United States Court of Appeals

for the Fifth Circuit

No. 19-51074

Dana White, individually and on behalf of all others similarly situated, 

Plaintiff—Appellant,

versus

U.S. Corrections, L.L.C.; US Corrections, L.L.C.; South 

East Employee Leasing, Incorporated, 

Defendants—Appellees.

Appeal from the United States District Court

for the Western District of Texas

USDC No. 1:19-CV-390

Before Elrod, Duncan, and Wilson, Circuit Judges.

Cory T. Wilson, Circuit Judge:

Dana White filed suit on behalf of herself and other employees against 

her former employer, US Corrections, L.L.C. (USC), and two other entities,

alleging an overtime-pay claim and a recordkeeping claim under the Fair 

Labor Standards Act (FLSA). The district court dismissed both claims under

Rule 12(b)(6) and entered judgment in favor of USC and the company’s

United States Court of Appeals

Fifth Circuit

FILED

May 3, 2021

Lyle W. Cayce

Clerk

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payroll administrator, South East Personnel Leasing, Inc. (South East).

1

 

On appeal, White challenges the dismissal of her overtime-pay claim 

and, relatedly, the district court’s denial of her motion for partial summary 

judgment.2 Both rulings were grounded on the applicability of the Motor 

Carrier Act (MCA) exemption to White’s overtime-pay claim. 29 U.S.C. 

§§ 207(a)(1), 213(b)(1). The district court concluded that the MCA 

exemption defeated White’s claim. White contends that the Interstate 

Transportation of Dangerous Criminals Act of 2000 (“Jeanna’s Act”), 34 

U.S.C. §§ 60101–60104, precludes the applicability of the MCA exemption

to her and others involved in transporting prisoners, such that they are not 

exempted from the FLSA’s overtime-pay requirements. 

We agree with the district court that the MCA exemption governs

White’s job with USC. But we nonetheless conclude that the district court 

erred when it dismissed White’s overtime-pay claim at the pleading stage. 

We therefore reverse and remand for further proceedings.

I.

USC employed White as an extradition officer from June 2018 to 

January 2019. In that role, White transported prisoners between prisons and 

other facilities in passenger vans. White alleges she and other similarlysituated extradition officers often worked more than forty hours per week

1 South East Personnel Leasing, Inc. asserts that it was erroneously designated in 

White’s complaint as “South East Employee Leasing, Inc.” For the sake of simplicity, we 

refer to the defendant-appellee as “South East.”

2 White does not challenge the district court’s dismissal of her recordkeeping 

claim. While we lack jurisdiction to address the district court’s interlocutory order denying 

White’s motion for partial summary judgment, as we will explain, the same legal issue 

undergirds both of the court’s rulings.

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while employed at USC. She also alleges that she and others were not paid 

overtime for hours worked in excess of forty hours per week.

White filed the instant action against USC, South East, and U.S. 

Corrections, L.L.C.3 on April 5, 2019. In her complaint, White alleged the 

defendants failed to pay overtime compensation in violation of the FLSA, 29 

U.S.C. § 207(a)(1), and likewise failed to maintain accurate time and pay 

records, id. § 211(c). South East filed an answer to White’s complaint. USC 

filed a motion to dismiss White’s claims under Federal Rule of Civil 

Procedure 12(b)(6) and attached two exhibits: (1) a Federal Register 

publication (USC’s Notice of Approval from the Surface Transportation 

Board) and (2) information from the Federal Motor Carrier Safety 

Administration (FMCSA) Safety and Fitness and Electronic Records 

(SAFER) System.

USC asserted that White and other putative class members were 

excluded from the FLSA’s overtime-pay requirements because their jobs fell 

within the MCA exemption, which excepts certain employees whose job 

duties affect the safety and operation of vehicles in transportation from 

earning overtime pay. 29 U.S.C. § 213(b)(1); see Levinson v. Spector Motor 

Serv., 330 U.S. 649, 685 (1947). To support this assertion, USC relied on 

facts purportedly substantiated by the exhibits attached to its dispositive 

motion. USC also contended that it was subject to the Department of 

Transportation’s regulatory purview—a requirement for the MCA 

exemption to apply—under Jeanna’s Act, which governs private prisoner 

transportation entities. 34 U.S.C. § 60103. As for White’s recordkeeping 

3 It is unclear from the record whether U.S. Corrections, L.L.C. is an actual 

company or merely a misnomer for USC. Regardless, the district court clerk ordered an 

entry of default against U.S. Corrections, L.L.C. on July 8, 2019, and the entity is not a 

party to this appeal.

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claim, USC argued that no private cause of action existed for the alleged 

violation.

White opposed USC’s motion, asserting that at the Rule 12(b)(6) 

stage, it was improper for the district court to consider matters outside of her 

complaint (i.e., USC’s proffered exhibits and the factual statements 

predicated on them) to conclude that she was an exempt employee under the 

MCA exemption.4 She alternatively requested the district court either to 

“postpone disposition” until trial, allow the parties to conduct discovery, or 

grant her leave to file an amended complaint. South East filed an amended 

answer in lieu of its own dispositive motion, adopting USC’s arguments and

interposing the MCA exemption as an affirmative defense.

While USC’s motion to dismiss was pending, White filed a separate 

motion for partial summary judgment. In her motion, White in essence 

argued the converse of USC’s motion, namely that Jeanna’s Act precluded

the Department of Transportation’s regulatory authority over private 

prisoner transportation companies, so that the MCA exemption could not 

apply to employees of private prisoner transportation companies. As a result,

USC owed White and similarly-situated employees overtime pay for hours 

worked in excess of forty hours per week. USC opposed White’s motion and 

attached a series of exhibits to its response.

5

 The district court referred both

4 White also argued that USC improperly raised the MCA exemption as an 

affirmative defense by failing to plead the defense in its answer. She reiterates this

argument on appeal. Federal Rule of Civil Procedure 8(c) requires defendants to plead 

affirmative defenses in their responsive pleading. Fed. R. Civ. Proc. 8(c)(1); Pasco ex 

rel. Pasco v. Knoblauch, 566 F.3d 572, 577 (5th Cir. 2009). But USC preserved its affirmative 

defense by raising it in its initial response to the complaint, i.e., its Rule 12(b)(6) motion. 

White’s argument is therefore without merit.

5 USC reattached the exhibits included its Rule 12(b)(6) motion to dismiss and 

attached the following additional exhibits: (1) Driver Logs; (2) USC’s Department of 

Transportation permit; (3) FMCSA Safety Measurement System (SMS) information; (4) 

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USC’s motion to dismiss and White’s motion for partial summary judgment 

to a magistrate judge for recommendation.

The magistrate’s recommendations to the district court were a bit 

muddled. The magistrate recommended that USC’s motion to dismiss be 

denied as to White’s overtime-pay claim because White “alleged a plausible 

claim for relief under § 207(a)(1).” But somewhat inconsistently, the 

magistrate also concluded that “the MCA applies. . . and [White’s] overtime 

compensation claim under § 207(a)(1) fails as a matter of law and must be 

dismissed.” As to White’s recordkeeping claim under 29 U.S.C. § 211(c), 

the magistrate recommended that USC’s motion to dismiss be granted. 

Finally, the magistrate recommended denying White’s motion for partial 

summary judgment.

On November 18, 2019, the district court, without addressing the 

inconsistency in the magistrate judge’s recommendations, accepted and 

adopted them. 6 The district court entered an order that denied White’s 

motion for partial summary judgment and granted USC’s Rule 12(b)(6) 

motion to dismiss, concluding that Jeanna’s Act did not preclude the 

application of the MCA exemption to employees of private prisoner 

transportation companies, the MCA exemption applied to White, and no 

private cause of action existed for White’s recordkeeping claim. The district 

court then dismissed all of White’s claims against all three defendants with 

prejudice. This appeal followed.

an SMS inspection report; and (5) a Federal Register publication (Attorney General Rule 

and Regulation).

6 Perhaps a result of this lack of clarity, the parties dispute whether the district 

court dismissed White’s claims under Rule 12(b)(6) or Rule 56(f). Though the record is 

admittedly confusing, we construe the district court’s dismissal of White’s claims to have 

occurred pursuant to Rule 12(b)(6).

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II.

A district court’s grant of a Rule 12(b)(6) motion to dismiss is 

reviewed de novo. Vizaline, L.L.C. v. Tracy, 949 F.3d 927, 931 (5th Cir. 

2020). We accept all well-pled facts as true, construing all reasonable 

inferences in the complaint in the light most favorable to the plaintiff. Heinze 

v. Tesco Corp., 971 F.3d 475, 479 (5th Cir. 2020). “But we do not accept as 

true conclusory allegations, unwarranted factual inferences, or legal 

conclusions.” Id. (internal quotation marks and citations omitted). “To 

survive a Rule 12(b)(6) motion to dismiss, a complaint ‘does not need 

detailed factual allegations,’ but must prove the plaintiff’s grounds for 

entitlement to relief—including factual allegations in a complaint that when 

assumed to be true ‘raise a right to relief above the speculative level.’” 

Cuvillier v. Taylor, 503 F.3d 397, 401 (5th Cir. 2007) (quoting Bell Atl. Corp. 

v. Twombly, 550 U.S. 544, 555 (2007)). 

III.

We first address White’s argument that Jeanna’s Act precludes 

application of the MCA exemption to private prisoner transportation 

companies and their employees. 7 Then, with the controlling legal issue 

clarified, we discuss whether dismissal of White’s overtime-pay claim was 

proper at the pleading stage.

7 We reject USC’s assertion that White “abandon[ed]” her statutory-construction 

argument on appeal. As South East noted in its principal brief, both USC’s motion to 

dismiss and White’s motion for partial summary judgment centered around whether the 

MCA exemption applied to White and others similarly situated, whether by operation of 

Jeanna’s Act or otherwise. And, as noted above, the parties’ arguments regarding the 

MCA exemption are essentially two sides of the same coin. Further, the district court 

considered White’s argument—whether Jeanna’s Act precludes the applicability of the 

MCA exemption to employees of private prisoner transportation companies—before 

dismissing her claims under Rule 12(b)(6). 

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A.

The first issue—whether Jeanna’s Act renders the MCA exemption 

inapplicable to private prisoner transportation companies and their

employees, such that they are not exempt from the FLSA’s overtime-pay 

requirements—appears to be a question of first impression for this court. 

The district court found that the MCA exemption applied to White and 

employees like her, and we agree that the MCA exemption governs White’s 

job with USC.

The FLSA ordinarily requires employers to pay overtime to 

employees who work in excess of forty hours per week. 29 U.S.C. 

§ 207(a)(1). If an employer violates this rule, it is “liable to the employee or 

employees affected in the amount of their . . . unpaid overtime compensation 

. . . and in an additional equal amount as liquidated damages.” Parrish v. 

Premier Directional Drilling, L.P., 917 F.3d 369, 379 (5th Cir. 2019) (quoting

29 U.S.C. § 216(b)). The overtime-pay rule is subject to several enumerated 

exemptions, however. See 29 U.S.C. § 213. “[T]he employer bears the 

burden to establish a claimed exemption” applies to the claimant. Olibas v. 

Barclay, 838 F.3d 442, 448 (5th Cir. 2016) (quoting Allen v. Coil Tubing 

Servs., L.L.C., 755 F.3d 279, 283 (5th Cir. 2014)).

Relevant here, the MCA exemption, 29 U.S.C. § 213(b)(1), provides 

that an employee is exempt from the FLSA’s overtime pay requirement if 

“the Secretary of Transportation has power to establish qualifications and 

maximum hours of service pursuant to the provisions of section 31502 of 

Title 49.” Section 31502, in turn, delineates “motor carrier[s]” and “motor 

private carrier[s]” as two types of employers entitled to the MCA exemption. 

49 U.S.C. § 31502(b)(1), (b)(2). The Secretary of Transportation “need only 

possess the power to regulate the employees at issue; it need not actually 

exercise that power for the [MCA] exemption to apply.” Songer v. Dillon 

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Res., Inc., 618 F.3d 467, 472 (5th Cir. 2010) (alteration in original) (citation 

omitted). 

The Department of Transportation has promulgated regulations that 

interpret the statutory requirements of the MCA exemption. See 29 C.F.R. 

§§ 782.0–782.8. Here, the pertinent regulation is 29 C.F.R. § 782.2(a), 

which states that the applicability of the MCA exemption to a particular

employee “depends both on the class to which his employer belongs and on 

the class of work involved in the employee’s job.” The rule further explains 

that the Secretary of Transportation may establish the qualifications and 

maximum hours or service for employees of “motor carrier[s]” and “motor 

private carrier[s]” who 

(1) [a]re employed by carriers whose transportation of 

passengers or property by motor vehicle is subject to [the 

Secretary of Transportation’s] jurisdiction under section 204 

of the Motor Carrier Act, [and]

(2) engage in activities of a character directly affecting the 

safety and operation of motor vehicles in the transportation on 

the public highways of passengers or property in interstate or 

foreign commerce within the meaning of the Motor Carrier 

Act.

29 C.F.R. § 782.2(a); see Allen, 755 F.3d at 283 (noting that for the MCA 

exemption to apply, an employee must “meet both of these requirements”).

Against this backdrop, we turn to White’s argument. As she did in 

the district court, White focuses her argument on appeal only on the first 

requirement of 29 C.F.R. § 782.2(a)—whether she is subject to the Secretary 

of Transportation’s jurisdiction. Specifically, she contends that under 

Jeanna’s Act, the Attorney General (as opposed to the Secretary of 

Transportation) is exclusively empowered to establish the qualifications and 

maximum hours of service for employees who work for private prisoner 

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transportation companies. Put simply, White asserts that because Jeanna’s 

Act explicitly authorizes the Attorney General to regulate employees of 

private prisoner transportation companies, the Department of 

Transportation does not have such authority, and the MCA exemption thus 

cannot exempt her and others from overtime pay. In support of this 

contention, White primarily relies upon 34 U.S.C. § 60103(a) of Jeanna’s 

Act, which states that “the Attorney General, in consultation with the 

American Correctional Association and the private prisoner transport 

industry, shall promulgate regulations relating to the transportation of violent 

prisoners in or affecting interstate commerce.” 

White thus posits an “either/or” proposition. But we conclude that 

the interplay between the MCA exemption and Jeanna’s Act is correctly 

construed to be “both/and” regarding employers like USC (and employees 

like White). In other words, the Attorney General’s authority to regulate the 

transportation of violent prisoners in interstate commerce does not obviate 

the Secretary of Transportation’s authority to regulate employees of “motor 

carrier[s]” and “motor private carrier[s]” as contemplated by the MCA 

exemption. The MCA exemption and Jeanna’s Act are not mutually 

exclusive, and White’s job with USC falls under the purview of both. 

The regulations promulgated by the Attorney General under Jeanna’s 

Act bear out this conclusion. See 28 C.F.R. §§ 97.1–97.30. In 28 C.F.R. 

§ 97.1, the Attorney General detailed the scope of Jeanna’s Act, namely that 

the Act “provide[s] minimum security and safety standards for private 

companies that transport violent prisoners on behalf of State and local 

jurisdictions.” In 28 C.F.R. § 97.13, which refers to the maximum driving 

time of employees of private prisoner transportation companies, the 

Attorney General explained:

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Companies covered under [Jeanna’s Act] must adhere to the 

maximum driving time provisions applicable to commercial 

motor vehicle operators, as set forth in Department of 

Transportation regulations at 49 C.F.R. § 395.3 which will 

apply regardless of whether a private prisoner transport 

company is covered by Department of Transportation 

regulations.

And, in 28 C.F.R. § 97.22, the Attorney General clarified that the regulations 

implementing Jeanna’s Act “do not pre-empt any applicable federal . . . law 

that may impose additional obligations on private prisoner transport 

companies or otherwise regulate the transportation of violent prisoners.”

The text of these regulations does not support White’s argument that 

Jeanna’s Act removes her class of workers from the regulatory reach of the 

Department of Transportation (and in turn, from the reach of the MCA 

exemption). To the contrary, the regulations indicate that employees of 

private prisoner transportation companies are regulated by both the 

Department of Transportation and the Department of Justice. Jeanna’s Act 

sets a baseline for private prisoner transportation companies. But by their 

terms, neither Jeanna’s Act nor its implementing regulations supplant the 

Secretary of Transportation’s authority to regulate employees of private 

prisoner transportation companies who happen also to fit within the 

definition of the MCA. We therefore agree with the district court that, 

Jeanna’s Act notwithstanding, the MCA exemption of the FLSA governs 

private prisoner transportation companies and their employees like White.

B.

Still, two questions remain. The first is whether White failed to state 

a claim upon which relief can be granted. The second, relatedly, is whether 

the MCA exemption forecloses White’s claim based on the pleadings. 

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To state a prima facie overtime-pay claim under 29 U.S.C. 

§ 207(a)(1), a plaintiff must plausibly allege: (1) that an employer-employee 

relationship existed during the time that she worked in excess of forty hours 

per week; (2) that she engaged in activities covered by the FLSA; (3) that the 

employer violated the FLSA’s overtime-wage requirements; and (4) the 

amount of overtime-pay due. E.g., Johnson v. Heckmann Water Res. (CVR), 

Inc., 758 F.3d 627, 630 (5th Cir. 2014) (collecting cases). 

White’s complaint meets these requirements. First, White alleges 

that she worked for USC as an extradition officer from June 2018 to January 

2019 and that during her employment, she “regularly” worked in excess of 

forty hours per week. Second, she alleges that she engaged in activities 

covered by the FLSA, specifically, that she “engaged in commerce” in her 

job with USC because she transported prisoners between prisons and other 

facilities “in passenger vans weighing less than 10,001 pounds.” See 29 

U.S.C. § 207(a)(1); see also Carley v. Crest Pumping Techns., L.L.C., 890 F.3d 

575, 579–82 (5th Cir. 2018) (clarifying that the MCA exemption does not 

apply to certain employees who operate motor vehicles weighing less than 

10,001 pounds). Lastly, White alleges that she and other similarly-situated 

employees were paid on an hourly basis but that she was “paid for her 

overtime at a rate less than one and one-half times the regular rate at which 

she was [] employed in violation of the FLSA.” Crediting her complaint’s 

allegations most favorably to her, as we must in weighing a Rule 12(b)(6) 

motion, White thus plausibly pled a prima facie claim for relief under the 

FLSA.

Indeed, this conclusion is consistent with the recommendation of the 

magistrate judge, adopted by the district court, that USC’s motion to dismiss 

should be denied. We diverge from the district court, however, on the 

question of whether the MCA exemption nonetheless forecloses White’s 

claim at the pleading stage. Following the magistrate judge’s 

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recommendation, the district court concluded that it did and dismissed 

White’s claim with prejudice. But this ruling was premature in this case. 

While USC adequately raised the MCA exemption as an affirmative 

defense to White’s claim, “[i]f the employer claims ‘that the suing employee 

is exempt from the overtime requirement,’ then the employer ‘has the 

burden of proving that the employee falls within the claimed exempted 

category.’” Johnson, 758 F.3d at 630 (quoting Samson v. Apollo Res., Inc., 242 

F.3d 629, 636 (5th Cir. 2001)). USC attempted to meet this burden by 

attaching several exhibits to its motion to dismiss (and to its response to 

White’s motion for partial summary judgment). But the “determination as 

to whether an employee is exempt under the [FLSA] is primarily a question 

of fact” typically better suited for summary judgment. Dalheim v. KDFWTV, 918 F.2d 1220, 1224 (5th Cir. 1990) (alteration in original) (quoting 

Blackmon v. Brookshire Grocery Co., 835 F.2d 1135, 1137 (5th Cir. 1988)); 

accordAston v. Glob. Prisoner Servs., LLC, No. 16-CV-420, 2016 WL 4079547, 

at *4 (W.D. Tex. July 29, 2016) (holding that applicability of the MCA 

exemption “is a fact-based assertion that goes to the merits of [p]laintiff’s 

claims and requires factual determinations not appropriate on a motion to 

dismiss”). This is just such a typical case. 

To sum it up: The district court correctly construed the law to 

determine that the MCA exemption governs the relationship between White 

and USC, irrespective of Jeanna’s Act and itsimplementing regulations. But 

it was error to apply the MCA exemption to foreclose the otherwise plausible 

FLSA overtime-pay claim alleged by White in her complaint, at least at the 

pleading stage. Accordingly, the district court’s dismissal of White’s 

overtime-pay claim is 

 REVERSED and REMANDED.

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