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

unanimously that oral argument would not materially assist the determination of

this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is

therefore ordered submitted without oral argument. This order and judgment is

not binding precedent, except under the doctrines of law of the case, res judicata,

and collateral estoppel. It may be cited, however, for its persuasive value

consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. 

FILED

United States Court of Appeals

Tenth Circuit

December 15, 2008

Elisabeth A. Shumaker

Clerk of Court

UNITED STATES COURT OF APPEALS

FOR THE TENTH CIRCUIT

HAROLD R. LITTLE,

Plaintiff-Appellant,

v.

STATE FARM MUTUAL

AUTOMOBILE INSURANCE

COMPANY; STATE FARM LIFE

INSURANCE COMPANY; STATE

FARM FIRE AND CASUALTY

COMPANY; STATE FARM

GENERAL INSURANCE COMPANY,

Defendants-Appellees.

No. 08-4108

(D.C. No. 2:07-CV-00943-TS)

(D. Utah)

ORDER AND JUDGMENT*

Before KELLY, PORFILIO, and O’BRIEN, Circuit Judges.

Plaintiff Harold R. Little appeals from the district court’s order dismissing

his complaint under Fed. R. Civ. P. 12(b)(6) for failure to state a claim. We have

jurisdiction under 28 U.S.C. § 1291 and affirm.
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Mr. Little owned an independent insurance company and worked under a

contract with the defendant State Farm companies as an insurance agent for more

than thirty years. In 2000, State Farm made a demand on its agents to sign new

agreements containing trade secret and non-compete provisions. Mr. Little

resisted pressure from State Farm to sign the new agreement. In December 2000,

he joined other agents in a class action lawsuit in California state court

challenging the propriety of State Farm imposing the new terms. In an attempt to

compromise with State Farm, however, he signed the new agreement, but added a

provision reserving his rights under his original contract. State Farm refused his

offer and terminated his contract effective October 31, 2001. 

On October 26, 2007, Mr. Little filed this suit against State Farm in Utah

state court, asserting claims for breach of contract, breach of the implied covenant

of good faith and fair dealing, and unlawful termination of contract in violation of

Utah law and public policy. State Farm removed the case to federal court. The

district court held that although the California litigation ultimately resulted in a

January 4, 2007, decision from a California Court of Appeal holding that State

Farm’s new trade secret and non-compete provisions were improper, the at-will

nature of Mr. Little’s original contract allowed State Farm to terminate it,

defeating his claims for breach of contract and breach of the implied covenant of

good faith and fair dealing. In addition, the district court held that Mr. Little’s

claim for unlawful termination under state law was untimely.
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We review a dismissal under Rule 12(b)(6) de novo, “accepting all

well-pleaded factual allegations in the complaint as true.” Howard v. Waide,

534 F.3d 1227, 1242-43 (10th Cir. 2008). To withstand State Farm’s motion to

dismiss, Mr. Little’s “complaint must contain enough allegations of fact ‘to state

a claim to relief that is plausible on its face.’” Robbins v. Okla. ex rel. Dep’t of

Soc. Servs., 519 F.3d 1242, 1247 (10th Cir. 2008) (quoting Bell Atlantic Corp. v.

Twombly, 127 S. Ct. 1955, 1974 (2007)). “‘Factual allegations must be enough to

raise a right to relief above the speculative level.’” Id. (quoting Bell Atlantic

Corp., 127 S. Ct. at 1965). 

Mr. Little argues on appeal that: (1) State Farm used the termination

process to enforce a breach of the other provisions of his contract; and (2) State

Farm’s defense that it could terminate Mr. Little’s contract at will is not tenable

in these circumstances. We have carefully reviewed the district court’s order in

light of the parties arguments, the record on appeal, and the governing law. 

Mr. Little does not dispute that his contract with State Farm was terminable at

will, and we are therefore unpersuaded by Mr. Little’s arguments that the district
-4-

court erred by dismissing his complaint. We affirm for substantially the reasons

stated by the district court.

The judgment of the district court is AFFIRMED.

Entered for the Court

Terrence L. O’Brien

Circuit Judge