United States District Court, E.D. Virginia, Richmond Division
HANNAH LAUCK UNITED STATES DISTRICT JUDGE
matter comes before the Court on the Motion to Dismiss filed
by Defendants Property Resources & Excavation, LLC and
Merthia Forrest Haynie (collectively, the
"Defendants") pursuant to Federal Rules of Civil
Procedure 12(b)(7) and 12(b)(6). (ECF No. 9.) Plaintiffs
Deere & Company, John Deere Construction & Forestry Company
(JDC & FC), and John Deere Financial, f.s.b. ("John
Deere Financial") (collectively, the
"Plaintiffs"), have responded. (ECF No. 11.) The
Defendants have not replied, and the time to do so has
expired. This matter is ripe for disposition. The Court
dispenses with oral argument because the materials before the
Court adequately present the facts and legal contentions, and
argument would not aid the decisional process. The Court
exercises jurisdiction pursuant to 28 U.S.C.§
1332. For the reasons that follow, the Court
will deny the Defendants' Motion to Dismiss, (ECF No. 9),
and order the Plaintiffs to file a correctly worded Amended
Federal Rule of Civil Procedure 12(b)(7)
Rule of Civil Procedure 12(b)(7) provides for dismissal when
a party has not been joined as required by Federal Rule of
Civil Procedure 19. Rule 19 sets forth a two-step inquiry to
determine whether a party should be joined in an action.
First, a district court must determine whether the party is
"necessary" to the action under Rule 19(a). See
Nat'l Union Fire Ins. Co. v. Rite ex rel. S.C., 210
F.3d 246, 250 (4th Cir. 2000). Second, "if a necessary
party is unavailable for some reason, it must be determined
whether the party is 'indispensable' to the case, in
that the party's appearance is so essential that the case
must be dismissed." DPR Const., Inc. v. IKEA Prop.,
Inc., No. I:05cv259, 2005 WL 1667778, at *2 (E.D. Va.
July 5, 2005).
party asserting the Rule 12(b)(7) defense bears the burden of
showing that a person not joined is necessary and
indispensable pursuant to Rule 19." Marina One, Inc.
v. Jones, 22 F.Supp.3d 604, 607 (E.D. Va. 2014) (citing
Am. Gen. Life & Accident Ins. Co. v. Wood, 429 F.3d
83, 92 (4th Cir. 2005)). "A court addressing such a
defense may consider evidence presented outside of the
pleadings." Id. (citing R-Delight Holding
LLC v. Anders, 246 F.R.D. 496, 499 (D. Md. 2007)).
Federal Rule of Civil Procedure 12(b)(6)
motion to dismiss under Rule 12(b)(6) tests the sufficiency
of a complaint; importantly, it does not resolve contests
surrounding the facts, the merits of a claim, or the
applicability of defenses." Republican Party of N.C
v. Martin, 980 F.2d 943, 952 (4th Cir. 1992) (citing 5 A
Charles A. Wright & Arthur R. Miller, Federal Practice
and Procedure § 1356 (1990)). In considering a
motion to dismiss for failure to state a claim, a plaintiffs
well-pleaded allegations are taken as true and the complaint
is viewed in the light most favorable to the plaintiff.
Mylan Labs., Inc. v. Matkari, 7 F.3d 1130, 1134 (4th
Cir. 1993); see also Martin, 980 F.2d at 952.
Federal Rules of Civil Procedure "require only 'a
short and plain statement of the claim showing that the
pleader is entitled to relief, ' in order to 'give
the defendant fair notice of what the ... claim is and the
grounds upon which it rests.'" Bell Ail. Corp.
v. Twombly, 550 U.S. 544, 555 (2007) (omission in
original) (quoting Conley v. Gibson, 355 U.S. 41, 47
(1957)). Plaintiffs cannot satisfy this standard with
complaints containing only "labels and conclusions"
or a "formulaic recitation of the elements of a cause of
action." Id. (citations omitted); see also
Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). Instead, a
plaintiff must assert facts that rise above speculation and
conceivability to those stating a claim that is
"plausible on its face." Twombly, 550 U.S.
at 570. "A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to
draw the reasonable inference that the defendant is liable
for the misconduct alleged." Iqbal, 556 U.S. at
678 (citing Twombly, 550 U.S. at 556). Therefore, in
order for a claim or complaint to survive dismissal for
failure to state a claim, the plaintiff must "allege
facts sufficient to state all the elements of [his or] her
claim." Bass v. E.I. DuPont de Nemours & Co.,
324 F.3d 761, 765 (4th Cir. 2003) (citations omitted).
Factual and Procedural Background
action arises out of disputes concerning nine equipment
contracts (the "Equipment Contracts") and a
revolving agricultural/commercial credit account (the
"Multi-Use Account"), executed between either Deere
& Company, JDC & FC, or John Deere Financial and the
Defendants. The Plaintiffs seek sums due under the Equipment
Contracts and the Multi-Use Account, as well as the actual
equipment that serves as collateral under the Equipment
Contracts. Relevant to the motion before the Court, the
Defendants posit that the Plaintiffs have failed to join the
assignor of the Equipment Contracts and the Multi-Use Account
as a party to this case, despite alleging that the contracts
were assigned to the Plaintiffs.
Summary of Allegations in the
the crux of the issue before the Court is whether the
Plaintiffs have failed to join a required party that holds
interests in the Equipment Contracts and the Multi-Use
Account, the Court discusses those contracts, including any
provisions discussing the parties to the contract and any
possible rights of third parties, in turn.