                                                         [DO NOT PUBLISH]


             IN THE UNITED STATES COURT OF APPEALS

                     FOR THE ELEVENTH CIRCUIT                    FILED
                       ________________________         U.S. COURT OF APPEALS
                                                          ELEVENTH CIRCUIT
                                                               July 9, 2008
                                No. 07-14903               THOMAS K. KAHN
                            Non-Argument Calendar              CLERK
                          ________________________

                     D. C. Docket No. 06-00875-CV-D

ROY LEE,


                                                               Plaintiff-Appellant
                                                                  Cross-Appellee,

NORRIS FOSTER,
JEFFERY HARRIS, et al.,


                                                                        Plaintiffs,

                                   versus

MID-STATE LAND & TIMBER COMPANY, INC.,
d.b.a. Sedgefields Plantation,

                                                          Defendant-Appellee
                                                             Cross-Appellant.
                          ________________________

                Appeal from the United States District Court
                    for the Middle District of Alabama
                      _________________________

                                (July 9, 2008)
Before BIRCH, WILSON and PRYOR, Circuit Judges.

PER CURIAM:

      Roy Lee appeals from the district court’s grant of summary judgment in

favor of Mid-State Land and Timber Company, Inc. (“Mid-State”), d/b/a

Sedgefields Plantation, in an employment discrimination lawsuit filed pursuant to

42 U.S.C. § 1981. On appeal, Lee contends that the district court erred in finding

that he failed to establish a prima facie case of race-based wage discrimination,

considering that he was the only black to hold a management position at Mid-State

and the only manager to be paid hourly, although he later became salaried. Lee

argues that he was similarly situated to Joel Norman, a white male, who worked as

quail operations manager, and was paid $70,000 per year, provided with housing, a

company truck, and insurance. Lee also states that the district court erred by

finding that the reasons proffered by Mid-State for its compensation decisions were

not pretextual. Mid-State, which cross-appeals, argues that the district court erred

in denying its motion for sanctions under Federal Rule of Civil Procedure 11.

We conclude that the district court correctly ruled that Lee failed to establish a

prima facie case of racially disparate pay because he presented no evidence of

similarly situated coworkers who were treated more favorably. The district court

also correctly found that even if Lee had established a prima facie case, he could



                                           2
not establish that Mid-State’s legitimate, nondiscriminatory reasons for its

compensation decisions were pretextual. Because Lee’s claim was not frivolous

with respect to all comparators, the district court did not abuse its discretion by

denying Mid-State’s motion for sanctions under Rule 11. Accordingly, we

AFFIRM the judgment against Lee and against Mid-State (as to its motion for

sanctions). We DENY Mid-State’s motion to strike Lee’s reply brief.

                                 I. BACKGROUND

      Lee, a black male, along with other plaintiffs, brought the present suit in

2006 against Mid-State, d/b/a Sedgefields Plantation, a hunting lodge where

sportsmen paid to engage in quail or deer hunting. In a second amended

complaint, he alleged that he was first employed by Mid-State in 2000 as a general

laborer. He was paid $10.00 per hour to work as a foreman over the deer and quail

hunting operations. Later, he worked as deer operations manager and was paid an

annual salary of $41,000 per year and received a vehicle for his use and gasoline

for work related activities, although he did not receive lodging on the property.

Lee contended that Mid-State paid him unequally based on his race. According to

Lee, Mid-State hired Joel Norman, a white male, in September 2005, to work as

quail operations manager, paid him $70,000 per year, and provided him with

housing and a company truck, even though Lee had performed that job and other



                                           3
duties. Based on this and other events, Lee requested back pay, compensatory and

punitive damages, injunctive relief, and a declaratory judgment.

      Mid-State answered and denied liability to Lee and the other plaintiffs. Mid-

State admitted employing Lee from September 2000 until May 2006, first as a

general laborer and then as foreman or manager over all hunting operations, that he

had been paid $41,633.49 per year starting on 1 January 2006, and that he received

use of a company vehicle and gasoline for work-related activities. Mid-State also

admitted hiring Joel Norman in September 2005 as the quail operations manager,

paying him $70,000 per year, giving him a truck and housing on the property, and

that Norman performed some of the same job duties previously performed by Lee.

Nevertheless, Mid-State asserted that all actions with regard to Lee were based on

legitimate, non-discriminatory, non-retaliatory considerations.

      After discovery, Mid-State moved for summary judgment. With regard to

Lee, Mid-State argued that it hired Norman to increase its wild quail population

and restore Sedgefields’s reputation. According to Mid-State, Lee could not

establish a prima facie case of racially disparate pay because he was not similarly

situated to Norman, considering education and experience involving quail hunting,

bird dog training, and plantation management. For example, Norman’s experience

helped him to implement a wild quail recovery program at Sedgefields. Even



                                          4
assuming Lee could establish a prima facie case, Mid-State argued that it had

legitimate, nondiscriminatory reasons for the difference in Lee and Norman’s pay,

namely that Norman had considerably more education and quail hunting operations

and plantation management experience than Lee, Mid-State wanted to restore the

wild quail population and return Sedgefields to its former status, and Norman

could not be lured away from his previous job for less than $70,000 per year. In

support, Mid-State submitted the affidavit of David Carroll, excerpts from

Norman’s deposition and Lee’s two depositions, the job applications of Norman

and Lee, Lee’s sworn declaration, and Lee’s resume.

       Lee opposed Mid-State’s motion for summary judgment. He contended that

even though he was in charge of deer and quail hunting operations, he was the only

black manager in Mid-State’s history and the only manager to be paid by the hour.1

When he finally received a $41,000 per year salary, he actually made less money

than before because he was not compensated for overtime. With respect to his

qualifications, Lee described himself as an avid deer and raccoon hunter who had

been working with hunting dogs his entire life. Lee was originally assigned to

work in the quail hunting crew as a back-up man responsible for holding horses,


       1
         Although Lee argues that he was the only manager to be paid hourly and every white
employee made $8.00 or more per hour and every black made $7.00 or less per hour, the record
cites provided by him contradict these statements. E.g., Dist. Dkt. No. 45, Exh. 4 at 22-26, Exh.
21.

                                                5
picking up birds, assisting guests, and serving as the guide on numerous quail

hunts. He stated that he had put out birds before a hunt and also pre-released wild

birds several months in advance of hunting season. Lee also was familiar with

preparing land for hunting, providing cover for the birds, general maintenance

operations of a hunting lodge, and operating heavy equipment, such as back-hoes,

bulldozers, and tractors. Lee stated that he worked more than 3,900 hours in 2004,

even though he earned only $45,000, because he had tremendous responsibilities.

      Lee contended that he was similarly situated to Norman because they were

employed in equal jobs, both of which were supervisory with the same number of

subordinates; yet, Norman received tens of thousands more in compensation,

housing, and health insurance. He conceded that Norman had more education and

experience, but contended that Norman did not have more hunting experience and

Lee worked far more hours. Dist. Dkt. No. 44 at 9-10. Lee did not claim that they

should have been paid equally, but stated that the large discrepancy in

compensation showed discrimination against blacks. Id. at 10. Lee argued that

Norman’s degree was not a legitimate basis for the pay disparity, considering that

Mid-State paid a wildlife biologist with a masters degree in timber management

less than Norman in that the wildlife biologist made $75,000 a year and was not

provided housing. Id.



                                          6
       In support, Lee submitted his depositions, Carrroll’s deposition testimony,

the sworn declarations of Lee and Norris Foster, Norman’s personnel file and

application, his own personnel file and application, the application and wages of

William Hubbard, Joseph May, Forest Hamm, Jeffrey Harris, and William Mack,

2003-2004 and 2005-2006 employee wage charts, Foster’s wages, Corey

Balkcom’s application, and a 2006 organizational chart for Sedgefields Plantation.

       The district court granted Mid-State’s motion for summary judgment. In an

order pertaining solely to Lee, the district court found that “[b]ased upon the

arguments presented and the authorities cited in Mid-State’s well-reasoned

memorandum of law and reply,” Lee was not similarly situated in all relevant

respects to Norman or any other Mid-State employee and, in any event, the reasons

provided by Mid-State for the pay disparity were not pretextual. Dist. Dkt. No. 54

at 2. The district court denied Mid-State’s request to enter a Rule 54(b) judgment

at that time.

       While the claims by the other plaintiffs remained pending, Mid-State moved

for sanctions, pursuant to Federal Rule of Civil Procedure 11. Mid-State argued

that the plaintiffs amended their complaint to add Lee as a plaintiff, despite

knowing that Lee’s education and work experience paled in comparison to

Norman’s and no good faith basis existed to support Lee’s claims. The district



                                           7
court denied Mid-State’s motion for sanctions without comment, and later entered

a final judgment in the case. Lee timely appealed the grant of summary judgment,

and Mid-State cross-appealed from the denial of its motion for sanctions.

                                 II. DISCUSSION

      Lee argues that the district court erred in finding that he had not established

a prima facie case of race-based wage discrimination. Specifically, he contends

that he was the only black to hold a management position at Mid-State and the only

manager to be paid hourly. Also, when he became salaried, Lee made less than

when working by the hour. Norman made $29,000 more than Lee and was

provided with lodging and health insurance, both of which Lee was never offered.

Furthermore, Norman received a $70,000 salary to perform allegedly half of the

work which Lee had performed. No black has ever lived on the Sedgefields

property. Lee argues that Mid-State utilized a two-tiered compensation system

where blacks were paid less than whites.

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

the evidence in the light most favorable to the party opposing the motion. Skrtich

v. Thorton, 280 F.3d 1295, 1299 (11th Cir. 2002). “Summary judgment is

appropriate ‘if the pleadings, depositions, answers to interrogatories, and

admissions on file, together with the affidavits, if any, show there is no genuine



                                           8
issue as to any material fact and that the moving party is entitled to a judgment as a

matter of law.’” Eberhardt v. Waters, 901 F.2d 1578, 1580 (11th Cir. 1990)

(quoting Fed.R.Civ.P. 56(c)). “A mere ‘scintilla’ of evidence supporting the

opposing party’s position will not suffice; there must be enough of a showing that

the jury could reasonably find for that party.” Brooks v. County Comm’n of

Jefferson County, Ala., 446 F.3d 1160, 1162 (11th Cir. 2006).

      Under 42 U.S.C. § 1981, “[a]ll persons within the jurisdiction of the United

States shall have the same right in every State . . . to make and enforce contracts, to

sue, be parties, give evidence, and to the full and equal benefit of all laws and

proceedings for the security of persons and property as is enjoyed by white citizens

. . . .” 42 U.S.C. § 1981. Claims of race discrimination under § 1981 are analyzed

in the same manner as disparate treatment claims brought under Title VII. Bass v.

Bd. of County Comm’rs, Orange County, Fla., 256 F.3d 1095, 1109 n.4 (11th Cir.

2001). Title VII, in turn, makes it illegal for an employer “to fail or refuse to hire

or to discharge any individual, or otherwise to discriminate against any individual

with respect to his compensation, terms, conditions, or privileges of employment,

because of such individual’s race . . . .” 42 U.S.C. § 2000e-2(a)(1). It is not

unlawful “for an employer to apply different standards of compensation, or

different terms, conditions, or privileges of employment pursuant to a bona fide



                                           9
seniority or merit system . . . .” 42 U.S.C. § 2000e-2(h); Mulhall v. Advance Sec.,

Inc., 19 F.3d 586, 597 (11th Cir. 1994) (noting that Title VII incorporates the

Equal Pay Act’s exceptions to pay discrepancy).

      Because Lee relied on circumstantial evidence, the burden-shifting

framework established in McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.

Ct. 1817, (1973), and Texas Dep’t of Cmty. Affairs v. Burdine, 450 U.S. 248, 101

S. Ct. 1089 (1981), applies to his claim of race-based wage discrimination. See

Chapman v. AI Transp., 229 F.3d 1012, 1024 (11th Cir. 2000) (en banc)

(discussing an ADEA claim); Mulhall, 19 F.3d at 597 (gender-based wage

discrimination claims). Under that framework, if a plaintiff establishes a prima

facie case of discrimination by a preponderance of the evidence, the burden shifts

to the employer to articulate a legitimate, nondiscriminatory reason for the alleged

discrimination. Mulhall, 19 F.3d at 597. If the employer does so, the plaintiff is

left with the burden of demonstrating that the employer’s proffered reason is a

pretext for discrimination, i.e., that the reason is false and discrimination is the real

reason. St. Mary’s Honor Ctr. v. Hicks, 509 U.S. 502, 515, 113 S. Ct. 2742, 2751-

52, (1993). “This formula must not be applied mechanically, but flexibly, with a

view toward the particular [] procedures and factual situation presented.” Phillips

v. Joint Legislative Comm. on Performance and Expenditure Review of the State



                                            10
of Miss., 637 F.2d 1014, 1027 (5th Cir. 1981) (discussing McDonnell Douglas

failure to hire test).

       In order to establish a prima facie case of intentional compensation

discrimination based on race, the plaintiff must establish that: (1) he belongs to a

racial minority; (2) received low wages; (3) similarly situated comparators outside

the protected class received higher compensation; and (4) he was qualified to

receive the higher wage. Cooper v. S. Co., 390 F.3d 695, 734-35 (11th Cir. 2004).

“In a comparator analysis, the plaintiff is matched with a person or persons who

have very similar job-related characteristics and who are in a similar situation to

determine if the plaintiff has been treated differently than others who are similar to

him.” Id. at 735-36 (quotation, citation, and emphasis omitted). The plaintiff must

show that he shared the same type of tasks as the comparators. Id. at 735. “A

comparator is an employee similarly situated to the plaintiff in all relevant

respects.” Rioux v. City of Atlanta, Ga., 520 F.3d 1269, 1280 (11th Cir. 2008)

(internal quotations and alteration omitted). It is not always possible to find

suitable comparators and we have noted that “if a plaintiff fails to show the

existence of a similarly situated employee, summary judgment is appropriate

where no other evidence of discrimination is present.” Id. at 1277 (quotation,

alterations, and emphasis omitted).



                                          11
       Lee did not establish a prima facie case because he failed to establish the

existence of any similarly situated comparators. See Cooper, 390 F.3d at 735.

With respect to Norman, Lee conceded that he did not have very similar job-related

characteristics, noting the differences in education and experience, and that he and

Norman should not have received the same income. Accordingly, Lee failed to

establish that he and Norman were similarly situated in all relevant respects and

may not use Norman’s wage, lodging, insurance, and salary as the basis for

alleging discrimination. See Rioux, 520 F.3d at 1280. With respect to the other

white managers, to the extent sufficiently raised in his complaint, Lee failed to

provide sufficient details regarding their qualifications and whether he and they

shared the same types of tasks. See Cooper, 390 F.3d at 735-36. Moreover, the

record suggests that not all white managers were salaried, does not address whether

they received lodging or insurance, and indicates that Lee himself once lodged at

Sedgefields on a frequent basis.2 Accordingly, the district court correctly found

that Lee failed to establish a prima facie case of wage discrimination based on race.




       2
         Lee has also failed to establish a pattern or practice claim of discrimination, to the
extent this is an issue on appeal, because pattern or practice claims may be litigated only in class
actions. See Davis v. Coca Cola Bottling Co. Consol., 516 F.3d 955, 967-69 (11th Cir. 2008).
Regardless, Lee cites no caselaw regarding such a claim in his brief and, therefore, the issue was
abandoned to the extent raised. See Flanigan’s Enters., Inc. of Georgia v. Fulton County, Ga.,
242 F.3d 976, 987 n.16 (11th Cir. 2001) (per curiam) (holding party waives an issue where party
did not elaborate or provide any citation of authority in support).

                                                 12
Finally, even assuming Lee established a prima facie case, he has failed to establish

pretext. According to Lee, Mid-State’s only basis for arguing that Norman is not a

proper comparator is Norman’s degree, an argument which fails because a

management employee is a comparator and Norman and Lee held similar titles and

performed similar duties.

      The district court found that Lee had no experience with quail hunting, quail

operations, or bird dogs before coming to Sedgefields, but Norman had 27 years of

experience in bird dog training and handling, 24 years of experience in working on

quail hunting plantations, and 7 years of experience as a plantation manager

supervising up to 20 employees. Norman also had an associate’s degree in wild

life management and experience in cultivating and maintaining wild quail

populations, both of which Lee lacked. Norman also offered Mid-State the

opportunity to expand its client base with potential customers from Norman’s

former job in Georgia, which Lee did not.

      As noted above, if a plaintiff establishes a prima facie case of discrimination

by a preponderance of the evidence, the burden shifts to the employer to articulate

a legitimate, nondiscriminatory reason for the alleged discrimination. Mulhall, 19

F.3d at 597. A plaintiff may not recast an employer’s proffered reason or

substitute his business judgment for that of the employer. Chapman, 229 F.3d at



                                         13
1030. If the reason is one that might motivate a reasonable employer, the plaintiff

must meet that reason head on and rebut it, and cannot succeed by merely

quarreling with the wisdom of that reason. Id.

      Here, Lee has failed to meet most of Mid-State’s proffered reasons head on,

regardless of whether he presented one claim or four. See id. Instead, he attempts

to substitute his business judgment for Mid-State’s by arguing that he and Norman

held similar titles and performed similar duties and, therefore, should have been

similarly compensated, even though he conceded below that Norman had more

education and experience, and that no quail hunts occurred in 2005 until after

Norman was hired. It is also worth noting that Norman left Mill Pond for

compensation reasons and, in addition to the pay raise offered by Mid-State,

received all the benefits he had received at his previous job, including insurance.

Accordingly, Lee did not show that Mid-State’s reasons were false and that the true

reason for the disparity in compensation was race, and the district court correctly

found that Lee failed to establish pretext. Chapman, 229 F.3d at 1030.

      Mid-State argues that the district court abused its discretion by denying the

motion for sanctions. According to Mid-State, in responding to its motion for

sanctions, Lee failed to discuss the applicable Rule 11 standards or explain the

reasonable basis for his claim, and the district court erred by failing to conduct the



                                          14
requisite Rule 11 inquiry and deciding not to sanction Lee. Mid-State argues that

because Lee caused it to answer and defend a frivolous claim, he violated Rule 11,

and sanctions are proper.

      We review Rule 11 sanctions for an abuse of discretion. Kaplan v.

DaimlerChrysler, A.G., 331 F.3d 1251, 1255 (11th Cir. 2003). “A district court

abuses its discretion if it applies an incorrect legal standard, follows improper

procedures in making the determination, or makes findings of fact that are clearly

erroneous.” Klay v. United Healthgroup, Inc., 376 F.3d 1092, 1096 (11th Cir.

2004) (quotation and citation omitted).

      By presenting a pleading, written motion, or other paper to the court, an

attorney certifies that, to the best of his knowledge, information, and belief, formed

after a reasonable inquiry under the circumstances, the factual contentions have

evidentiary support (or will likely have evidentiary support after a reasonable

opportunity for further investigation or discovery) and the legal contentions are

warranted by existing law or a nonfrivolous argument for extending or altering

existing law or for establishing new law. Fed. R. Civ. P. 11(b)(2-3). Rule 11

sanctions are proper:

      (1) when a party files a pleading that has no reasonable factual basis;
      (2) when the party files a pleading that is based on a legal theory that
      has no reasonable chance of success and that cannot be advanced as a



                                          15
      reasonable argument to change existing law; or (3) when the party
      files a pleading in bad faith for an improper purpose.

Worldwide Primates, Inc. v. McGreal, 87 F.3d 1252, 1254 (11th Cir. 1996)

(quotation and citation omitted). Sanctions may be imposed on the attorney, law

firm, or party if Rule 11 is violated, the offending party is provided with an

opportunity to withdraw the objectionable pleading and fails to do so, and a motion

for sanctions is filed with the court. Fed. R. Civ. P. 11(c)(1-2). A court confronted

with a motion for Rule 11 sanctions must first determine whether the claims raised

are objectively frivolous and, if they are, whether the signer of the pleadings

should have been aware of their frivolous nature. Worldwide Primates, Inc., 87

F.3d at 1254. Even if the attorney had a good faith belief that the claims were

sound, sanctions must be imposed if the attorney failed to make a reasonable

inquiry. Id.

      As noted above, the district court provided no reasons for its denial of Mid-

State’s motion for Rule 11 sanctions, and Norman was not similarly situated to Lee

for the reasons discussed supra, even if “similarly situated” is loosely defined.

Nevertheless, it was not objectively frivolous to believe that Lee was similarly

situated to other white managers, in spite of some evidence to the contrary. See

e.g., Dist. Dkt. No. 44, Exh. 4 at 22-26. In his complaint, Lee specifically

compared himself only to Norman and did not mention other white managers, but

                                          16
he did discuss a general disparity between the compensation of black and white

employees. See Dist. Dkt. No. 21 at 3-5. Based on the record before us, we cannot

conclude that the district court abused its discretion in denying the motion for Rule

11 sanctions. See Klay, 376 F.3d at 1096. Therefore, we AFFIRM the denial of

sanctions.

                                III. CONCLUSION

      For the reasons set out above we conclude that the district court properly

determined that Lee failed to establish a prima facie case of racial discrimination

and, alternatively, could not prove that Mid-State’s legitimate, nondiscriminatory

reasons for its compensation decisions were pretextual. We also discern no error

in the court’s rejection of Mid-State’s claim for Rule 11 sanctions.

      Accordingly, we AFFIRM.




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