## Facts

- Richard A. Daynard, a Massachusetts law professor, claimed he provided strategic advice from 1993–1997 to plaintiffs’ firms involved in nationwide state tobacco litigation.
- Daynard alleged an oral fee agreement under which he would receive 5% of attorneys’ fees generated from the tobacco settlements.
- Daynard contended the agreement bound both a South Carolina firm (Ness, Motley, Loadholt, Richardson & Poole, P.A., and partner Ronald L. Motley) and a Mississippi firm (Scruggs, Millette, Bozeman & Dent, P.A., and partner Richard F. Scruggs).
- Daynard sued in federal court in Massachusetts asserting breach of contract and related claims after no payment was made.
- The district court dismissed the Mississippi defendants for lack of personal jurisdiction and entered partial judgment to allow an immediate appeal.
- The South Carolina defendants (conceding personal jurisdiction) moved to dismiss for failure to join necessary and indispensable parties under Rules 12(b)(7) and 19, or alternatively to transfer the case to Mississippi.

## Issues

1. Whether the dismissed Mississippi defendants were “necessary” parties under Federal Rule of Civil Procedure 19(a).
2. If necessary but not joinable in Massachusetts, whether the action had to be dismissed because the Mississippi defendants were “indispensable” under Rule 19(b).
3. Whether the case should be transferred to Mississippi in the absence of the Mississippi defendants.

## Decision

- The court denied the South Carolina defendants’ motion to dismiss under Rules 12(b)(7) and 19.
- The court held the Mississippi defendants were neither necessary under Rule 19(a) nor indispensable under Rule 19(b).
- The court denied the alternative request to transfer the case to Mississippi.

## Legal Principles

- Indispensable parties under Rule 19(b) are a subset of necessary parties under Rule 19(a); if a party is not necessary, the Rule 19(b) inquiry does not require dismissal.
- In contract actions, alleged co-obligors may sometimes be necessary, but they are generally not indispensable; allocation of responsibility among potentially joint and severally liable defendants is typically resolved among defendants rather than by forcing joinder.
- Rule 19(b) requires an equitable assessment of prejudice from nonjoinder, the ability to lessen prejudice, adequacy of a judgment without the absentee, and whether dismissal would leave the plaintiff without an adequate alternative remedy.
- The possibility of additional litigation, contribution disputes, or inconsistent outcomes does not alone compel dismissal when the core dispute can be adjudicated between the parties before the court.
- Transfer for convenience and the interests of justice may be denied when the plaintiff’s chosen forum remains workable and Rule 19 does not require joinder of absent parties.

## Conclusion

The court permitted the contract-based claims to proceed against the South Carolina defendants alone, concluding that the absent alleged co-obligor Mississippi defendants were not required for complete and fair adjudication under Rule 19 and that transfer to Mississippi was not warranted.


Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 184 F. Supp. 2d 55 (D. Mass. 2001)