[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT

_ _______________________ No. 12

- 15626

________________________ D.C. Docket No. 1:09

- cv - 01 9 17

- WSD
MANHATTAN CONSTRUCTION COMPANY , Plaintiff

- Appellee,

versus PLACE PROPERTIES LP, PLACE COLLEGIATE PROPERTIES COMPANY , Defendant s - Appellant s .

________________________ Appeal s from the United States District Court for the Northern District of Georgia

________________________ (March 1 7 , 2014)
Before WILSON , Circuit Judge , BUCKLEW , ∗ and LAZZA RA , ∗ ∗ District Judge s . PER CURIAM:

∗ Honorable Susan C. Bucklew, United States District Judge for the Middle District of Florida, sitting by designation.

∗ ∗ Honorable Richard A. Lazzara, United States District Judge for the Middle District of Florida, sitting by designation.

Case: 12-15626 Date Filed: 03/17/2014 Page: 1 of 52 Place Collegiate Properties Company (“PCPC”) appeal s the district court’s decision denying its motion for sanctions

. After review and with the benefit of oral argument, we affirm.
I. BACKGROUND Cecil Phillips controls a family of affiliated corporate entities collectively known as Place Properties. PCPC and Place Properties LP (“PPLP”) are two of those entities

. In 2003, Manhattan Construction C ompany (“Manhattan”) contracted with Place Collegiate Development (“PCD”) , another Place Properties entity , to serve as general contractor on a construction project at Kennes aw State University. PCD was a wholly owned subsidiary of PPLP, and PCPC served as PPLP’s general partner. Disputes arose between Manhattan and PCD. After PCD ceased making payments to Manhattan , Manhattan obtained a multi

- million dollar judgment against PCD

. PCD was unable to satisfy the judgment. Manhattan filed a single “piercing the corporate veil” claim against several Place Properties entities , including PCPC and PPLP , in an attempt to hold those
entities liab le for its judgment against PCD. Manhattan also sued Phillips and another individual associated with Place Properties. After a contentious discovery process that the district court labeled as “unusually grueling and discordant , ” PCPC and PPLP moved for summary

Case: 12-15626 Date Filed: 03/17/2014 Page: 2 of 53 judgment. PCPC also moved for sanctions pursuant to Federal Rule of Civil Procedure 11 , 28 U .S.C. § 1927, and the district court’s inherent power. 1 The district court denied PCPC and PPLP’s motions for summary judgment finding that genuine issues of material fact existed regarding the corporate relationship between PCD and PPLP . Furthermore, the district court found that as PPLP’s general partner, PCPC could be held liable to the same ex tent as PCPC under Georgia law. The district court also denied PCPC’s motion for sanctions without further comment

. Prior to trial, Manhatta n sought dismissal of its claim with prejudice. The district court granted the motion and imposed several conditions should Manhattan choose to refile. B oth parties appealed various orders by the district court, but the sole issue remaining before us is whether the district cou rt abused its discretion in denying PCPC’s motion for sanctions.

II. STANDARD OF REVIEW Because the district court is “familiar with the issues and litigants, the district court is better situated than the court of appeals to marshal the pertinent facts and ap ply the fact

- dependent legal standard mandated by Rule 11.” Cooter &

1 However, on a ppeal, PCPC raise s no argument that the district court abused its discretion in denying sanctions on the basis of 28 U.S.C. § 1927 or the district court’s inherent power and instead exclusively rely upon Rule 11

. Accordingly, any argument with respect to 2 8 U.S.C. § 1927 or the district court’s inherent power is abandoned. United States v. Ardley , 242 F.3d 989, 990 (11th Cir. 2001)

.

Case: 12-15626 Date Filed: 03/17/2014 Page: 3 of 54 Gell v. Hartmarx Corp. , 496 U.S. 384, 402, 110 S. Ct. 2447, 2459, 110 L. Ed. 2d 359 (1990). Accordingly, we review a district court’s decision to deny sanctions
under Federal Rule of Civil Proce dure 11 for abuse of discretion. Peer v. Lewis , 606 F.3d 1306, 1311 (11th Cir. 2010)

. “A district court abuses its discretion if it applies an incorrect legal standard, follows improper procedures in making the determination, or bases the decision upon findings of fact that are clearly

erroneous. ” Id

. (internal quotation marks omitted).

III. DISCUSSION Rule 11 sanctions are proper (1) when a party files a pleading that has no reasonable factual basis; (2) when the party files a pleading that is based on a legal theory that has no reasonable chance of success and that cannot be advanced as a reasonable argument to change existing law; and (3) when the party files a pleading in bad faith for an improper purpose. Jones v. Int ' l Ridi ng Helmets, Ltd

. , 49 F.3d 692, 694 (11th Cir. 1995) (internal quotation marks omitted)

. Upon review, we conclude that the district court did not abuse its discretion in declining to impose sanctions against Manhattan

. Tellingly, Manhattan’s sole legal clai m survived summary judgment. The advisory
committee notes to Rule 11 provide that “ if a party has evidence with respect to a contention that would suffice to defeat a motion for summary judgment based thereon, it would have sufficient ‘evidentiary support’ for purposes of Rule 11.” Fed. R. Civ. P. 11 advisory committee notes of 1993.

Case: 12-15626 Date Filed: 03/17/2014 Page: 4 of 55 Furthermore, upon review of the evidence documenting Manhattan’s
pre filing factual inquiry, we cannot say that there was no factual basis for the allegations in the complaint. See Davis v. Carl , 906 F.2d 533, 536 (11th Cir. 1990) (explaining that sanctions premised on factually groundless allegations are appropriate when “plaintiffs offered no evidence to support their allegations ” ). While PCPC correctly points out that Manhatt an’s factual allegations were made collectively against the various corporate and individual defendants, this generalization is likely attributable to the complex corporate structure of the Place Properties entities. Even Cecil Phillips, the undisputed lea der of Place Properties, explained that he had difficulty in discerning the relationships between the various entities. AFFIRMED. Case: 12-15626 Date Filed: 03/17/2014 Page: 5 of 5