## Facts

- Santana Products, Inc. manufactured high-density polyethylene (HDPE) toilet partitions.
- Santana sued Bobrick Washroom Equipment, Inc. and related entities and sales representatives, alleging an antitrust and false-advertising scheme using fire-safety claims to deter customers from specifying HDPE partitions.
- In earlier litigation, Santana had sued Formica Corp. based on Formica’s alleged promotion of a videotape purportedly misrepresenting the flammability of Santana’s HDPE partitions; that case settled and was dismissed.
- In the present case, Bobrick filed a third-party complaint against Formica seeking contribution and indemnification and asserting Pennsylvania claims for fraud and negligent misrepresentation.
- Bobrick alleged Formica encouraged use of the videotape, failed to disclose that it was false, and that Bobrick reasonably relied on Formica’s materials in making statements to customers.
- Formica moved to dismiss under Rule 12(b)(6), arguing Bobrick was alleged to be an active participant in the challenged conduct and that the fraud and negligent-misrepresentation claims were not proper impleader claims under Rule 14(a).

## Issues

1. Whether Bobrick stated a viable claim for indemnification or contribution against Formica where Santana alleged Bobrick’s own intentional, affirmative conduct in the alleged scheme.
2. Whether Bobrick’s state-law fraud and negligent-misrepresentation claims against Formica were proper third-party claims under Federal Rule of Civil Procedure 14(a) because Formica “is or may be liable” to Bobrick for all or part of Santana’s claims.

## Decision

- The court granted Formica’s Rule 12(b)(6) motion and dismissed the third-party complaint.
- Indemnification was unavailable because Santana’s allegations portrayed Bobrick as an active, primary wrongdoer rather than a passively or vicariously liable party.
- To the extent contribution was sought, Rule 14(a) could not be used to create a substantive right to contribution or indemnity absent an applicable underlying legal basis.
- Fraud and negligent misrepresentation were dismissed as improper under Rule 14(a) because they sought independent relief for Bobrick’s own injuries rather than derivative liability over for Santana’s claims.

## Legal Principles

- Under Pennsylvania law, indemnity generally applies only where the indemnitee’s liability is secondary or vicarious; a party alleged to have engaged in intentional or active wrongdoing cannot shift the entire loss to another actor by recasting its conduct as reliance.
- Rule 14(a) permits impleader only when the proposed third-party defendant may be liable to the defending party for all or part of the plaintiff’s claim; independent claims for affirmative damages do not qualify.
- Rule 14(a) is procedural and cannot expand substantive rights to indemnification or contribution that are not available under the governing law.

## Conclusion

The court dismissed Bobrick’s third-party claims against Formica because Santana’s allegations described Bobrick as an active participant in the challenged conduct, defeating indemnity, and because Bobrick’s fraud and negligent-misrepresentation theories were independent claims outside Rule 14(a)’s derivative-liability requirement.


Santana Prods., Inc. v. Bobrick Washroom Equip., Inc., 69 F. Supp. 2d 678 (M.D. Pa. 1999)