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Ventive, LLC v. Caring People, LLC

United States District Court, D. Idaho

September 26, 2018

VENTIVE, LLC, Plaintiff,
v.
CARING PEOPLE, LLC, a limited liability company organized under the laws of Florida, now d/b/a HannaKaylie, LLC; and CARINGONDEMAND, LLC, a limited liability company organized under the laws of Delaware, and AVIOR SCIENCES, LLC, a limited liability company organized under the laws of Delaware, Defendants.

          MEMORANDUM DECISION AND ORDER

          David C. Nye U.S. District Court Judge.

         I. INTRODUCTION

         Pending before the Court are Defendants Caring People, LLC, and CaringOnDemand, LLC's (hereinafter referred to collectively as “Defendants”), First and Second Motions to Dismiss. Dkt. 6; Dkt. 21. Having reviewed the record and briefs, the Court finds that the facts and legal arguments are adequately presented. Accordingly, in the interest of avoiding further delay, and because the Court finds that the decisional process would not be significantly aided by oral argument, the Court will address the motions without oral argument. Dist. Idaho Loc. Civ. R. 7.1(d)(2)(ii). For the reasons outlined below, the Court finds good cause to DENY both Motions.

         II. BACKGROUND

         This Court recounted the background of this dispute in its previous order. Dkt. 16, at 1-3. The Court now incorporates that background in full by reference. On March 28, 2018, Defendants filed their First Motion to Dismiss. On May 8, 2018, this Court entered an order staying the case pending the resolution of the Florida action. On June 22, 2018, the United States District Court for the Southern District of Florida (“Florida court”) issued an order in the Florida action compelling arbitration. That court “decline[d] to decide the question of the appropriate forum for arbitration, ” and closed the case. CaringOnDemand, LLC v. Ventive LLC, No. 18-cv-80211-BLOOM/Reinhart, 2018 WL 3093543, at *3-5 (S.D. Florida June 22, 2018).

         This Court lifted its stay on June 28, 2018. On July 6, 2018, Defendants filed their Second Motion to Dismiss the Idaho action, arguing that the collateral attack doctrine bars any relief Plaintiff seeks-including the appointment of an arbitrator-and that this Court lacks jurisdiction over the dispute. However, in subsequent filings, Defendants reversed their position and joined Plaintiff's request for this Court to appoint an arbitrator. Dkt. 24, at 4 (“Notwithstanding the Collateral Attack Rule, Defendants Join in the Pending Request for Appointment of an Arbitrator . . . Because of the practical realities arising from the Florida court's refusal to act, Defendants will join with Ventive in this request.”) (capitalization in original).

         III. ANALYSIS

         1. First Motion to Dismiss

         Defendants' First Motion to Dismiss raises two arguments: first, Defendants argue that the first-to-file rule warrants dismissal, and second, they argue that Plaintiff failed to join an indispensable party. This Court previously considered Defendants' first-to file argument, and-after considering the nature of the case and the related litigation in Florida-determined that a stay was warranted, rather than dismissal. Dkt. 16, at 3-5.

         The Court, however, has not yet addressed Defendants' second argument. The contract underlying this dispute involves four parties: Ventive, LLC, Caring People, LLC, CaringOnDemand, LLC, and Avior Sciences, LLC (“Avior”). Plaintiff failed to initially join Avior as a defendant due to the mistaken belief that Avior was “an assumed name or DBA of CaringOnDemand, LLC.” Dkt. 10, at 10. In its response to Defendants' First Motion to Dismiss, Plaintiff said it intended to join Avior as a party. However, it never did so. As such, the Court must now determine whether Avior is a necessary party.

         Pursuant to the Federal Rules of Civil Procedure, a party is necessary if “in that person's absence, the court cannot accord complete relief among existing parties.” Fed.R.Civ.P. 19(a)(1)(A). Under Rule 19(a)(1)(A), the Court must determine whether the absence of a party “would preclude the district court from fashioning meaningful relief as between the parties.” Disabled Rights Action Comm. v. Las Vegas Events, Inc., 375 F.3d 861, 879 (9th Cir. 2004).

         Plaintiff's Complaint originally sought “an order from the Court compelling arbitration . . . and appointing an arbitrator.” Dkt. 1-4, at 2-3. Because the Florida court has already entered a valid order compelling arbitration, this Court must simply determine whether it may properly appoint an arbitrator.

         The Court's primary concern as it relates to this request is the potential conflict such an appointment could cause if Avior is not joined as a party in this case. Avior is a party to the contract underlying this dispute and was a party in the Florida action. As such, Avior is subject to the Florida court's order compelling arbitration. However, the Court fears appointing an arbitrator now will simply spawn additional litigation over whether Avior is required to accept the arbitrator this Court selects. Clearly, such a situation would prevent this Court's appointment of an arbitrator from serving as meaningful relief for the existing parties. Instead, it would simply add an additional layer of conflict and confusion to the case.

         For similar reasons, Rule 19(a)(B)(ii) also supports a determination that Avior is a necessary party. That rule ...


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