## Facts

- MasterCard International Incorporated sponsored FIFA events for many years and claimed contractual “first right to acquire” exclusive credit-card category sponsorship rights for the 2010 and 2014 World Cup tournaments.
- FIFA, the organizer of the World Cup, negotiated and granted those future sponsorship rights to Visa International Service Association, Inc. under a separate agreement.
- MasterCard sued FIFA for breach of contract in federal court, seeking injunctive relief and specific performance against FIFA based on the MasterCard–FIFA contract.
- Visa, not a party to the MasterCard–FIFA contract, moved to dismiss the action under Federal Rule of Civil Procedure 19 on the theory that Visa was a required and indispensable party whose joinder would defeat diversity jurisdiction.
- Visa also moved to intervene under Federal Rule of Civil Procedure 24 to protect its interests under its FIFA sponsorship agreement.
- The district court denied Visa’s Rule 19 and Rule 24 motions, and Visa appealed as a non-party movant.

## Issues

1. Whether Visa was a required party under Federal Rule of Civil Procedure 19(a) to MasterCard’s breach-of-contract action against FIFA, and if so whether the case had to be dismissed under Rule 19(b).
2. Whether Visa was entitled to intervene as of right under Federal Rule of Civil Procedure 24(a), including whether its motion was timely and whether its interests would be impaired without intervention.
3. Whether the district court abused its discretion in denying permissive intervention under Federal Rule of Civil Procedure 24(b).

## Decision

- The Second Circuit affirmed the district court’s denial of Visa’s Rule 19 motion to dismiss.
- The court held Visa was not a required party under Rule 19(a) because complete relief could be granted between MasterCard and FIFA without Visa’s presence.
- The court rejected Visa’s claim that the case created a Rule 19 risk of inconsistent obligations, distinguishing that risk from the possibility of inconsistent results in separate suits involving different contracts.
- The court affirmed the denial of intervention under Rule 24, including on the ground that Visa’s motion was untimely in a time-sensitive dispute.
- The court also upheld denial of permissive intervention because adding Visa at that stage threatened delay and prejudice to adjudication of the original parties’ rights.

## Legal Principles

- A third party is not required under Rule 19(a)(1) when the court can accord complete relief among the existing contracting parties without joining the third party.
- Under Rule 19(a)(2)(ii), the relevant concern is “inconsistent obligations,” not merely inconsistent adjudications that may occur in later litigation involving different contracts or legal theories.
- A claimed interest based on a separate contract with an existing party does not, by itself, make the contract counterparty a required party when the applicant can pursue separate remedies against that party.
- Intervention as of right under Rule 24(a) requires a timely application; delay after awareness of the litigation can justify denial, especially where late intervention would disrupt expedited proceedings.
- Permissive intervention under Rule 24(b) may be denied where intervention would unduly delay or prejudice resolution of the original parties’ dispute.

## Conclusion

The Second Circuit allowed MasterCard’s contract action against FIFA to proceed without Visa, holding that Visa’s separate sponsorship agreement did not make it a required party under Rule 19 and that Visa failed to satisfy Rule 24’s standards for intervention, particularly given the untimely request and the availability of separate litigation to protect Visa’s contractual interests.


MasterCard Int'l Inc. v. Visa Int'l Serv. Ass'n, 471 F.3d 377 (2d Cir. 2006)