                                                       United States Court of Appeals
                                                                Fifth Circuit
                                                             F I L E D
               IN THE UNITED STATES COURT OF APPEALS           July 31, 2007
                        FOR THE FIFTH CIRCUIT
                                                         Charles R. Fulbruge III
                      ))))))))))))))))))))))))))                 Clerk

                            No. 06-31307
                          Summary Calendar
                      ))))))))))))))))))))))))))

RICHARD E TIPTON; JAMES D URSIN; DONALD P MEACHAM; BERWICK
LAGARDE; OSWALDO RODRIGUEZ; OSCAR DORSEY

                Plaintiffs-Appellants

     v.

NORTHRUP GRUMMAN CORPORATION

                Defendant-Appellee


           Appeal from the United States District Court
               for the Eastern District of Louisiana
                          No. 2:06-CV-4715



Before DeMOSS, STEWART, and PRADO, Circuit Judges.

Per Curiam:*

     Appellants Richard E. Tipton, James D. Ursin, Donald P.

Meacham, Berwick Lagarde, Oswaldo Rodriguez, and Oscar Dorsey

(collectively, “Plaintiffs”) are current and former employees at

an Avondale, Louisiana shipbuilding facility operated by Northrup

Grumman Ship Services, Inc. (“NGSS”), a subsidiary of Northrup



     *
       Pursuant to 5TH CIRCUIT RULE 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5TH CIRCUIT
RULE 47.5.4.

                                  1
Grumman Corporation (“NGC”). Plaintiffs filed suit against NGC,

claiming that NGC had discriminated against them by

misclassifying them and by paying them less than they deserved,

given the value and difficulty of the work they perform. On the

basis of this alleged discrimination, Plaintiffs asserted claims

against NGC under the Americans with Disabilities Act (“ADA”), 42

U.S.C. § 12101 et seq., Title VII of the Civil Rights Act of

1964, 42 U.S.C. § 2000e et seq., and the Longshore & Harbor

Workers’ Compensation Act (“LHWCA”), 33 U.S.C § 901 et seq.

     NGC filed a motion to dismiss, or alternatively for summary

judgment, on the bases that (1) NGC was not Plaintiffs’ employer

and was therefore not a proper defendant; (2) Plaintiffs

improperly served NGC; (3) the district court lacked personal

jurisdiction over NGC; (4) Plaintiffs’ claims were time-barred;

(5) Plaintiffs failed to state an ADA or LHWCA claim; and (6)

Plaintiffs’ complaint violated Federal Rule of Civil Procedure

8(a). The district court granted NGC’s motion for summary

judgment on the basis that NGC was not a proper defendant in the

suit. For the reasons that follow, we AFFIRM.

             I. JURISDICTION AND STANDARD OF REVIEW

     The district court’s November 28, 2006 ruling was a final

judgment that disposed of all of Plaintiffs’ claims. Accordingly,

this court has jurisdiction pursuant to 28 U.S.C. § 1291. We

review a district court’s grant of summary judgment de novo,



                                2
applying the same standards as the district court.   Dallas County

Hosp. Dist. v. Assocs. Health & Welfare Plan, 293 F.3d 282, 285

(5th Cir. 2002). Summary judgment is proper when the “pleadings,

depositions, answers to interrogatories, and admissions on file,

together with the affidavits, if any, show that there is no

genuine issue as to any material fact and that the moving party

is entitled to a judgment as a matter of law.”   FED. R. CIV. P.

56(c). A dispute about a material fact is genuine if the evidence

is such that a reasonable fact-finder could return a verdict for

the non-moving party.   Anderson v. Liberty Lobby, Inc., 477 U.S.

242, 248 (1986).   When deciding whether there is a genuine issue

of material fact, this court must view all evidence in the light

most favorable to the non-moving party.   Daniels v. City of

Arlington, 246 F.3d 500, 502 (5th Cir. 2001).

     The party moving for summary judgment “bears the initial

responsibility of informing the district court of the basis for

its motion, and identifying those portions of [the record] which

it believes demonstrate the absence of a genuine issue of

material fact.” Celotex Corp. v. Catrett, 477 U.S. 317, 323

(1986). Once the movant meets this burden, the burden shifts to

the non-movant “to make a showing sufficient to establish the

existence of an element essential to that party’s case, and on

which that party will bear the burden of proof at trial.” Id. at

322. “[M]ere allegations or denials” will not defeat a well-

supported motion for summary judgment. FED. R. CIV. P. 56(e);

                                 3
Morris v. Covan Worldwide Moving, Inc., 144 F.3d 377, 380 (5th

Cir. 1998). Likewise, “unsubstantiated or conclusory assertions

that a fact issue exists” do not meet this burden. Morris, 144

F.3d at 380. Rather, the non-movant must come forward with

“specific facts” that establish that there is a genuine issue for

trial. FED. R. CIV. P. 56(e); Littlefield v. Forney Indep. Sch.

Dist., 268 F.3d 275, 282 (5th Cir. 2001).

                          II. DISCUSSION

     NGC argued in its motion to dismiss/motion for summary

judgment and maintains on appeal that it was improperly named as

a defendant because Plaintiffs were employed not by NGC, but by

NGSS. NGC argues that “[b]ecause NGSS is the entity that received

services from the Appellants and in return, compensated them,

NGSS is their employer as a matter of law.” NGC further claims

that “[a]t no time did Appellants ever work for NGC, nor did NGC

ever pay Appellants’ salaries.”

     In support of its motion to dismiss/motion for summary

judgment, NGC submitted the declaration (“Barney Declaration”) of

Kristen Barney, the human resources site director for NGSS. In

this declaration, Barney made the following statements:

     Plaintiffs provided services to, and were paid by, NGSS.
     Plaintiffs have never provided services to NGC and have
     never been paid by NGC . . . .

     NGC is not registered to do,      and   does   not   conduct,
     business in Louisiana . . . .

     NGSS is adequately capitalized and responsible for its own

                                  4
     daily operations. NGC does not finance the operations of
     NGSS, it does not pay the salary or expenses for NGSS, and
     it does not use the property of NGSS as its own . . . .

     There are no interrelated operations between NGC and NGSS,
     no centralized control of labor relations, no common
     management, and no common ownership or financial control.
     NGC and NGSS observe all required corporate formalities
     and keep their daily operations separate from that of
     their subsidiaries or related entities. NGSS has its own
     labor relations department that is separate from NGC and
     controls its own labor relations matters.

     The district court held that the Barney Declaration “is

sufficient to shift to plaintiffs the burden of showing that NGC

is a proper defendant.” The district court then reviewed the

evidence submitted by Plaintiffs in response to NGC’s motion and

concluded that “Plaintiffs have offered no evidence which

contravenes Ms. Barney’s declaration and creates a genuine issue

of material fact as to whether NGC is the alter ego of NGSS.”

Accordingly, the district court granted NGC’s motion for summary

judgment.   Plaintiffs now appeal this decision, contending that

NGC is a proper defendant.

     The doctrine of limited liability creates a strong

presumption that a parent corporation is not the employer of its

subsidiary’s employees. Lusk v. Foxmeyer Health Corp., 129 F.3d

773, 778 (5th Cir. 1997). However, “[i]n civil rights actions,

‘superficially distinct enterprises may be exposed to liability

upon a finding that they represent a single, integrated

enterprise: a single employer.’” Schweitzer v. Advanced

Telemarketing Corp., 104 F.3d 761, 763 (5th Cir. 1997) (quoting

                                 5
Trevino v. Celanese Corp., 701 F.2d 397, 404 (5th Cir. 1983)). To

determine whether a parent corporation and its subsidiary may be

regarded as a “single employer” in the context of civil rights

cases, this court in Trevino adopted the four-part analysis

originally created by the Supreme Court for labor disputes in

Radio Union v. Broadcast Service, 380 U.S. 255, 257 (1965). See

Lusk, 129 F.3d at 777. Trevino’s four-part test examines: (1)

interrelation of operations, (2) centralized control of labor

relations, (3) common management, and (4) common ownership or

financial control. Trevino, 701 F.2d at 404. The second of these

factors is deemed most important, with courts refining their

analysis to the question: “what entity made the final decisions

regarding employment matters related to the person[s] claiming

discrimination?” Schweitzer, 104 F.3d at 764 (quoting Trevino,

701 F.2d at 404); see also Lusk, 129 F.3d at 777 (“This analysis

ultimately focuses on the question whether the parent corporation

was a final decision-maker in connection with the employment

matters underlying the litigation.”).

     We agree with the district court that NGC satisfied its

burden as summary judgment movant of pointing to evidence

demonstrating the absence of a genuine issue of material fact

regarding whether NGC was a proper defendant. The Barney

Declaration provides evidence that there was no interrelation of

operations, centralized control of labor or employment decisions,



                                6
common management, or common ownership or financial control

between NGSS and NGC. The Barney Declaration thus indicates that

NGSS and NGC were not a single employer with respect to

Plaintiffs. We also agree with the district court that Plaintiffs

did not satisfy their burden of coming forth with “specific

facts” that would establish that a genuine issue of fact exists

regarding whether NGC is their employer.

     In their memorandum in opposition to NGC’s motion,

Plaintiffs simply contended, “We were lead to believe our

employment extend[ed] through NGSS to NGC.” Plaintiffs attributed

their belief to “statements made orally and written by both NGC

and NGSS.” As examples of such statements, Plaintiffs claimed

that “[Plaintiff Tipton] ha[s] received documents with both NGC

and NGSS or no defining difference” and that Barney informed

Tipton that “she was directed to investigate [Tipton’s] concerns”

by personnel at NGC’s Los Angeles headquarters. In further

support of their memorandum, Plaintiffs submitted certain press

releases and employee newsletters from NGC, news articles about

NGC, printouts from NGC’s corporate website, and copies of

correspondence to and about Tipton by NGC attorneys regarding

complaints he had made.

     Plaintiffs’ evidence in no way refutes the relevant portions

of the Barney Declaration, nor does it establish that there are a

genuine issues of fact regarding whether NGSS and NGC had



                                7
interrelated operations, centralized control of labor or

employment decisions, common management, or common ownership or

financial control. Plaintiffs’ evidence certainly does not

establish that there is a genuine issue of fact regarding the

crucial question of whether NGC was the final decision-maker in

connection with the employment matters about which Plaintiffs

complain. We therefore hold that Plaintiffs did not meet their

summary judgment burden and that the district court did not err

in granting summary judgment for NGC on the basis that NGC is not

a proper defendant.

     AFFIRMED.




                                8
