## Facts

- Total Access, Inc. operated a for-profit internet service provider (ISP) business.
- Caddo Electric Cooperative, a rural electric cooperative, began offering ISP services in the same area through itself and a related corporation.
- Total alleged Caddo’s ISP operation exceeded the cooperative’s statutory authority under Oklahoma’s Rural Electric Cooperative Act and sought declaratory and injunctive relief to stop the ISP business.
- Total did not allege it was a shareholder or member of Caddo, nor that it had any ownership or governance interest in the cooperative.
- Caddo moved to dismiss for lack of standing, lack of subject-matter jurisdiction, and failure to state a claim; the trial court dismissed.
- Total appealed; the appellate court reviewed the dismissal de novo, treating the petition’s allegations as true for purposes of the motion.

## Issues

1. Whether a private ISP competitor, without shareholder or membership status, has standing to challenge a rural electric cooperative’s allegedly ultra vires ISP operations.
2. Whether Oklahoma’s quo warranto statute permits a competitor to sue based on an “interest adverse to” the cooperative’s asserted powers, despite statutory limits on ultra vires challenges.

## Decision

- The Oklahoma Court of Civil Appeals affirmed the dismissal.
- The court held Total lacked standing because it alleged only competitive economic injury, not injury to a legally protected interest recognized by statute or constitution.
- The court concluded the statutory scheme limiting who may sue for ultra vires conduct did not include competitors.
- The court rejected Total’s reliance on the quo warranto statute as a basis to expand standing in this context.

## Legal Principles

- Standing may be tested on a motion to dismiss; the inquiry is whether the plaintiff alleges injury to a legally protected interest, not whether the challenged conduct is actually unlawful.
- Under Oklahoma’s corporate ultra vires statute (18 O.S. § 1006), challenges to corporate acts as ultra vires are confined to actions brought by (1) a shareholder or member, (2) the corporation, or (3) the Attorney General.
- A competitor’s alleged economic harm from a rival’s assertedly unauthorized business activity does not, by itself, confer standing absent statutory authorization.
- Oklahoma’s quo warranto provision (12 O.S. § 1533) does not permit a private competitor to bypass the specific statutory limits governing ultra vires challenges, particularly where no qualifying “franchise, gift, or grant” is being litigated in the sense contemplated by quo warranto practice.

## Conclusion

The court affirmed dismissal because a competitor ISP, lacking membership or shareholder status, did not have statutory standing to sue a rural electric cooperative for alleged ultra vires ISP operations, and the quo warranto statute did not expand standing beyond the limits imposed by Oklahoma’s ultra vires framework.


Total Access, Inc. v. Caddo Elec. Coop., 9 P.3d 95 (Okla. Civ. App. 2000)