UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 20-2098

TERESA M. SPEAKS; TOBY SPEAKS; STANLEY SMITH; EDDIE BROWN; ROBERT POINDEXTER; MIKE MITCHELL; ROY L. COOK; ALEX SHUGART; H. RANDLE WOOD; ROBIN ROGERS; DANIEL LEE NELSON,

Plaintiffs - Appellants,

v. U.S. TOBACCO COOPERATIVE, INC., f/k/a Flue-Cured Tobacco Cooperative Stabilization Corporation,

Defendant - Appellee.

Appeal from the United States District Court for the Eastern District of North Carolina, at Raleigh. James C. Dever III, District Judge. (5:12-cv-00729-D)

Argued: March 10, 2022 Decided: April 19, 2022

Before GREGORY, Chief Judge, and THACKER and QUATTLEBAUM, Circuit Judges.

Affirmed by published opinion. Judge Quattlebaum wrote the opinion, in which Chief Judge Gregory and Judge Thacker joined.

ARGUED: Gary K. Shipman, SHIPMAN & WRIGHT, LLP, Wilmington, North Carolina, for Appellants. Lee Michael Whitman, WYRICK ROBBINS YATES & PONTON LLP, Raleigh, North Carolina, for Appellee. ON BRIEF: William G. Wright, Sr., SHIPMAN & WRIGHT, LLP, Wilmington, North Carolina, for Appellants. Benjamin N. Thompson, Paul J. Puryear, Jr., WYRICK ROBBINS YATES & PONTON LLP, Raleigh, North Carolina, for Appellee. QUATTLEBAUM, Circuit Judge:

The U.S. Tobacco Cooperative and its members have been embroiled in litigation for over a decade. This appeal is their second trip to the Fourth Circuit. Previously, we reversed a class settlement and remanded the case for further proceedings. Sharp Farms v. Speaks, 917 F.3d 276 (4th Cir. 2019). The members then amended their complaint and now seek judicial dissolution of the Cooperative. They claim dissolution is necessary because, due to a variety of market forces facing the tobacco industry, the Cooperative is no longer able to carry out its purposes. The district court dismissed the amended complaint, holding that the ground for dissolution the members asserted—failure to carry out the Cooperative’s purposes—did not apply as a matter of law. For the reasons that follow, we affirm.

I.

The U.S. Tobacco Cooperative is an agricultural cooperative of flue-cured tobacco farmers in North Carolina. Our dispute involves the Cooperative’s “administ[ration of] a federal price-support program designed to stabilize tobacco prices for member growers through purchasing their unsold tobacco at a guaranteed minimum price and marketing the tobacco to buyers.” Id. at 280. Congress later ended the price-support program. But the Cooperative accumulated and still maintains millions of dollars in reserves obtained from member fees and from sales of tobacco delivered by members.

Certain members of the Cooperative seek dissolution of the Cooperative and distribution of its reserves. They claim that “the Cooperative is no longer fulfilling the

2 mandates under which it was created” and “is no longer able to carry out its purpose.” J.A. 153. The members do not blame the Cooperative for this situation. Instead, they allege a host of economic challenges facing the United States flue-cured tobacco industry and the related farmers. Among those challenges are lower demand, federal and state regulations, public health incentives against smoking, international market dynamics and market substitutes such as e-cigarettes. According to the members, the Cooperative simply cannot keep up with market realities. Thus, they request judicial dissolution of the Cooperative, including the possibility of seeking declaratory judgment that would have such effect.

The Cooperative moved to dismiss the amended complaint for failure to state a claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure. The Cooperative argued that the ground for which the memb