in law or equity, commenced or prosecuted against 

one of the United States by Citizens of another State, or by Citizens or Subjects of any 

Foreign State.” U.S. Const. amend XI. The Eleventh Amendment bars suits in federal 

court against a nonconsenting state brought by the state’s own citizens. See Edelman v. 

Jordan, 415 U.S. 651, 662-63 (1974). This immunity extends to arms of the state and to 

state officials who are sued for damages in their official capacity. See Peterson v. 

Martinez, 707 F.3d 1197, 1205 (10th Cir. 2013). “[O]nce effectively asserted[,] 

[Eleventh Amendment] immunity constitutes a bar to the exercise of federal subject 

matter jurisdiction.” Fent v. Okla. Water Res. Bd., 235 F.3d 553, 558-59 (10th Cir. 2000) 

(emphasis omitted). 
5 

As noted above, the district court did not rule on the UDOC Defendants’ motion to 

dismiss based on Eleventh Amendment immunity. In general, “the better practice on 

issues raised below but not ruled on by the district court is to leave the matter to the 

district court in the first instance.” Rife v. Okla. Dep’t of Pub. Safety, 854 F.3d 637, 653 

(10th Cir. 2017) (brackets and internal quotation marks omitted) (remanding issue to 

district court). But even though the district court did not rule on the Eleventh 

Amendment issue, it is a purely legal one that can be decided on the record. See 

Manzanares v. Higdon, 575 F.3d 1135, 1146 n.10 (10th Cir. 2009) (“Although the district 

court did not reach this issue, it is a purely legal determination that was argued below and 

that we may decide on the record.”). Moreover, we may consider Eleventh Amendment 

immunity sua sponte. See Colby v. Herrick, 849 F.3d 1273, 1278 (10th Cir. 2017) 

(addressing whether state officials in their official capacities were entitled to Eleventh 

Amendment immunity even though the district court did not rule on the question). 

Therefore, we consider whether the UDOC Defendants are entitled to Eleventh 

Amendment immunity and conclude that they are. See Ruiz v. McDonnell, 299 F.3d 

1173, 1182 (10th Cir. 2002) (affirming dismissal of parties even though the district court 

did not address the ground for dismissal). 

On appeal, the UDOC Defendants again invoke Eleventh Amendment immunity 

and seek dismissal of the complaint. Mr. Williams does not challenge UDOC’s position 

that it is an arm of the State of Utah. Rather, he argues that Eleventh Amendment 

immunity does not bar his claims. 
6 

Mr. Williams also does not pursue claims against the prison-official defendants in 

their personal capacities. His opening brief consistently refers to “the Department,” see, 

e.g., Aplt. Opening Br. at 15, and in his reply brief, he confirms the term “UDOC” was 

“shorthand that included all those defendants acting on UDOC’s behalf,” Aplt. Reply Br. 

at 2 n.1. To the extent he argues that his collective characterization of the defendants is 

sufficient to sustain any personal-capacity claims, see id. at 10, his argument is 

insufficient. He has not explained which of the prison-official defendants are liable for 

what improper conduct. Cf. Robbins v. Oklahoma, 519 F.3d 1242, 1249-50 (10th Cir. 

2008) (explaining that in § 1983 cases, where the defendants are a “government agency 

and a number of government actors sued in their individual capacities[,] . . . the 

complaint [must] make clear exactly who is alleged to have done what to whom, to 

provide each individual with fair notice as to the basis of the claims against him or her, as 

distinguished from collective allegations against the state”). Accordingly, we consider 

whether Eleventh Amendment immunity bars Mr. Williams’ claims against the UDOC 

and the prison-official defendants only in their official capacities. 

Mr. Williams argues that the Eleventh Amendment does not apply to Fifth 

Amendment takings claims. He relies on Lucas v. South Carolina Coastal Council, 505 

U.S. 1003 (1992), where the Supreme Court addressed a Fifth Amendment takings claim 

brought against the “newly created South Carolina Coastal Council,” id. at 1008. But in 

that case, the Court was not asked to rule on the Eleventh Amendment or whether the 

defendant-Council was an arm of the state. To the extent Mr. Williams relies on Lucas as 

permitting a Fifth Amendment takings claim against all governmental agencies, including 
7 

UDOC, that reliance is misplaced. Eleventh Amendment immunity does not apply to 

“counties and similar municipal corporations,” Mt. Healthy City Sch. Dist. Bd. of Educ. v. 

Doyle, 429 U.S. 274, 280 (1977), but it does apply to arms of the state, Peterson, 707 

F.3d at 1205. 

Some of the circuits that have considered whether a claim under the Fifth 

Amendment Takings Clause is barred by Eleventh Amendment immunity have held that 

it is barred, as long as a remedy is available in state court. See Hutto v. S.C. Ret. Sys., 

773 F.3d 536, 552 (4th Cir. 2014) (concluding “that the Eleventh Amendment bars Fifth 

Amendment taking claims against States in federal court when the State’s courts remain 

open to adjudicate such claims”); Jachetta v. United States, 653 F.3d 898, 909-10 (9th 

Cir. 2011) (holding the Eleventh Amendment bars claims brought against the state in 

federal court under the federal Takings Clause, but state courts must be available to 

adjudicate such claims); DLX, Inc. v. Kentucky, 381 F.3d 511, 526-28 (6th Cir. 2004) 

(holding Eleventh Amendment immunity barred federal takings claim; stating state court 

“would have had to hear that federal claim”), overruled on other grounds by San Remo 

Hotel, L.P. v. City & Cty. of San Francisco, 545 U.S. 323 (2005); see also John G. & 

Marie Stella Kenedy Mem’l Found. v. Mauro, 21 F.3d 667, 674 (5th Cir. 1994) (holding 

“Fifth Amendment inverse condemnation claim brought directly against the State of 

Texas [was] barred by the Eleventh Amendment”); Robinson v. Ga. Dep’t of Transp., 

966 F.2d 637, 638, 640-41 (11th Cir. 1992) (holding Eleventh Amendment barred 

plaintiffs’ claim “for violation of the Fifth and Fourteenth Amendments for a taking of 

their property”); Garrett v. Illinois, 612 F.2d 1038, 1039-40 (7th Cir. 1980) (holding Fifth 
8 

Amendment takings claim against the state based on plaintiff’s inability to earn income 

while incarcerated was barred by the Eleventh Amendment). 

Because neither the parties nor the district court addressed whether Utah state 

courts would be available to adjudicate Mr. Williams’ federal takings claim, we directed 

the parties to brief the issue. The parties agree, and our independent research confirms, 

that Mr. Williams’ takings claim may be brought in Utah state court. See, e.g., Bingham 

v. Roosevelt City Corp., 2010 UT 37, ¶¶ 15-16, 235 P.3d 730, 735 (addressing Fifth 

Amendment takings claim); see also Utah Code Ann. § 63L-3-102(1) (recognizing a 

“Constitutional taking” as “a governmental action that results in a taking of private 

property so that compensation to the owner of the property is required by: (a) the Fifth or 

Fourteenth Amendment of the Constitution of the United States . . . .” (internal quotation 

marks omitted)). 

 We recognize the Supreme Court’s recent holding that a property owner may bring 

a federal suit claiming a Fifth Amendment taking without first bringing suit in state court. 

See Knick v. Twp. of Scott, No. 17-647, 2019 WL 2552486, at *7, *13 (U.S. June 21, 

2019). But Knick did not involve Eleventh Amendment immunity, which is the basis of 

our holding in this case. Therefore, we hold that the takings claim against the UDOC 

Defendants must be dismissed based on Eleventh Amendment immunity, and we remand 

this claim to the district court with instructions to dismiss it without prejudice. See 

Colby, 849 F.3d at 1278 (holding dismissal based on Eleventh Amendment immunity is 

without prejudice). 
9 

B. Prospective Injunctive Relief Against UDOC Executive Director 

Mr. Williams asserts that Eleventh Amendment immunity does not apply to his 

claim against defendant Haddon, Executive Director of UDOC, in his official capacity, 

because an exception exists for prospective injunctive relief. “[U]nder Ex parte Young,

209 U.S. 123 . . . (1908), a plaintiff may bring suit against individual state officers acting 

in their official capacities if the complaint alleges an ongoing violation of federal law and 

the plaintiff seeks prospective relief.” Muscogee (Creek) Nation v. Pruitt, 669 F.3d 1159, 

1166 (10th Cir. 2012). “In determining whether the doctrine of Ex parte Young avoids an 

Eleventh Amendment bar to suit, a court need only conduct a straightforward inquiry into 

whether the complaint alleges an ongoing violation of federal law and seeks relief 

properly characterized as prospective.” Verizon Md. Inc. v. Pub. Serv. Comm’n of Md., 

535 U.S. 635, 645 (2002) (brackets and internal quotation marks omitted). 

Mr. Williams’ complaint sought the following relief, which it characterized as 

“injunctive relief”: 

(1) Require Zions [Bank] to pay Plaintiffs interest and investment income 

from ITFA [Inmate Trust Fund Account] funds; 

(2) Require an audit be performed on the ITFA to ensure integrity and 

rectify any irregularities; 

(3) Extinguish Zions’ monopoly of the ITFA and; 

(4) Remove retaliatory report from Williams’ file; 

(5) Require [UDOC] to place the ITFA out for bid; [and] 

(6) Require [UDOC] to insure ITFA funds under [FDIC]. 

Aplt. App. at 45. 

The request for the prospective injunctive relief to pay interest on inmate funds 

was directed to Zions Bank, which is no longer a party to this case. See Williams’ 
10 

Stipulation to Dismissal of Zions Bank, No. 18-4058 (10th Cir. Aug. 24, 2018). The 

remaining requests for injunctive relief appear to seek relief from UDOC. The Ex parte 

Young exception, however, applies only to individual defendants. See P.R. Aqueduct & 

Sewer Auth. v. Metcalf & Eddy, Inc., 506 U.S. 139, 146 (1993). Mr. Williams cites 

Stewart v. Norwood, No. 16-3189-JAR-DJW, 2017 WL 4284971, at *6 (D. Kan. Sept. 

27, 2017), where a federal district court liberally construed the pro se complaint as 

seeking an order to enjoin a named prison official from an ongoing violation of his 

federal rights. In contrast, Mr. Williams’ complaint did not name any prison official to 

be enjoined from a future violation of his federal rights. 

Mr. Williams contends he brought a claim against Mr. Haddon for injunctive 

relief, independent of his claims against the UDOC.2

 But the complaint alleges only that 

Mr. Haddon was a member of a civil conspiracy that provided Mr. Williams with false 

and misleading information. See Aplt. App. at 33, 34, 35. Therefore, the record does not 

support a claim for injunctive relief against Mr. Haddon. 

C. Retaliation 

Finally, we address Mr. Williams’ retaliation claim, which is the only remaining 

claim he raised on appeal. To the extent he seeks monetary damages, this claim is barred 

 2

 Mr. Williams also argues that defendant Haddon is not entitled to qualified 

immunity. “The defense of qualified immunity is available only in suits against 

officials sued in their personal capacities, not in suits against officials sued in their 

official capacities.” Cox v. Glanz, 800 F.3d 1231, 1239 n.1 (10th Cir. 2015) (ellipsis 

and internal quotation marks omitted). Because we have determined that 

Mr. Williams does not pursue any personal-capacity claims, we do not address 

qualified immunity. 
11 

by Eleventh Amendment immunity. See Colby, 849 F.3d at 1278 (holding Eleventh 

Amendment immunity bars official-capacity damages claims). Although his complaint 

requested that the “retaliatory report” be removed from his file, Aplt. App. at 45, which 

could be construed as seeking prospective relief, he makes no such appellate argument. 

Consequently, we do not address it. See, e.g., Talley v. Time, Inc., 923 F.3d 878, 906 

n.28 (10th Cir. 2019) (declining to address argument not raised on appeal). We affirm 

the judgment in favor of the UDOC Defendants on the retaliation claim and remand for 

the district court to indicate that the dismissal is without prejudice. 

III. CONCLUSION 

We affirm the judgment, but remand with instructions to the district court to 

dismiss Mr. Williams’ claims against the UDOC Defendants without prejudice.