IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 14-60087

SUPERIOR MRI SERVICES, INCORPORATED; SUPERIOR MRI 

SERVICES, INCORPORATED, as Successor in Interest of P & L 

Contracting, Incorporated,

 Plaintiffs – Appellants,

v.

ALLIANCE HEALTHCARE SERVICES, INCORPORATED, formerly known 

as Alliance Imaging, Incorporated, doing business as Alliance Imaging; 

ALLIANCE IMAGING, INCORPORATED; JOHN DOE, Defendants I 

Through X, 

 Defendants – Appellees.

Appeal from the United States District Court

for the Northern District of Mississippi

Before REAVLEY, JONES, and ELROD, Circuit Judges.

JENNIFER WALKER ELROD, Circuit Judge:

Superior MRI Services, Inc. (Superior), on behalf of itself and as 

successor-in-interest to P&L Contracting, Inc. (P&L), sued Alliance 

HealthCare Services, Inc. (Alliance), alleging, inter alia, tortious interference 

with business relations and tortious interference with contract. Superior’s 

claims arise from contractual rights that Superior allegedly acquired from 

P&L, its purported predecessor-in-interest. The district court dismissed 

United States Court of Appeals

Fifth Circuit

FILED

February 18, 2015

Lyle W. Cayce

Clerk

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No. 14-60087

Superior’s tortious interference claims, ruling that Superior failed to 

establish that it acquired those contractual rights from P&L and that 

Superior lacked prudential standing to enforce P&L’s rights.1 Because we 

agree that Superior failed to prove the existence of prudential standing by a 

preponderance of the evidence, we affirm.

I.

P&L incorporated in October 2006 and, while it was in operation, 

offered mobile MRI services to Mississippi hospitals. On January 19, 2012, 

P&L filed a Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court for 

the Northern District of Mississippi. In the schedule of assignments 

contained in its bankruptcy petition, P&L listed an assignment of “MRI 

Service agreements” to Superior with a date of assignment of October 1, 

2011. Almost two months after this purported assignment, on November 28, 

2011, Superior filed its Articles of Incorporation with the Mississippi 

Secretary of State. P&L formally dissolved on November 15, 2012. 

Superior’s complaint describes three incidents in which Alliance allegedly 

interfered with MRI Service agreements or impaired a prospective business 

relationship. Each of these incidents occurred prior to the date on which 

Superior filed its articles of incorporation.

II.

We review de novo a district court’s rulings on the issue of standing. 

St. Paul Fire & Marine Ins. Co. v. Labuzan, 579 F.3d 533, 538 (5th Cir. 2009). 

“A district court’s factual findings, including those on which the court based 

its legal conclusions, are reviewed for clear error.” Id.

1 The district court also dismissed Superior’s claims alleging violations of the 

Federal Trade Commission Act and Mississippi’s Certificate of Need regulations. Superior 

does not appear to challenge the dismissal of those claims and, in any event, we find no 

error.

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III.

“Prudential standing requirements exist in addition to the immutable 

requirements of Article III as an integral part of judicial self-government.” 

St. Paul Fire & Marine Ins. Co. v. Labuzan, 579 F.3d 533, 539 (5th Cir. 2009) 

(internal quotation marks omitted). One principle of prudential standing 

requires “that a plaintiff generally must assert his own legal rights and 

interests, and cannot rest his claim to relief on the legal rights or interests of 

third parties.” United States v. Johnson, 632 F.3d 912, 919–20 (5th Cir. 

2011) (internal quotation marks omitted). 

A motion to dismiss for lack of standing may be either “facial” or

“factual.” Paterson v. Weinberger, 644 F.2d 521, 523 (5th Cir. 1981). An 

attack is “factual” rather than “facial” if the defendant “submits affidavits, 

testimony, or other evidentiary materials.” Id. To defeat a factual attack, a 

plaintiff “must prove the existence of subject-matter jurisdiction by a 

preponderance of the evidence” and is “obliged to submit facts through some 

evidentiary method to sustain his burden of proof.” Irwin v. Veterans Admin., 

874 F.2d 1092, 1096 (5th Cir. 1989) (internal quotation marks and footnotes 

omitted), aff’d sub nom. Irwin v. Dep’t of Veterans Affairs, 498 U.S. 89 (1990).

In the district court, Alliance brought a factual attack on Superior’s 

prudential standing, submitting records from the Office of the Mississippi 

Secretary of State, the Mississippi State Department of Health, the United 

States Bankruptcy Court, and the Department of the Treasury. The district 

court reviewed these submissions and other documents in the public record, 

and the district court ruled that Superior failed to establish that P&L 

assigned its contractual rights to Superior or that Superior ratified any such 

assignment. According to the district court, P&L’s bankruptcy filings list an 

October 2011 assignment of “MRI service agreements” to Superior, but 

Superior did not file its Articles of Incorporation with the Mississippi 

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Secretary of State until November 28, 2011. Thus, the district court found 

that Superior did not exist as a corporation at the time of the purported 

assignment from P&L. See Miss. Code Ann. § 79-4-2.03(a) (“[T]he corporate 

existence begins when the articles of incorporation are filed.”). The district 

court rejected Superior’s contentions that P&L and Superior “merged” or that 

Superior ratified the assignment after incorporation.

On appeal, Superior argues that the assignment was valid and that 

Superior ratified the assignment once it “finalized its incorporation process.” 

Superior fails to support either assertion. With respect to the assignment, 

Superior did not proffer any evidence of an assignment other than the

statement in P&L’s bankruptcy petition that P&L had previously assigned 

“MRI Service agreements” to Superior MRI Services. Superior did not 

produce any assignment agreement or any document memorializing an 

assignment. Even if the statement in the bankruptcy petition sufficed to 

prove an assignment of some kind, the vague statement that “MRI Service 

agreements” were assigned does not establish that the particular agreements 

at issue in this case are among those that were assigned. Moreover, each of 

the contracts on which Superior’s claims are predicated contains language 

prohibiting any assignment by P&L without the written consent of the 

contracting hospitals. Superior submitted no evidence that the contracting 

hospitals consented to any assignment.

Even if P&L did attempt to assign its rights to Superior, we find no 

clear error in the district court’s finding that the purported assignment took 

place before Superior existed as a corporation.2 Thus, Superior would have 

2 Plaintiff points out two misstatements in the district court’s opinion. First, the 

district court stated that Superior was not in existence at the time P&L “dissolved.” 

Superior was in existence when P&L dissolved, but it was not in existence when P&L 

purportedly assigned contracts to it. Second, the district court stated that Superior “has 

not put forth any allegations or facts rebutting that they are indeed a successor in interest 

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had to ratify the assignment once Superior finalized the incorporation 

process. See Pearl Realty Co. v. Wells, 164 Miss. 300, 145 So. 102, 103 (1933) 

(“It is permissible for promoters to make contracts which, if ratified by 

corporations after they are organized, will bind the corporations.”). Superior 

proffered evidence that it had a federal tax identification number and bank 

account as early as September 20, 2011, and it claims that it was doing 

business as Superior MRI Services before it “finalized its incorporation 

process.” However, Superior does not cite any evidence that it ratified the 

purported assignment after incorporation. Superior also claims that the 

Mississippi State Board of Health “authorized and approved the merger of 

[P&L’s] vendor route into [Superior’s],” but Superior offers no authority for 

the proposition that the Board of Health’s approval of a vendor route merger 

is evidence of a ratified contractual assignment.3

Superior also argues that the recent Supreme Court case of Lexmark 

International, Inc. v. Static Control Components, Inc., 134 S. Ct. 1377 (2014), 

prevents this court form applying the prudential standing doctrine as a 

jurisdictional bar. In Lexmark, the Supreme Court addressed a different type 

of prudential standing requirement than that at issue here: “the requirement 

that a plaintiff’s complaint fall within the zone of interests protected by the 

law invoked.” 134 S. Ct. at 1386 (internal quotation marks omitted). 

Although the Supreme Court had previously referred to this zone-of-interests 

inquiry as one of prudential standing, the Lexmark Court clarified that the 

to P&L.” The context makes clear that the inclusion of the word “rebutting” was a mistake. 

Neither misstatement affects the outcome of the case.

3 We express no opinion on the merits of the case or the adequacy of the pleadings 

under Bell Atlantic Corp v. Twombly, 550 U.S. 544 (2007) and Ashcroft v. Iqbal, 556 U.S. 

662 (2009). We also express no opinion on whether Superior should be permitted to amend 

its complaint or whether P&L’s bankruptcy trustee may be entitled to assert the claims for 

which Superior lacks standing.

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zone-of-interests inquiry is properly viewed as one of statutory interpretation: 

“Whether a plaintiff comes within the zone of interests is an issue that 

requires us to determine, using traditional tools of statutory interpretation, 

whether a legislatively conferred cause of action encompasses a particular 

plaintiff’s claim.” Id. at 1387 (internal quotation marks omitted). Because 

the Lexmark holding deals only with the zone-of-interests test and not with 

the requirement that a party assert its own rights, Lexmark does not control 

here. To be sure, Lexmark does note that prudential standing doctrine as a 

whole “is in some tension with . . . the principle that a federal court’s 

obligation to hear and decide cases within its jurisdiction is virtually 

unflagging.” Id. at 1386 (internal quotation marks omitted). However, we 

have long applied the prudential requirement that a party must assert its 

own rights, see, e.g., Danos v. Jones, 652 F.3d 577, 582 (5th Cir. 2011), and we 

are bound to follow our precedent until the Supreme Court squarely holds to 

the contrary, see Exelon Wind 1, L.L.C. v. Nelson, 766 F.3d 380, 394 (5th Cir. 

2014).

AFFIRMED.

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