United States District Court, S.D. New York
BRB INTERNACIONAL S.A. and APOLO FILMS SL, Plaintiffs,
THE WEINSTEIN COMPANY LLC, Defendant.
OPINION AND ORDER
KATHARINE H. PARKER, UNITED STATES MAGISTRATE JUDGE.
breach of contract action, Plaintiffs BRB Internacional S.A.
(“BRB”) and Apolo Films SL (“Apolo”)
contend that Defendant The Weinstein Company LLC
(“TWC”) breached a contract pursuant to which
Plaintiffs granted to TWC certain rights in and to an
animated television series. TWC seeks permission to join Novo
Banco, S.A. Sucursal en España (“Novo
Banco”) as a required party under Federal Rule of Civil
Procedure 19 (“Rule 19”) because BRB assigned its
rights under the contract to Novo Banco and Novo Banco has
demanded that TWC pay it rather than BRB in connection with
the alleged breach of the contract. Plaintiffs do not oppose
the motion. For the reasons set forth below, the motion is
Plaintiffs entered into a February 13, 2015 Agreement
(“the Agreement”) whereby TWC was licensed
certain rights in and to an animated television series
entitled “David the Gnome.” (Doc. No. 1,
Complaint ¶ 9.) Plaintiffs contend that TWC owes them
$1.75 million under the Agreement (which TWC disputes), and
BRB invoiced TWC for that amount in late 2015. Shortly after
demanding payment for the alleged breach, BRB entered into an
agreement with Novo Banco pursuant to which BRB allegedly
assigned its rights under the Agreement to Novo Banco.
Accordingly, Novo Banco has asserted that it has the sole
right to the alleged debt of $1.75 million and has threatened
litigation if TWC does not make payment directly to Novo
STANDARD AND ANALYSIS
19(a) provides that any “person who is subject to
service of process and whose joinder will not deprive the
court of subject-matter jurisdiction must be joined”
where “that person claims an interest relating to the
subject of the action and is so situated that disposing of
the action in the person's absence may: (i) as a
practical matter impair or impede the person's ability to
protect the interest; or (ii) leave an existing party subject
to a substantial risk of incurring double, multiple, or
otherwise inconsistent obligations because of the
interest.” Fed.R.Civ.P. 19(a) (emphasis added). See
also Peregrine Myanmar Ltd. v. Segal, 89 F.3d 41, 48 (2d
is no, nor can there be any, dispute that Novo Banco has
claimed an interest in this action. Novo Banco has claimed
that TWC owes it, and not BRB, the $1.75 million that BRB
seeks in this action and has threatened litigation to recover
the alleged debt. This satisfies the claimed-interest
requirement of Rule 19. See, e.g., Marvel
Characters, Inc. v. Kirby, 726 F.3d 119, 131 (2d Cir.
2013); Ente Nazionale Idrocarburi v. Prudential Sec.
Group, Inc., 744 F.Supp. 450, 456-58 (S.D.N.Y. 1990);
Pay Tel Sys., Inc. v. Seiscor Techs., Inc., 850
F.Supp. 276, 278 (S.D.N.Y. 1994) (“Where complete
assignments have been made, the assignee is the real party in
interest and a necessary party under Fed.R.Civ.P.
TWC faces a substantial risk of incurring double or
inconsistent obligations because of Novo Banco's asserted
interest in the debt and threat to sue TWC to recover it.
This is the type of situation Rule 19 is intended to avoid.
See, e.g., First Am. Int'l Bank v. Cmty.'s
Bank, 771 F.Supp.2d 276, 284 (S.D.N.Y. 2011) (stating
that absent party is necessary when there is a showing of
substantial risk of the absent party suing, sanctioning, or
in any other way subjecting the moving party to inconsistent
obligations); Global Discount Travel Servs., LLC v. Trans
World Airlines, Inc., 960 F.Supp. 701, 708-09 (S.D.N.Y
1997) (finding that the risk of having another court
re-decide a party's rights and obligations under a
contract “is precisely what Rule 19 seeks to
joinder is feasible here because (i) Novo Banco is subject to
service of process and (ii) joinder will not deprive the
Court of subject matter jurisdiction.
Novo Banco is subject to service of process because it is a
Portuguese corporation and, as provided on the U.S.
Department of State's website, Portugal is a signatory to
the Hague Convention. See Tansy v. N. Pac. Ins. Co.,
No. 04-cv-6375 (AA), 2005 WL 1334546, at *4 (D. Or. 2005)
(noting party is subject to service of process if otherwise
subject to personal jurisdiction in the district, and located
in a signatory to the Hague Convention); Portugal,
Travel.State.Gov (Nov. 15, 2013),
the Agreement pursuant to which Novo Banco is demanding
payment contains a forum selection clause under which the
parties agreed “that the State and Federal courts in
the State of New York shall have personal jurisdiction over
them.” Thus, any action by Novo Banco to enforce its
purported rights would have to be brought in this District,
and it must be deemed to have consented to personal
jurisdiction here. See, e.g., Curran Co. v.
Imedco GmbH, No. 91-cv-7938, 1992 WL 370237, at *3 (N.D.
Ill. 1992) (foreign corporation subject to personal
jurisdiction based on assignment of benefits under contract
with forum-selection clause).
joinder will not destroy subject matter jurisdiction under 28
U.S.C. § 1332. Plaintiffs are citizens and subjects of a
foreign state, as is Novo Banco, whereas TWC is a U.S.
entity. Thus, complete diversity of citizenship will still
exist following Novo Banco's joinder as a plaintiff in
this case. 28 U.S.C. § 1332(a)(2).
foregoing reasons, Defendant's Motion to Join Novo Banco
as a Required Party Plaintiff is GRANTED. Within 30 days of
this Order, Plaintiffs are directed to join Novo Banco as a
plaintiff or advise the Court if Novo Banco refuses to join,
at which point the Court will order that it be joined as an
involuntary plaintiff pursuant to Rule 19(a)(2).