Butcher & Singer, Inc. v. Kellam

623 F. Supp. 418, 1985 U.S. Dist. LEXIS 13170
CourtDistrict Court, D. Delaware
DecidedDecember 4, 1985
DocketCiv. A. No. 83-505 CMW
StatusPublished
Cited by6 cases

This text of 623 F. Supp. 418 (Butcher & Singer, Inc. v. Kellam) is published on Counsel Stack Legal Research, covering District Court, D. Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Butcher & Singer, Inc. v. Kellam, 623 F. Supp. 418, 1985 U.S. Dist. LEXIS 13170 (D. Del. 1985).

Opinion

OPINION

CALEB M. WRIGHT, Senior District Judge.

The Court, by its own motion, has raised the issue of whether it has subject matter jurisdiction in this diversity case, as a result of the intervention of Fronefield Crawford, Wilfred Coleman, and L.W. Coleman, Trustees of the Anita C. Robb Trust (the [420]*420“Trustees”). All of the Trustees and the plaintiff, Butcher & Singer (“B & S”), are citizens of Pennsylvania; defendant, Lloyd Kellam, is a citizen of Virginia. Although the Trustees and B & S have aligned themselves as plaintiffs, their interests may be sufficiently adverse such that one of them should be realigned as a defendant, thereby destroying diversity.

I. THE FACTS

In April, 1983, defendant Kellam contacted the Wilmington, Delaware, office of B & S to inquire whether it would handle the sale of bonds belonging either to Kellam or to an undisclosed third party.1 Kellam had been a customer of the B & S Wilmington office for twelve years. B & S agreed to handle the sale and, in several transactions during April and May 1983, delivered to Kellam a total of $83,668.01 as proceeds from the sale of the bonds.

The bonds involved in this transaction originally were owned by the Anita C. Robb Trust and were stolen from the office of Trustee Crawford on January 27, 1983. After learning that the bonds were stolen, B & S repurchased them from the third parties to whom they were sold and demanded that Kellam reimburse it for losses suffered in the repurchase. When Kellam refused to pay reimbursement, B & S filed suit. B & S apparently sought damages under the theory that Kellam had breached certain warranties under the Uniform Commercial Code, Del.Code Ann. tit. 6, § 8-306(2) (Supp.1984). Kellam filed counterclaims which alleged that B & S was negligent in advising him about the saleability of the bonds, had breached its fiduciary duty to a customer, and was estopped from relying on the fact that the bonds were stolen.

Kellam moved for summary judgment on the grounds that B & S had no obligation to repurchase the bonds from its customers and thus had suffered no legally cognizable injury. Kellam’s brief raised the possibility that B & S would receive a double recovery if it retained possession of the repurchased bonds and also was able to assert a claim for damages for the entire value of the bonds. The Court then convened a conference to solicit the views of the parties regarding what damages, if any, B & S would be entitled to recover if the Court determined that B & S were the lawful owner of the bonds.2 In other words, if B & S were a bona fide purchaser of the bonds, it would have no obligation to return the bonds to their original owner and, moreover, it would have the legal right to compel payment of principal and interest in accordance with the terms of the bonds. In response to the Court’s concerns, the parties decided to solicit the participation of the original owner of the bonds in the lawsuit.

The Trustees moved to intervene as plaintiffs in February 1985. The Trustees’ motion to intervene did not state whether they sought to intervene of right or permissively, and the Court’s order allowing intervention also did not address the Trustees’ status as intervenors. See Motion to Intervene and Order Allowing Intervention, Docket No. 60. In conjunction with the order permitting intervention, the Court sent a letter to the parties that expressly reserved judgment on the questions of whether the parties were aligned properly and whether the Court would continue to have subject matter jurisdiction if the parties were realigned. See Letter from Court to Counsel (Mar. 5, 1985).

After permitting limited discovery by Kellam against the Trustees, the Court, sua sponte, moved to consider the issue of its subject matter jurisdiction. Prior to briefing, the Court requested additional information from B & S about its asserted [421]*421interest in the bonds.3 B & S submitted a verified response that disclaimed any interest in the bonds but only if it successfully recovered any losses from Kellam. The obvious inference was that B & S was asserting a conditional interest in the bonds, in the event that it could not recover damages from Kellam. In fact, B & S expressly reserved the right to assert an interest in the bonds. See Butcher & Singer’s Verified Response to Directed Question, Docket No. 68.

Based on the response of B & S, the parties were to brief three questions:

1. In light of Indianapolis v. Chase National Bank, 314 U.S. 63 [62 S.Ct. 15, 86 L.Ed. 47] (1941), does complete diversity exist, i.e., do the respective interests of plaintiff Butcher & Singer and plaintiff Trustees in the bonds require the Court to realign them as adverse parties?
2. Assuming arguendo the Court requires realignment of the párties such that complete diversity is defeated, are the plaintiff Trustees dispensable parties whom the Court should dismiss to preserve diversity jurisdiction? [NOTE: Although the decision Provident Trademens Bank & Trust Co. v. Patterson, 390 U.S. 102 [88 S.Ct. 733, 19 L.Ed.2d 936] (1968) addressed this issue in the context of joinder, it may also be applicable to situations involving intervention. Accordingly, I hope the parties’ briefs address the relevance of the Provident case in this context].
3. Assuming arguendo that the Court determines it is necessary to dismiss the plaintiff Butcher & Singer’s claims for lack of complete diversity, is the Court also required to dismiss defendant Kellam’s counterclaims against Butcher & Singer?

Letter from Court to Counsel (Apr. 26, 1985).

Upon review of the submissions of the parties, the Court has determined that the current alignment of the parties, with B & S and the Trustees as plaintiffs, is improper, and that the Court will realign B & S as a defendant. This destroys complete diversity. Because the Court has also determined that the Trustees are an indispensable party to this action, it must dismiss this action for lack of subject matter jurisdiction.

II. DISCUSSION

A. General Principles

The sole basis for the Court’s jurisdiction over this matter is diversity of citizenship. Under the relevant statute, 28 U.S.C. § 1332, complete diversity of citizenship must exist between the parties to invoke the diversity jurisdiction of the Court. That is, all parties on one side of the controversy must be citizens of different states from all parties on the other side. E.g., Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267, 2 L.Ed. 435 (1806). The parties cannot confer jurisdiction on a federal court by their own determination of who are plaintiffs and who are defendants.

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Bluebook (online)
623 F. Supp. 418, 1985 U.S. Dist. LEXIS 13170, Counsel Stack Legal Research, https://law.counselstack.com/opinion/butcher-singer-inc-v-kellam-ded-1985.