Unetixs Vascular, Inc. v. CorVascular Diagnostics, LLC
Unetixs Vascular, Inc. v. CorVascular Diagnostics, LLC
Opinion of the Court
ORDER
Defendant CorVascular Diagnostics, LLC had an exclusive product distribution agreement with Viasonix Ltd., a medical device manufacturer. Viasonix terminated its contract with CorVascular and entered a similar agreement with Plaintiff Unetixs Vascular, Inc. CorVascular, however, rejected Viasonix’s termination and has accused Viasonix of anticipatory breach and wrongful termination of the contract. Une-tixs now sues CorVascular seeking: (1) a declaration that its contract with Viasonix is valid and that it is the exclusive distributor of Viasonix products in the United States, (2) damages for CorVascular’s tor-tious interference with Unetixs’ contract with Viasonix; and (3) damages stemming from CorVascular’s intentional and negligent misrepresentations. Viasonix is a party to both contracts in question, but Une-tixs did not make them a party to this lawsuit. Asserting that Viasonix is a necessary and indispensable party to this litigation, CorVascular moves to dismiss the complaint pursuant to Fed. R. Civ. P. 12(b)(7) or, in the alternative, it asks this Court to join Viasonix as a party under Fed. R. Civ. P. 19.
After a review of the complaint and motion papers, and an analysis of the law, the Court concludes that Viasonix is a necessary party to this dispute.
FACTS
Viasonix, an Israeli manufacturer, makes a vascular diagnosis system, called the Falcon. It entered an exclusive distribution agreement for the United States
Litigation concerning the relationship amongst these three business entities proliferates across the globe. CorVascular filed a lawsuit in Minnesota state court,
The determinative question in these actions is whether CorVascular or Unetixs has the exclusive right to distribute Viaso-nix’s Falcon products in the United States. CorVascular asserts that it continues to maintain the exclusive distribution rights because Viasonix anticipatorily breached and wrongfully terminated CorVascular’s exclusive distribution agreement with Via-sonix.
ANALYSIS
Rule 19 of the Federal Rules of Civil Procedure drives the Court’s analysis.
Rule 19 addresses situations where a lawsuit is proceeding without a party whose interests are central to the suit. The Rule provides for joinder of required parties when feasible, Fed. R.Civ.P. 19(a), and for dismissal of suits when joinder of a required party is not feasible and that party is indispensable, Fed.R.Civ.P. 19(b). The Rule calls for courts to make pragmatic, practical*540 judgments that are heavily influenced by the facts of each case.
Bacardi Int’l Ltd. v. V. Suarez & Co., Inc., 719 F.3d 1, 9 (1st Cir. 2013) (citing Picciotto v. Cont’l Cas. Co., 512 F.3d 9, 14-15 (1st Cir. 2008)). In light of this guidance, the pivotal question the Court needs to answer here is whether Viasonix is a party whose interest is central to this suit, making it a necessary party.
Unetixs pleads four counts in its complaint. Count I seeks a declaration that Unetixs “has the exclusive right to distribute Viasonix Falcon Products within the United States.” ECF No. 1-2 at 7. The Court cannot adjudicate this count without the presence of Viasonix. Unetixs would only possess the exclusive rights to distribute Viasonix products if it had a valid contract with Viasonix. The Court cannot adjudicate Viasonix’s contractual rights without its presence in this lawsuit.
In a situation like this, the general, well-settled proposition” is that a “party to a contract which is the subject of the litigation is a necessary party.” Downing v. Globe Direct LLC., 806 F.Supp.2d 461, 466 (D. Mass. 2011) (citing Blacksmith Invs., LLC v. Cives Steel Co., Inc., 228 F.R.D. 66, 74 (D. Mass. 2005)). Viasonix is a central party to the two relevant contracts that form the basis of the dispute in this case. Interpretation of those contracts, which will affect Viasonix, is necessary in order to provide the relief sought by Une-tixs in this case. The fact that Unetixs has pled some counts as torts is not dispositive when the central determination the Court must make is focused on the validity of the two contracts, both to which Viasonix is a party. Therefore, the Court finds that Via-sonix is a necessary party to this litigation.
CONCLUSION
The Court GRANTS CorVascular’s Motion to Dismiss (ECF No. 5) and stays execution of the dismissal for thirty days in order for Unetixs to join Viasonix as a party. Failure to do so within thirty days will result in the Court dismissing this matter without prejudice and without further notice.
IT IS SO ORDERED.
. On a motion to dismiss, die Court accepts all well-pled facts alleged by Plaintiff as true. See Rederford v. U.S. Airways, Inc., 589 F.3d 30, 35 (1st Cir. 2009). While the facts as alleged are intriguing, the Court will limit its recitation to include only the facts necessary to decide this motion.
. CorVascular Diagnostics, LLC v. Michael Talcott, et al., No. 27-CV-16-2380 in the State of Minnesota, Fourth Judicial District Court, County of Hennepin.
. In early 2016, CorVascular sought confirmation from Viasonix that CorVascular remained the exclusive supplier of Falcon products in the United States. See ECF No. 1-2 at 41-47. CorVascular alleges that in breach of the agreement, Viasonix refused to confirm that CorVascular remained the exclusive supplier of Falcon products in the United States in 2016. Id.
. While Rule 19 speaks of "required” parties, the First Circuit, along with other circuits, have “[clung] to the term 'necessary' used in an older version of Rule 19.” Jimenez v. Rodriguez-Pagan, 597 F.3d 18, 25 n.3 (1st Cir. 2010). The Court uses the two terms interchangeably for these purposes.
. It would appear that this Court, as alleged in Unetixs' complaint, would have personal jurisdiction against Viasonix. See ECF No. 1-2 at ¶¶ 7-11, 16.
Reference
- Full Case Name
- UNETIXS VASCULAR, INC. v. CORVASCULAR DIAGNOSTICS, LLC
- Status
- Published