PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 13-2283

LAURA LYNN MARTIN,

Plaintiff - Appellee,

v.

JACK LEE WOOD; MILAGROS ALCALA JONES,

Defendants – Appellants,

and

COMMONWEALTH OF VIRGINIA; COMMONWEALTH OF VIRGINIA 

DEPARTMENT OF BEHAVIORAL HEALTH AND DEVELOPMENTAL SERVICES; 

EASTERN STATE HOSPITAL,

Defendants.

Appeal from the United States District Court for the Eastern 

District of Virginia, at Newport News. Arenda L. Wright Allen, 

District Judge. (4:13-cv-00018-AWA-LRL)

Argued: September 17, 2014 Decided: November 18, 2014

Before NIEMEYER, DUNCAN, and THACKER, Circuit Judges.

Reversed and remanded with instructions by published opinion. 

Judge Niemeyer wrote the opinion, in which Judge Duncan and 

Judge Thacker joined.

ARGUED: Sydney Edmund Rab, OFFICE OF THE ATTORNEY GENERAL OF 

VIRGINIA, Richmond, Virginia, for Appellants. Raymond Lee 
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Hogge, Jr., HOGGE LAW, Norfolk, Virginia, for Appellee. ON 

BRIEF: Kenneth Thomas Cuccinelli, II, Attorney General, Earle 

Duncan Getchall, Jr., Solicitor General, Wesley Glenn Russell, 

Jr., Deputy Attorney General, OFFICE OF THE ATTORNEY GENERAL OF 

VIRGINIA, Richmond, Virginia, for Appellants. Kenneth Michael 

Golski, HOGGE LAW, Norfolk, Virginia, for Appellee.
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NIEMEYER, Circuit Judge:

Laura Martin, a registered nurse formerly employed by a 

state-operated hospital in Williamsburg, Virginia, commenced 

this damages action against two supervisors at the hospital, 

alleging that the supervisors improperly refused to authorize 

overtime pay for the hours that she worked in excess of 40 hours 

per week, in violation of the Fair Labor Standards Act of 1938 

(“FLSA”), 29 U.S.C. §§ 201-219. The supervisors filed a motion 

to dismiss the complaint, claiming sovereign immunity. They 

contend that their conduct, as alleged, involved their official 

duties on behalf of the hospital, such that the complaint was, 

in reality, directed against the hospital, which has sovereign 

immunity. The district court, however, denied the motion, 

relying on Martin’s assertion in her complaint that she was 

suing the supervisors in their individual capacities.

Because the actions of Martin’s supervisors, as alleged in 

the complaint, were inextricably tied to their official duties, 

we conclude that the Commonwealth of Virginia is the real party 

in interest in this action. Since the Eleventh Amendment has 

withdrawn jurisdiction over suits of this nature against the 

States, effectively giving the Commonwealth immunity, we reverse 

and remand with instructions to dismiss the complaint.
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I

In her complaint, Martin alleges that from November 2010 

until January 2012 she was employed as a registered nurse by 

Eastern State Hospital and that the Hospital paid her wages on 

an hourly basis. Because of transitional duties during shift 

changes at the Hospital, Martin claims that she often began 

performing her duties 20 minutes or more before her shift 

started and continued working 30 to 90 minutes after her shift 

ended. She also alleges that she often worked through her 30-

minute lunch break. Even though this often resulted in her 

working more than 40 hours per week, Martin alleges that she was 

compensated for only 40 hours, in violation of the overtime 

provision of the FLSA, 29 U.S.C. § 207(a)(1).

Martin further alleges that, when she complained to 

Milagros Jones, the registered nurse coordinator for the unit in 

which Martin worked, about not being paid overtime, Jones 

refused to take action, attributing Martin’s extra time to 

“inefficiency.” Martin also asserts that Jack Wood, the chief 

executive officer and director of the Hospital, “willfully and 

deliberately refused to correct” the failure to pay her

overtime. The complaint notes, however, that this allegation

was “[b]ased upon circumstantial evidence including but not 

necessarily limited to the job duties and responsibilities of 

Wood.” The complaint, which named only Wood and Jones as 
5

defendants, asserts that in failing to authorize overtime pay to 

Martin, Wood and Jones “acted directly and indirectly in the 

interest of Eastern State Hospital in relation to the hours of 

work and payment of wages to Eastern State Hospital employees 

including Martin.” It demands damages from them in their

individual capacities in the form of “overtime compensation,”

“liquidated damages in an equal amount,” and interest.

Wood and Jones filed a motion to dismiss the complaint 

under Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6), 

asserting that they are entitled to the same sovereign immunity 

enjoyed by Eastern State Hospital as an agency of the 

Commonwealth of Virginia. They noted that the complaint centers

on their official authority to direct and control employees, 

such as Martin, with respect to their hours and wages and that 

it fails to allege that they acted in an ultra vires manner 

against Martin or that they acted to serve any personal 

interest. Thus, they claimed that, because their conduct was 

“tied inextricably to their official duties,” they had the same 

sovereign immunity as did the Hospital, relying on Lizzi v. 

Alexander, 255 F.3d 128, 136 (4th Cir. 2001), overruled in part 

on other grounds by Nevada Department of Human Resources v. 

Hibbs, 538 U.S. 721 (2003).

The district court denied Wood and Jones’ motion, 

explaining:
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[T]he Complaint alleges significant intentional 

misconduct committed by Mr. Wood and Ms. Jones. The 

FLSA claims are unquestionably directed against 

Mr. Wood and Ms. Jones in their individual capacities. 

In sum, Ms. Martin’s Complaint, on its face, 

states FLSA claims against Mr. Wood and Ms. Jones in 

their individual capacities. Sovereign immunity is 

inapplicable to such claims. See Hafer [v. Melo, 502 

U.S. 21, 31 (1999)].

Wood and Jones filed this interlocutory appeal, contending 

that the district court erred in denying them sovereign 

immunity. See P.R. Aqueduct & Sewer Auth. v. Metcalf & Eddy, 

Inc., 506 U.S. 139, 144 (1993) (authorizing interlocutory 

appeals from orders denying Eleventh Amendment immunity).

II

The FLSA provides that “no employer shall employ any of his 

employees . . . for a workweek longer than forty hours unless 

such employee receives compensation for his employment in excess 

of the hours above specified at a rate not less than one and 

one-half times the regular rate at which he is employed.” 29 

U.S.C. § 207(a)(1). The term “employer” is defined to include 

“any person acting directly or indirectly in the interest of an 

employer in relation to an employee and includes a public 

agency.” Id. § 203(d).

Martin concedes that Eastern State Hospital, as an agency 

of the Commonwealth of Virginia, has sovereign immunity from 

damages claims brought under the FLSA by reason of the Eleventh 
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Amendment.* In addition, she concedes that sovereign immunity 

from such claims also extends to “state officers acting in their 

official capacity.” Buckhannon Bd. & Care Home, Inc. v. W. Va. 

Dep’t of Health & Human Res., 532 U.S. 598, 609 n.10 (2001) 

(citing Edelman v. Jordan, 415 U.S. 651 (1974)). And while a 

State may, by an unequivocal expression, waive its sovereign 

immunity, Martin acknowledges that Virginia has not done so. 

See Commonwealth v. Luzik, 524 S.E.2d 871, 878 (Va. 2000). She 

also acknowledges that while Congress can abrogate Eleventh 

Amendment immunity with respect to rights protected by the 

Fourteenth Amendment, it did not do so in the FLSA. See Abril 

v. Virginia, 145 F.3d 182, 189-91 (4th Cir. 1998). Rather, she 

justifies the court’s jurisdiction over her complaint on the 

fact that sovereign immunity does not extend to suits against 

state officials who are sued in their individual capacities. 

See Hafer v. Melo, 502 U.S. 21, 31 (1991); Suarez Corp. v. 

McGraw, 125 F.3d 222, 229 (4th Cir. 1997) (citing Hafer, 502 

U.S. at 31). As Martin candidly states, “[i]t is for this exact 

 ∗ The Eleventh Amendment provides that “[t]he 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. And 

the Amendment has been construed to withdraw jurisdiction over 

any suit brought against an unconsenting State in federal court 

by its own citizens. See Edelman v. Jordan, 415 U.S. 651, 662-

63 (1974); Booth v. Maryland, 112 F.3d 139, 141 (4th Cir. 1997). 
8

reason that [she] took care in drafting the Complaint, 

identifying and setting forth sufficient factual allegations to 

assert the claims against Appellants Wood and Jones only in 

their individual capacity.” Thus, to avoid sovereign immunity, 

Martin did not sue Eastern State Hospital but rather only Wood 

and Jones, naming them only in their individual capacities. 

Wood and Jones argue that Martin cannot circumvent the 

Eleventh Amendment by naming them as defendants in their 

individual capacities if, in reality, she is suing them for 

actions taken by them in their official capacities on behalf of 

Eastern State Hospital.

We begin the analysis by noting that “[w]hen [a] suit is 

brought only against state officials, a question arises as to 

whether that suit is a suit against the State itself.” 

Pennhurst State Sch. & Hosp. v. Halderman, 465 U.S. 89, 101 

(1984). And in addressing this question, the Supreme Court has 

cautioned that allowing an action to proceed simply because the 

complaint names a state official in his or her individual

capacity “would be to adhere to an empty formalism and to 

undermine the principle . . . that Eleventh Amendment immunity 

represents a real limitation on a federal court’s federalquestion jurisdiction.” Idaho v. Coeur d’Alene Tribe of Idaho, 

521 U.S. 261, 270 (1997); see also Bender v. Williamsport Area 

Sch. Dist., 475 U.S. 534, 543 (1986); Lizzi, 255 F.3d at 137 
9

(“[T]he mere incantation of the term ‘individual capacity’ is 

not enough to transform an official capacity action into an 

individual capacity action”). 

Thus, the question presented in this case is whether 

Martin’s complaint, which names Wood and Jones in their 

individual capacities, nonetheless effectively states a claim 

against the Commonwealth itself. Resolution of this issue 

requires us to look beyond the form of the complaint and the 

conclusory allegations against Wood and Jones to determine who 

is the “real, substantial party in interest.” Pennhurst, 

465 U.S. at 101 (quoting Ford Motor Co. v. Dep’t of Treasury, 

323 U.S. 459, 464 (1945)) (internal quotation marks omitted); 

see also Booth v. Maryland, 112 F.3d 139, 142 (4th Cir. 1997)

(“Eleventh Amendment immunity also extends to state officials 

when they are merely the nominal defendants and ‘the state is 

the real, substantial party in interest’” (quoting Ford, 323 

U.S. at 464)). 

To identify the real, substantial party in interest, we

thus examine the substance of the claims stated in the 

complaint, positing inquiries such as: (1) were the allegedly 

unlawful actions of the state officials “tied inextricably to 

their official duties,” Lizzi, 255 F.3d at 136; (2) if the state 

officials had authorized the desired relief at the outset, would 

the burden have been borne by the State, cf. Pennhurst, 465 U.S. 
10

at 109 n.7; (3) would a judgment against the state officials be 

“institutional and official in character,” such that it would 

operate against the State, id. at 108; (4) were the actions of 

the state officials taken to further personal interests distinct 

from the State’s interests, id.; and (5) were the state 

officials’ actions ultra vires, id. at 111; Lizzi, 255 F.3d 

at 136.

Here, Martin’s complaint alleges that Eastern State 

Hospital, as Martin’s employer, failed to compensate her for 

overtime because Wood and Jones refused to approve such 

compensation. It alleges further that Wood and Jones, Martin’s 

supervisors, “exercised authority to establish and control [her] 

hours of work” at the Hospital and that, in the exercise of that 

authority, they “failed and refused to include [overtime hours] 

in the computation of Martin’s weekly wages,” in violation of 

the FLSA. Finally, it alleges that, in doing so, Wood and Jones 

“acted directly and indirectly in the interest of Eastern State 

Hospital.” The complaint includes no allegation that, in so 

acting, Wood and Jones acted in an ultra vires manner or 

attempted to serve personal interests distinct from the 

Hospital’s interests.

Examining Martin’s complaint in light of the stated 

factors, we conclude that virtually every factor indicates that 

Wood and Jones are being sued in their official capabilities. 
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Martin’s complaint alleges that Wood and Jones had authority to 

authorize overtime pay and refused to do so and that, if they 

had authorized overtime pay, it would have been funded by 

Eastern State Hospital. The inevitable conclusion follows that 

Wood and Jones’ actions were “inextricably tied” to their 

official duties at the Hospital. In these circumstances, we 

hold that Virginia is the real party in interest, see Pennhurst

465 U.S. at 101; Lizzi, 255 F.3d at 136, and that sovereign 

immunity -- grounded in the Eleventh Amendment -- requires 

dismissal of the suit, Lizzi, 255 F.3d at 138; Booth, 112 F.3d 

at 142.

Accordingly, we reverse the district court’s order denying 

Wood and Jones’ motion to dismiss based on sovereign immunity 

and remand with instructions to dismiss the complaint. 

IT IS SO ORDERED.