1 RECOMMENDED FOR FULL-TEXT PUBLICATION Pursuant to Six

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ELECTRO NIC CIT

ATION: 2004 FED App . 0113P (6th C ir.) File Name: 04a01 13p.06


### UNITED STATES COURT OF APPEALS

FOR THE SIXT H CIR CUIT

_________________ S ALLY P RATT , et al., Plaintiffs- Appellant s/ Cross-App ellees,

v.
V ENTAS , I

NC ., a/k/a Vencor, Inc., et al., Defenda nts-Appe llees/ Cross-App ellants,

J OHN D OES , #1 through #5, Defendant-Appellee. X

- - - -> , - - - - - - - - - - N Nos. 02-5632/5638

Appeal from the United States District Court for the Western District of Kentucky at Louisville. No. 01-00317—John G. Heyburn I I, Chief District Judge. Argued: March 18, 2004 Decided and Filed: April 20, 2004 2 Pratt, et al. v. Ventas, I nc., et al

. Nos. 02-5632/5638

* W illiam W Schwarzer, Senior United St at es Di strict Judge for the Northern District of Cali fornia, s itti ng by designation. Befor e: COLE and GI

LMAN , Circuit Jud

ges; SCHWARZER, Senior District Judge. *

_________________ COUNSEL
ARGUED: James M. Mor ris, MORRI S & MORRI S, Lexington, Kentucky, for Appellants. David B. Tachau, TACHAU, MADDOX, HOVIOU S & DICKENS, L ouisville, Ke nt uc ky, for Appellees. ON BRI EF: James M. Mor ris, Sha ronK. Morris, MORRIS & MORRI S, Lexington, Ke nt uc ky, for Appe llants. David B. Tachau, John D. Dyche, TACHAU, MADDOX, HOVIOUS & DICKENS, L ouisville, Kentuck y, f or Appel lees.

_________________ OPINION

_________________ RO NALD LEE GI

LMAN, Circuit Judge. Sally Pra tt an d others (Plainti ffs) filed va rious stat e-law c laims ag ainst a large health care provider , Vencor , Inc ., which s ubseque ntly spun off a subsidiary w ith the same nam e as the parent co mp an y, and then changed the name of

the parent company to Ventas, Inc. When “Ne w Vencor,” the subsidiary, filed for Chapter 11 bankruptcy in the B ankruptcy C ourt for the District of Delaware, Ventas ag reed to make substantial fi nancial contributions to wards New Vencor’s reorganization. Inexchange, New Vencor’ s R eorganization Plan granted Ventas a full re lease f

rom Plainti ffs’ cla

ims. The bankruptcy court entere d a Confirmation Order approving the Plan, whichNos. 02-5632/5638 Pratt, et al. v. Ventas, I nc., et al

. 3

pe rm anently

enjoined Plaintiff s from pursuing the ir claims against Ventas. Ignoring the injunction, Plain

tiffs sue d Ventas

in th e district court below, which sub sequentl y di smissed the ir

case for lack of subje ct matter jurisdiction. Plaintiffs then filed a motion to vacate the Confirmation Order in the Delaware

bankruptcy court. Because Supreme Court prec edentrequire s us to accord pr eclusi ve effect to the Delaware ba nkruptcy cour

t’s conclusionthat it had jurisdiction over this matter, Plaintiffs are barred by

res jud icata fr

om continu

ing thei r suit in thi s court. We therefore AFFIRM the j udgment of the district court. I. BACKGROUND
A. Fac tual backgr ound
Two lower court

opinions, one in Delaware and the other in Ke nt uc ky, have summarized the releva nt facts of the present case. S ee In re Vencor, Inc. , 284 B.R. 79 (Ban kr. D. De l. 2 002), and Pratt v. Ventas, Inc. , 273 B.R. 108 (W.D. Ky

. 2002). Because the principal issues o n appeal are questions of law, we abstrac t the fo llowing undisputed facts from the lower co urts’ opin ions: Prior to May, 1998, Ventas ope rated, inter al ia , sev eral nursing hom e s under the name V encor, I nc. (“O ld Vencor”). On May 1, 1998, Old Venc o r c hange d its name to Ventas and

spun off its nursing home operations to a newly incorporated

entity named Venc or, Inc. (“Ne w V encor”). Ventas r

etained ownersh ip of the r

eal estat e andb ecame N ew Venc or’s landlord at ma ny o f th e facilities. . . . On September 13, 1999, NewVencor and several of its affiliates filed for relief under chapter 11 of the Bankruptcy

Code. In re Vencor, Inc. , 284 B.R. at 81. 4 Pratt, et al. v. Ventas, I nc., et al

. Nos. 02-5632/5638

Each of the name d Plaintiff

s in this case had file d a state court suit against one of the Vencor en ti ties prior to or soon after the commence men t of its bankruptcy proceed in gs. In Se

ptember 1996, Plain

tiff Sally Pratt filed suit against “old” Vencor . . . for age discrimination and wrongf ul termina

tion. I n Ma r ch 1998, Plaintiff Vali za Ny str om filed suit ag ainst Vencor Hospitals Texas

. . . for constructive discharge. I n Octobe r 19 98, Mark Dayman, Executor of the Estate of Liesel Dayman, filed suit against “new” Vencor

. . . fo r ne gli gen ce. In November

1999, Plaintiff Robert

McCray, pursua

ntto a P ower of Attorney for

Lee Ona Lee, sued V enco r Nursing Centers East . . . for neglig ence. Pratt , 27 3 B .R . a t 1 10 . F in al ly, Nys tr om ’s at to rn ey M a rk Byrne filed suit against Vencor

for tortious interfe

rence w ith his prospective cont

ractua l advanta ge wit h h is client. Id. at n.2. After New Vencor filed for bankruptcy , it fi led mot ions pursuant to 11 U.S.C. § 362 for an automatic stay in e ach of Plaintiff s’ respective state -court a ctio n s. Pratt, Damon, and McCray responded by f

iling proofs of

claim in the bankruptcy court. On Decem

ber 14, 2000, a Reorganization Plan for NewVencor was proposed, and notice of the Plan was mailed to each of the Plaintiffs who had filed a proof of claim. The bankruptcy

court confirmed the Plan in a Confirmation Order issued on March

19, 2001, with the Plan becoming effective on April 20, 2001. A key compone nt of the Plan wa s summarize d as follo ws: As part of that Plan, Ventas agreed to contribute $4 0 million to the fun

ding of a settleme nt wit h th e United States and agree d to amendments of certain leases which i thad wi th [N ew Venc or], thereb y reducing [ Ne w Vencor ’s] rental o

bli g ations. In exchange, Ve ntas was given a releas e of [Plaintiffs’ personal injury and other]Nos. 02-5632/5638 Pratt, et al. v. Ventas, I nc., et al

. 5

claims arising from

operation of

the nursing homes prior to May 1, 1998.
In re Vencor, Inc. , 284 B.R. at 81. The terms of the Plan thus incorporated

an injunction proscribing suits against New Vencor and Ventas for

“any a lleged improprieties committed inconnec tion wit

h [N ew] Vencor’s bankruptcy , prior to the date of confirmation.” Pratt , 273 B.R. at 111.
B. Proce dural backgr ound Plaintiffs filed suit in the United States D istrict Court for the Western District of Kentucky , alle ging that Ventas obtained the releases in the Con fi rmati on Ord er thr ough fraudulent

mean s. The y arg

ued that in overseeing New Vencor’s bankruptcy pr oceedings, the bankruptcy court lacked jurisdiction ov e r Plaintif fs’ third -party action a gainst Ventas. As a consequence, Plaintiffs contended that the Confirmation Order’ s injunction barrin g suit ag ainst V enta s had no preclusive effect

on Plaintiffs’ suit filed

in the federal districtcourt in Kentucky. Ventas respo nded b y filing a motion to dismiss the complaint pursuant to Rules (9)(b) and 12(b)(6) of the Federal Rules of Civil Procedure

. Relying onthe Supre

me Court’ s decision in Celotex Corp.
v. Edwards , 514 U.S. 300 (1995 ), the dis trict cou rt held that Plaintiffs were ba

rred fr om coll ate rally attacking the Confirmat io nOrder is sued by the Dela ware ba nkruptcy court. Pratt , 273 B.R. a

t 116. The

district c ourt subse quently granted Ventas’s motionbased upon a lack of subject matter jurisdiction. It also expressly declined to consider w hether the bankrup tcy

court exc eeded it s statutor y a uthority in granting injunctive relief to Ventas. Id

. The court concluded that it could “not properly e xercise appellat e review over theseearlier bankruptcy p roceedings.” Id. ((quoting 28 U.S.C. § 158(a) : “An app eal .

. . shall be taken only to the 6 Pratt, et al. v. Ventas, I nc., et al

. Nos. 02-5632/5638

districtcourt

for the ju dicial dis trict in

which the bankruptcy court is serving.”) (emphasis in Pratt )) Plaintiffs were encourage d to pur sue the ir claim in the Delaware bankruptcy c ourt, in the United Stat es District Courtfor the D istrict of

Dela w are, and if necessary

, in the United States Courtof Appeals for the Third Circuit. Id. The complaint was initia

lly d ismiss edwith prejudice, but the distr ict c ourt later modified the order to make it “without prejudice,” presuma

bly so that Pla

intiffs c ould

rai se their claims against Ven

tas in the p

roper f orum. Each side appe aled the

district c ourt’s de cision, bu t this court held both a

ppeals in abeya nce while Plaintiffs pursued the merits of

their cla ims in the Dela

ware ba nkruptcy court. The bankrup tcy

court sub se que ntly held that there was no basis for Plaintiffs’ assertion that it lac ked juris diction to grant the rele ases to Ventas contained in New Vencor’s Plan. In re Vencor, Inc. , 284 B.R. at 86. Plaintiffs did no t appeal this latter decision.
OnDecember 6, 2002, this cou rt lif ted the stay on the present appeal of the district court’s de c ision in Pratt v. Ventas , 27 3 B .R . 1 08 (W .D . K y. 2002). T his matter is now ripe for disposition.
II. ANALY SIS
A. Standard of review This court reviews whether the district cou rt pro perly dismisseda claim pursuant to Rule 12(b)(6) of t he Fe deral Rules of Ci vil P rocedu re usi ng a de novo standard. Sistrunk
v. City of Stro ngsville , 99 F.3d 194, 197 (6th Cir. 1996). A motion to dismis s m ay be granted “only if it is clear that no relief c ould be granted under any set of facts that could be proved consiste nt w ith the allegations.” Id . (citation omitted).Nos. 02-5632/5638 Pratt, et al. v. Ventas, I nc., et al

. 7

B. Applicat

ion of the “c ollater al attac k” doctrin e The district c ourt held tha t Plaintiffs’ suit filed in the WesternDistrict of Kentucky was an impermissible collateral attack onthe bankruptcy

court’s Confirmation Order. Pratt , 273 B. R. at 11 6. A “ co ll at er al at ta ck ” i s a ta ct ic wh er eb y a party seeks to circumvent an earlier ruling of one court by filing a subsequ

ent action in anothe

r court. Id

. at 114 (citing Willy v. Coastal Corp. , 503 U.S. 131, 137 (1992)). As ap p lied to the present case, the district court below believed that Plai ntiff s’ sui t aga in st Ventas in Kentucky was an improper attempt to circumvent the Delaware bankruptcy court’s Confirmat ion Order that enjoined Plaintiffs from pursuing their claims against Ventas.
The district court found

that the Su

preme Court’s decision in Celotex Corp. v. Edwards , 514 U.S. 300 (1995), controlled t he disposition of Plaintiffs’ action. In Celotex , Benn ie an d Joann Edwards

won a ju dgment

against Celotex in the District Court for the Northern

District o f Texas for asbestosrelated injuries. Celotex posted a supe rsedeas bond to stay the execution

of the jud

gment pe nding itsappeal to the Fifth Circuit. Northbrook Property a nd Casualty I

nsurance Compa ny served as surety

on the bond. The Fifth Circu i t affirmed the judgment for t

he Edwa rdses, but, on that very da y, Celotex filed a Chapter 11 petition for reorganiza

tion in the Bankruptcy

Court for the Middle District of Florida. An injunction was issued by the bankruptcy court, pursuant to 11 U.S.C. § 105(a) , which st a ye d all a

ction s ag ainst

Celot ex. The district court in Texas neve rthele ss permitted the Edwardses to enf

orce th e bond agains t Nort hbroo k. Alt hough the Fifth Cir

cuit aff irmed the district c ourt’s de cision, it was subseque ntly revers ed by

the Supre

me Court.
Becau se the Supreme C ourt c oncluded that the district cour t’s action wo

uld “ser iously undercu t[] the orde

rly process 8 Pratt, et al. v. Ventas, I nc., et al

. Nos. 02-5632/5638

of the law ,” id . at 313, it held that the Edwardses would not be permitted to collaterally a ttack the Flo rida bankruptcy court’s § 105 injun cti on in the federal courts in Texas. The Court rea soned:
I tis for the court of first instance to determine the question of

the valid ity o f the law , and until

its decision is reversed for

error by orderly re

view, either by itself or by a highe r court, its orders based on its decisi on are to be respe ct ed. If respondents believe d the Section 105 Injunction

was impro

per, the y should have

challen ged it i nthe Ban

kruptcy Court, like

other simi larly

si tuate d bonded judgmen t creditors have d

one. I f dis satisf

ied wi th the Bankruptcy

Court’s ultimate decision, responde nts can appeal to the district court for the judicial district in which the bankr uptcy jud ge is ser ving, see 28 U.S.C. § 158(a), and then to the Cour

t of Appe als for the Eleventh Circuit, see §158(d).
Celot ex , 514 U.S. at 313 (quotation marks and citation omitted).
Inthe present case, the district court found tha t Celotexwas controlli ng, re asoning

as follow s: Like the claimants in [ Celotex ], Plaintiffs . . . assertthat the Bankruptcy

Courtexceeded

its jurisdictional bounds b y enjoini ng post-confirmation suits against a non-debtor third-pa rty for its pre-confirmation ac tion. Celotex reaffirmed

the rule that such a challenge cannot be sustained . . . .

. . . [I]f the Confir

mation Or

der was issued in

error— whether the result of either fraud or lack o f juris diction —it remains the responsibility of the Delaware BankruptcyNos. 02-5632/5638 Pratt, et al. v. Ventas, I nc., et al

. 9

Court, Delaware Distri ct Cou rt, and, if necessary , the Third Circ

uit, to eff ect any necessa ry corrections.
Pratt , 273 B.R. at 116 (emphasis added).
In Celotex , the Supreme Court reaffirmed the well-es tablished

rule tha t ‘perso ns subject to an injunctive order i ss ued by a court with jurisdiction are expected to obe y th at decree until it is modified or reversed, even if they ha

ve proper grou

n ds to object to the order.’
514 U.S. at 306

(quoti ng GTE Sylva nia, Inc. v Consume rs Union , 445 U. S. 375, 386 (1980)) (emphasis added). The bankruptcy

court’s injunction in Celotex , therefore, was to be honored on ly if it was acting “with jurisdiction.” Ac co rd in gl y, the Celotexcourt examined whether the Florida bankruptcy

court had jurisdiction t o enjoin the Edwardses fromprocee ding ag ainst

the th ird-party sure

ty. The Court ultimate ly

he ld that the Edwardses’ action fell within the bankruptcy

court’s jurisdiction to adjudicate matters that are “related to” a case under Title 11. Id . at 3 10; see 28 U.S.C. § 1334(b), 28 U.S.C. § 157(a). Because the Court found that the bankrup tc y c ourt did have jurisdiction, the Edwardses were barred from collaterally attacki ng the Florida b ankruptcy court’s injunction

in the fe deral c ourts of T exas. The distr ict cour

t in the pre sent cas e, by contras t, “express ly

d ec line[d] to consider whether the Bankruptcy Courtexceeded its statutory authority in g ran ting injunctive relief to Defendants.” Pratt , 273 B. R. at 116. As excerpted above, the district court stated that it was the responsibility of the Delawa

re bankr uptcy court, th e Delaw are distr ict cour t, and the Third Circuit to correct any jurisdictional errors. Id

. The district court ’s r eliance on Celotexfor the proposition 10 Pratt, et al. v. Ventas, I nc., et al

. Nos. 02-5632/5638

that litigants must go through the “proper cha nnels of t he statutorily-defined

appellate process,” id

. at 116, to cha llenge a bankruptcy c ourt’s judgment was perfectly appropriate. But the district c ourt should not have d ismissed th e Plaintif

fs’ caseunder the collateral attack do c trine with out first determining that the Delaware bankrup tcy court in fact had jurisdiction to enter

the Confir

mation Or

der. I ts failur e to do so, however , is harmle ss in light of the Plaintiffs subsequent return to th e b an kr up tc y co ur t f or th e v er y purpo se of challenging

that court’s

authority

to gran t Ventas a

full release from their claims. C. Application of res judicata While the present appeal was held in abey anc e, Plai ntiffs returned to Delaw are to lit

igate t h e ir claim that the bankruptcy

court lacked jurisdiction

to release Ventas. See In
re V encor, Inc. , 284 B.R. 79 (Bankr. D. Del. 2002). The bankruptcy

court reviewed two rounds of briefs and held two hearin gs on the myriad o f claims raised by Plaintiffs. Id. at 82. Following these proceedings, the court issued an opinion with a section dedicated spe ci fically to Plaintif

fs’ jurisdictional argume

nt. The c ourt “conclud[ed] that th e Confirmation Order

was not beyond [its] jurisdiction.” Id

. at 86.
Now that the Delaware bankruptcy court has adjud ic ated the issue of its jurisdiction in In re Vencor, Inc. , the Plain tiffs’ right to question

that dec ision in

Kentuck y is barred by b oth the collateral attack and

res judic ata doct

rines. “ A party that has ha d a n o pp or tu ni ty to litig ate the q uestion of

subjectmatter juris diction may not . . . reopen that que stion in a collateral attack upon an adverse judgment.” In s. Corp. of Ireland v. Compagnie des Bauxites de Guinee , 456 U.S. 694, 702 n.9 (1982).
Plaintiffs argue, however, that the timelines s of their motion was the real issue before the Delawa re bank ruptcyNos. 02-5632/5638 Pratt, et al. v. Ventas, I nc., et al

. 11

court, not jurisdiction. At oral argument, Plaintiffs’ counsel contended

that the court’s conclusion that it was not acting in excess o f its jurisd

iction wa s simply

dicta. We

read th e bankruptcy

court’s discussion of Plaintiffs’ j uris dictional issue not as dicta, however, but as an al ternat ive ho ldin g. After concl uding that the Plaintiffs’ motion to set aside the Confirmation Order was untimely , In re V encor, Inc., 284 B.R. at 83-84, the court stated: The [Plaintiffs ] assert that the rel ief req uested in their Motion can nonethel

ess be gr ante d. They ar gue that Rule 6 0(b )(4) permits the modification of the Confirmation Order because it was entered by this Court beyond its jurisdiction and is, therefore , void.
Id

. at 85 (emphasis ad ded ). The above -quot ed lan guage indicates that the b ankruptc y c ourt cons idered t

he Plaintif

fs’ jurisdictional claim to be an alternative basis for relief. Afte r examining that alternative ground , the court “conclude[d] that there is no basis

for an a ssertion t

hat th is Cou rt lacked jurisdiction to consider and grant the releases contained in the Plan.” Id . at 86. We therefore conclude that the bankruptcy court’ s decision in In re Vencor, Inc. is a judgment on th e merits of this jurisdictional issue. See Gillespie v. U.S. Steel Corp. , 321 F.2d 518, 529-30 (6th C ir. 19 63) (holding that where a matt er

is argued before the court, a nd the court’s opinion passes on the issue, the language is not dicta). A judgment is “any

order from which

an appeal lies.” Fed. R. Civ. P. 54(a). Because Plaint iffs d id not appeal the bankruptcy

court’s decision to the district court in Delaware, the judgment of

the bankruptcy c ourt is now final. See Chicot County Drainage

Dist. v. B axter S

tate Ba nk , 308 U.S. 371, 377 (1940) ( “The co

urt has the author

ity to pass uponits own jurisdiction and i ts decree sustaining

jurisdict ion aga inst atta ck, while open to direct review, is res judicat a in a 12 Pratt, et al. v. Ventas, I nc., et al

. Nos. 02-5632/5638

collateral action.” ); see also Trulis v. Barton , 107 F.3d 685, 691 (9th Cir. 1995) (holding that plaintiffs could not chall enge the bankruptcy c ourt’s subject matter jurisdiction b ecause they failed to

appeal t

he bankr uptcy court’ s confirmation order). The Supreme C ourt addr essed simi lar circ

umstance s in Stoll v. Gottlieb , 305 U.S. 165 (19 38) . In Stoll , a bankruptcy court confirmed

a debtor’s reorganization plan that included a releas e of the debtor’s bond guarantors. Gottlieb, one of the bondho lders, did not appear at the hearing on the reorg anizati on p lan. The plan was confirmed over the objecti on of

other bondholders, but no one appealed the confirmation

order. Instead, Gottlieb launched a two-pronged attack. He first

instituted

an action again st th e bond guarantors inthe Illinois state court system. Second, Gottlieb filed a motion to vacate the bankruptcy c ourt’s confirmation order on the basis tha

t it did not have jurisdiction to cancel the bond guaranty . T h e bankruptcy court denied Gottlieb’s con tested motion. Back in state court, the bond guara ntor s defended themselve s on th e ground that the bankruptcy court’s initial conf

irmation order and its subsequent order denying Gottlieb’s jurisdictional claim were res judicata. The Supreme Court of I

llinois found in favor of Gottlieb, but the Unit ed St ates S uprem e Cour t rever sed, e xpl ainin g: We see no reason why

a court in the absence of an allegation o f fraud in obtaining

the judg ment, shou

ld examine again the question whether the court making the earlier determinatio n o n an actual contest over jurisdiction betwee

n the par ties, did have jurisdiction of the subject matter of the litigation. In this case, the order uponthe petition to vacate the confirmat ion set tled the contest over jurisdiction.
Id . at 172.Nos. 02-5632/5638 Pratt, et al. v. Ventas, I nc., et al

. 13

Inthe pr esent case, t here ar e no al lega t ions of fraud regarding the decision handed

down in In re

Vencor, Inc . As in Stoll , Plaintiffs engaged Ventas in “a n actual contest over jurisdiction,” and th erefor e “the or der upon the petiti on to vacate the confirmation settled” this issue. See also R epublic Supply Co. v. Shoaf

, 815 F.2d 1046, 1053-54 (5th Cir. 1987) (holding that where a

bankruptcy c ourt determined that it had subject matter jurisdiction, its conf irmati on of a reorg aniz a tion plan that released a third-party guarantor had res judicata effect in a subsequent suit).
We note, moreove r, t hat the Stoll court “express[ed] no opinion as to whether the Ban kru ptcy Court did or did not have jurisdict

ion of the subject matter.” Id . at 171 n.8 . In fac t, the Supreme Court assumed that the bankruptcy court

“ did not have jurisdiction of the subject matter of the order .” Id

. at 171 (emphasis added). Whether the bankruptcy court erred in its dete rmination was immate

rial to the Court, which held that

we base our

conclusion here on the fact that in an actual controve rsy the question of th e jurisdiction over the subject matter was raised and determine d adversely to the responde nt. That determination is res judi cata of that issue in this action . . . .
Id. at 177 . We l ikewise pass no judgment on whether the Delaware bankruptcy c ourt err ed in determining that it had jurisdiction to enter the Confirmation Order and the releases contained therein. For our purposes, the fact that the De laware bankruptcy

court has decided the matter

is enough to preclude us from e ntertain ing an id entical c laim in this c ourt. 14 Pratt, et al. v. Ventas, I nc., et al

. Nos. 02-5632/5638

D. Ventas’s cross-appeal
Inits original order, the district court dismissed Pl aintiffs ’ complaint “with prejudice. ” Pratt , 273 B.R. at 116. The court subseque ntly amended its dismissa

l as be ing “without prejudice” beca

use the “order was limited solely to the question of

whet her jurisdiction was proper in the Western District of Kentucky, a

nd did n ot re ach the merits of the parties’ underlying

substantive claims.” In doing so, the court explained that it had not intended to preclude Plaintiffs from litigati n g thei r claims in an appropriate venue, i.e., the Delaware bankruptcy

court. Onits face, the motion pres ent ed by Venta s to the district cour twas brought pursuant to Rule 12(b)(6), which auth orize s a dismissal for failure to state a claim. A “dismissal for failure to state a claim unde r F ederal Rule of Civil Procedure 12(b)(6) is a

‘judgment

on the merits,’” and is therefore done wi t h prejudice. Federate d Dep’t S tores, In c. v. Moi tie , 452 U.S. 394, 399 n.3 (1981). By contrast, “a dismissal for lack of subject matte r jurisdiction does not operate as an adjudicationon the mer its f or p reclusive purposes.” Holloway v. Brush , 220 F.3d 767, 778 ( 6th

Cir. 2000) (citing Ru le 41(b ) of the Federal Rules of Civil Procedure) (quotation marks om

itted). T his court has explai

ned: The rationale behind this is that merely be cause one court does not have jurisdi ctio n over a dispute does not n ecessa rily mean that another court is precluded fro m properl y exercising jurisdiction over the matter. Mo r eover, if a court does not have jurisdiction over a matter, it cannot properly reach the merits of the case.
Wilk ins v. J akeway , 183 F.3d 528, 533 n.6 (6th Cir. 1999) (citation omitted).
Vent as is technically cor rect that the district court dismissedPl aintiffs ’ claim pursuant to Ventas’s Rule 12(b)(6)Nos. 02-5632/5638 Pratt, et al. v. Ventas, I nc., et al

. 15

motion and that s

uch dismiss als are

presumpt

ively “with prejudice.” But a plain reading of the district court’s opinion and amended order in dicates that the d istrict c ourt’s ba sis for dismissing Plaintiffs’ claim was jurisdictional in nature and was therefore “without prejudice.” Be cause the district court amended its order to be “wit

hout prej udic e,” P laintiffs were able, while the present

appeal was being

held in ab eyance, to pursue their cl aimin the Del aware bankrup tcy

court. Whether the distri ct court

erred i n amendin g its ord

er is theref ore moot. III. CONCL USION
For all the reasons set fort h above , we AFFIRM the judgment of the district court.