                                                                         FILED
                                                              United States Court of Appeals
                                                                      Tenth Circuit

                                                                  December 15, 2008
                      UNITED STATES COURT OF APPEALS
                                                   Elisabeth A. Shumaker
                                                                      Clerk of Court
                             FOR THE TENTH CIRCUIT


    HAROLD R. LITTLE,

                Plaintiff-Appellant,

    v.                                                    No. 08-4108
                                                  (D.C. No. 2:07-CV-00943-TS)
    STATE FARM MUTUAL                                       (D. Utah)
    AUTOMOBILE INSURANCE
    COMPANY; STATE FARM LIFE
    INSURANCE COMPANY; STATE
    FARM FIRE AND CASUALTY
    COMPANY; STATE FARM
    GENERAL INSURANCE COMPANY,

                Defendants-Appellees.


                             ORDER AND JUDGMENT *


Before KELLY, PORFILIO, and O’BRIEN, Circuit Judges.


         Plaintiff Harold R. Little appeals from the district court’s order dismissing

his complaint under Fed. R. Civ. P. 12(b)(6) for failure to state a claim. We have

jurisdiction under 28 U.S.C. § 1291 and affirm.


*
       After examining the briefs and appellate record, this panel has determined
unanimously that oral argument would not materially assist the determination of
this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is
therefore ordered submitted without oral argument. This order and judgment is
not binding precedent, except under the doctrines of law of the case, res judicata,
and collateral estoppel. It may be cited, however, for its persuasive value
consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1.
      Mr. Little owned an independent insurance company and worked under a

contract with the defendant State Farm companies as an insurance agent for more

than thirty years. In 2000, State Farm made a demand on its agents to sign new

agreements containing trade secret and non-compete provisions. Mr. Little

resisted pressure from State Farm to sign the new agreement. In December 2000,

he joined other agents in a class action lawsuit in California state court

challenging the propriety of State Farm imposing the new terms. In an attempt to

compromise with State Farm, however, he signed the new agreement, but added a

provision reserving his rights under his original contract. State Farm refused his

offer and terminated his contract effective October 31, 2001.

      On October 26, 2007, Mr. Little filed this suit against State Farm in Utah

state court, asserting claims for breach of contract, breach of the implied covenant

of good faith and fair dealing, and unlawful termination of contract in violation of

Utah law and public policy. State Farm removed the case to federal court. The

district court held that although the California litigation ultimately resulted in a

January 4, 2007, decision from a California Court of Appeal holding that State

Farm’s new trade secret and non-compete provisions were improper, the at-will

nature of Mr. Little’s original contract allowed State Farm to terminate it,

defeating his claims for breach of contract and breach of the implied covenant of

good faith and fair dealing. In addition, the district court held that Mr. Little’s

claim for unlawful termination under state law was untimely.

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      We review a dismissal under Rule 12(b)(6) de novo, “accepting all

well-pleaded factual allegations in the complaint as true.” Howard v. Waide,

534 F.3d 1227, 1242-43 (10th Cir. 2008). To withstand State Farm’s motion to

dismiss, Mr. Little’s “complaint must contain enough allegations of fact ‘to state

a claim to relief that is plausible on its face.’” Robbins v. Okla. ex rel. Dep’t of

Soc. Servs., 519 F.3d 1242, 1247 (10th Cir. 2008) (quoting Bell Atlantic Corp. v.

Twombly, 127 S. Ct. 1955, 1974 (2007)). “‘Factual allegations must be enough to

raise a right to relief above the speculative level.’” Id. (quoting Bell Atlantic

Corp., 127 S. Ct. at 1965).

      Mr. Little argues on appeal that: (1) State Farm used the termination

process to enforce a breach of the other provisions of his contract; and (2) State

Farm’s defense that it could terminate Mr. Little’s contract at will is not tenable

in these circumstances. We have carefully reviewed the district court’s order in

light of the parties arguments, the record on appeal, and the governing law.

Mr. Little does not dispute that his contract with State Farm was terminable at

will, and we are therefore unpersuaded by Mr. Little’s arguments that the district




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court erred by dismissing his complaint. We affirm for substantially the reasons

stated by the district court.

      The judgment of the district court is AFFIRMED.


                                                   Entered for the Court



                                                   Terrence L. O’Brien
                                                   Circuit Judge




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