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Bio-Analytical Services Inc. v. Edgewater Hospital Inc.

decided: October 28, 1977.


Fairchild, Chief Judge, Pell, Circuit Judge, and Charles E. Wyzanski, Senior District Judge.*fn*

Author: Fairchild

FAIRCHILD, Chief Judge.

Bio-Analytical Services, Inc., a New York corporation, contracted with Edgewater Hospital, Inc., an Illinois corporation, to provide certain professional services for Edgewater. Edgewater owns and operates a hospital and the required services were in connection with the operation of Edgewater's Department of Pathology. Dr. Mark, an Illinois resident, is president of Bio-Analytical. He is not, in form, a party to the contract as an individual, although the contract makes it very clear that the contemplated services were actually to be performed by Dr. Mark. A "Personal Guarantee" was appended to the contract in which Mark guaranteed performance, but agreed that all compensation was to be paid to Bio-Analytical, with no separate payment to him. The contract also contained an arbitration clause, the applicability of which is in dispute.

On July 14, 1975, Edgewater filed a complaint in the Circuit Court of Cook County against Bio-Analytical and Dr. Mark, alleging that the agreement was terminated as a result of the material breach of Dr. Mark. The complaint requested damages and an accounting. Approximately eighteen minutes later, Bio-Analytical filed suit in federal district court against Edgewater and Dr. Maurice S. Mazel, its Medical Director, alleging a breach of the agreement. The complaint alleged jurisdiction by reason of diversity, and prayed for damages and injunctive relief against the withholding of property of Bio-Analytical and Dr. Mark and the interference with mail addressed to Bio-Analytical or Mark. In a separate count, Bio-Analytical's complaint prayed for an order compelling arbitration of all grievances pursuant to the Federal Arbitration Act, 9 U.S.C. § 4.

The district court found Dr. Mark, an Illinois resident, whose joinder as plaintiff would destroy diversity, to be an indispensable party so that dismissal was required. The district court further held that principles of comity precluded the exercise of federal jurisdiction because of the earlier suit in state court. This appeal followed. For the reasons hereinafter stated, we reverse.

I. The Indispensable Party Claim

The determination of whether a party is indispensable is governed by Rule 19 of the Federal Rules of Civil Procedure. Rule 19 requires a two-step analysis. Rule 19(a) lists certain criteria to be used in ascertaining whether an absent person should be joined if feasible, but only if such joinder will not deprive the court of jurisdiction. If, as in the present case, joinder of an absent party would destroy diversity jurisdiction, 19(a) is inapplicable. See, Bonnet v. Trustees of Schools of Township 41 North, 563 F.2d 831 (7th Cir. 1977) (slip opinion at 4). The relevant inquiry for the court then becomes whether, under Rule 19(b), "in equity and good conscience the action shall proceed among the parties before it" or whether the absent party is indispensable requiring dismissal of the action. The Rule lists four factors which must be weighed in making this judgment: (1) to what extent a judgment rendered in the person's absence might be prejudicial to him or those already parties; (2) the extent to which such prejudice can be avoided by the shaping of relief; (3) the adequacy of the judgment in the absence of the person; and (4) the availability of an adequate remedy for the plaintiff if the action is dismissed from non-joinder. Generally, Rule 19 entails a pragmatic approach, focusing on realistic analysis of the facts of each case. Provident Bank v. Patterson, 390 U.S. 102, 19 L. Ed. 2d 936, 88 S. Ct. 733 (1968). In making this pragmatic determination, the district court "should state the facts and reasons upon which it acts." Manygoats v. Kleppe, 558 F.2d 556 (10th Cir. 1977).

With this understanding of Rule 19, we turn to the facts of the present case. The district court held that Dr. Mark was an indispensable party:

The complaint seeks relief of a personal nature for Dr. Mark. The court finds that Dr. Mark is a joint obligee with plaintiff Bio-Analytical, and Dr. Mark is an indispensable party to this action. See e.g., Link v. Celebrezze, 236 F. Supp. 599 (E.D. Pa. 1964). His absence requires dismissal pursuant to Rule 19(b).

The court's statement does not demonstrate that the court considered the "equity and good conscience" standard of Rule 19(b) nor the rule's four criteria. Once the "equity and good conscience" test is applied, we conclude that Dr. Mark is not an indispensable party.

Although Mark's guarantee may make him, in substance, a joint obligor, it is clear that he is not a joint obligee since Edgewater's obligations under the contract run solely to plaintiff. 3A J. Moore, Federal Practice, § 19.11 at 2361 (2d ed. 1975). The court's reference to relief sought in favor of Dr. Mark is doubtless based on the prayer in Count I for injunctive relief to protect Mark's individual, as well as Bio-Analytical's property. The property in question, however, seems to have been turned over pursuant to agreement reached at the hearing of the application for preliminary injunction, and the claim for injunctive relief thus mooted before decision of the district court.

Other than the now moot claim over property, Bio-Analytical also asserted in Count I a breach of the contract and sought damages. As it recognizes in its brief on appeal, Count I is a statement of the grievance on which it seeks arbitration in Count II. It obviously cannot be granted the relief sought on both counts. But whether we focus on the claim for damages or the claim for compelled arbitration, we do not find Dr. Mark indispensable under Rule 19(b).

If we assume a judgment for or against Bio-Analytical on Count I, or awarding or denying it arbitration on Count II, we are unable to perceive any prejudice to Dr. Mark or either of the parties on account of his absence as a party.*fn1 Moreover, a judgment will be entirely adequate in Dr. Mark's absence.*fn2 Edgewater will not be subjected to a significant risk of a later action by Dr. Mark since, under the contract, Mark receives compensation from Bio-Analytical rather than Edgewater.*fn3 We recognize that the pending state court action brought by Edgewater would provide an alternative forum thus arguably satisfying the fourth criteria of 19(b), the availability of an alternate remedy in the event of dismissal. We note, however, that the state court action was initiated by Edgewater and, in any event, "we do not view the availability of an alternate remedy, standing alone, as a sufficient reason for deciding that the action should not proceed among the parties before the court." Bonnet, ...

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