Wang’s sole contact with Pennsylvania was the Mademand letter to Staywell’s Pennsylvania office. Wang had never resided in Pennsylvania, had professional offices only in Orange County, and had no property, business interests, or employees in Pennsylvania. It was not disputed by the parties that Dr. In response, Staywell filed suit in federal court for the Middle District of Pennsylvania seeking a declaratory judgment that its products did not infringe Dr. Wang’s California attorney sent a second letter to Staywell’s Texas office increasing his demand to $265,894.77. The letter demanded $137,023.13 in order to avoid litigation. Wang’s California attorney sent a letter to Staywell’s headquarters in Pennsylvania asserting that Staywell had breached the license agreement. The agreement called for two separate payments of $125,000 and $90,000. Wang, M.D., entered into a license agreement with FastMark, the predecessor to plaintiff, Staywell Company, pertaining to the use of Dr. Single Demand Letter To Forum Insufficient To Support Personal Jurisdiction Based on these findings, the Court held that the non-joined parties were indispensable under Rule 19(b) and affirmed the District Court’s grant of Murphy’s motion to dismiss for failure to join indispensable parties.
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In evaluating the factors required under Rule 19(b), the court found that: Murphy might be subject to numerous identical claims and multiple or inconsistent judgments that relief could not be shaped so as to lessen prejudice to Murphy that additional litigation would be inefficient and could lead to inconsistent determinations and finally, that state court could provide an adequate remedy to the plaintiffs. The court next moved to the determination of whether the non-joined parties were indispensable under Rule 19(b). The court then went on to hold that joinder of these necessary parties was not feasible, because joinder of any one of them would defeat complete diversity. Because the court found that the non-joined parties were co-obligees under the Agreement, it held that they were necessary parties under Rule 19(a). As the Complaint alleged breach of contract claims, whether or not the sellers fulfilled their side of the bargain was very relevant to the action. In addition, under the terms of the Agreement, the non-joined parties were obligated to conduct their operations according to their ordinary courses of business. However, the court noted that the complaint alleged that Murphy interfered with the business of Davis Boat Works, Inc., a non-joined party, by contacting vendors. On appeal, Dickson and Yacht Sales argued that the non-joined parties were not necessary to their action because the non-joined parties had no claims being pursued in the action.
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If it is determined that the non-joined party is indispensable under Rule 19(b), the suit must be dismissed. If it is determined that the non-joined party is necessary, but joinder is not feasible, the next step is to determine if the non-joined party is indispensable under Rule 19(b). Rule 19 requires a two-part analysis, the first step of which is to determine whether the non-joined party must be joined. The District Court granted Murphy’s motion to dismiss and Dickson and Yacht Sales appealed.įederal Rule of Civil Procedure 19 determines whether a non-joined party is indispensable and required to be joined in the action. Murphy moved to dismiss the complaint for failure to join indispensable parties. The Complaint alleged various fraud, contract and quasi-contract claims against Murphy. When Murphy decided not to go through with the terms of the Agreement, Dickson and Yacht Sales brought suit in the United States District Court for the Middle District of Pennsylvania solely against Murphy based on diversity of citizenship.
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All of the other corporations that signed the agreement were North Carolina corporations, and Murphy, Carson Davis, and Barbara Davis were citizens of North Carolina. The sellers on the Agreement were all of these corporations, Carson Davis, Barbara Davis, and Dickson.ĭickson was a citizen of Pennsylvania and Yacht Sales was a Pennsylvania corporation. owned one hundred percent of Davis Boat Works, Inc., Carolina Yacht Interiors, Inc., Carolina Welders, Inc., Buddy Davis & Associates, Inc., Mill Landing Marine Maintenance Center, Inc. The other fifty-percent of Enterprises, Inc. Jeffrey Dickson was the sole owner and President of Yacht Sales, the sole owner of Davis & Dickson Enterprises, LLC (“Enterprises, LLC”), and fifty-percent owner of Enterprises, Inc.
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(“Yacht Sales”) and Davis & Dickson Enterprises, Inc. Appellee Murphy had entered into an agreement to purchase the assets of Davis Yacht Sales, Inc. 2006), the Court of Appeals for the Third Circuit evaluated a complex factual scenario regarding multiple parties to an asset purchase agreement. Co-obligees Are Indispensable Parties To Breach Of Contract Suit