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Deere & Co. v. Property Resources & Excavation, LLC

United States District Court, E.D. Virginia, Richmond Division

July 5, 2016

DEERE & COMPANY et al, Plaintiffs,
v.
PROPERTY RESOURCES & EXCAVATION, LLC et al, Defendants.

          MEMORANDUM OPINION

          M. HANNAH LAUCK UNITED STATES DISTRICT JUDGE

         This 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)[1] and 12(b)(6).[2] (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.[3] 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 Complaint.

         I. Legal Standards

         A. Federal Rule of Civil Procedure 12(b)(7) Standard

         Federal 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.[4] 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).

         "The 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)).

         B. Federal Rule of Civil Procedure 12(b)(6) Standard

         "A 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.

         The 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).

         II. Factual and Procedural Background

         This 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.

         A. Summary of Allegations in the Complaint[5]

         Because 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.

         1. The ...


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