United States District Court, M.D. Pennsylvania
C. Carlson United States Magistrate Judge
December 13, 2016, Audi of America, Inc.,
(“Audi”) brought a breach of contract action,
alleging that defendant Bronsberg & Hughes Pontiac, Inc.,
d/b/a Wyoming Valley Audi (“Wyoming Valley”)
breached certain terms of an Audi Dealer Agreement into which
the parties entered on January 1, 1997, when it entered into
an Asset and Real Estate Purchase Agreement (the
“Purchase Agreement”) with the Napleton Group.
Audi alleged that this Purchase Agreement between Wyoming
Valley and the Napleton Group, which was Dated: July 11,
2016, included the sale of Wyoming Valley's Audi assets
in violation of Audi's own right of first refusal and its
right to refuse to consent to the transaction on reasonable
grounds. (Doc. 1.) In January of 2017, Audi sought, and
obtained, a preliminary injunction from the district court
temporarily enjoining Wyoming Valley and Napleton from
consummating the Purchase Agreement while this litigation was
pending. (Doc. 30.) That order currently remains in effect,
but is now the subject of an array of competing motions filed
by the parties.
motions include: a motion to dismiss this action, and
preliminary injunction, filed by the defendants, (Doc. 42.);
a motion to intervene, filed Napleton, the other participant
in this asset purchase agreement, (Doc. 52.); a motion filed
by Audi for rule to show cause why various parties and
non-parties should not be held in contempt for allegedly
violating the terms of the district court's preliminary
injunction, (Doc. 65.); and a motion by Audi to extend its
preliminary injunction, (Doc. 119.). The proliferation of
these motions, in turn, has inspired even further motions
practice, as Audi issued subpoenas to a number of non-party
witnesses, seeking to compel their appearance and attendance
at the contempt proceedings which Audi has initiated before
this court. Some of these subpoenaed witnesses have moved to
quash the outstanding subpoenas served upon them. (Docs. 101,
108, and 136.)
on-going flurry of motions practice has compelled a division
of labor within the court in order to address these various
pleadings. Thus, the district court is addressing the
defendants' motion to dismiss, and Audi's motion to
extend the preliminary injunction. (Docs. 42 and 119.)
Indeed, a hearing is scheduled by the district court on June
28, 2017, to determine whether, and to what extent, the
preliminary injunction should remain in effect.
motion to intervene, Audi's motion to show cause why
various parties and non-parties should be held in contempt,
and attendant motions to quash subpoenas relating to this
show-cause hearing, have been referred to the undersigned.
(Docs. 52, 65, 108, 136.) In an effort to create a more
orderly process out of this proliferation of motions, we are
addressing six of these pending motions, as described below.
Napleton's Motion to Intervene is
outset, Napleton has moved to intervene in this litigation
both as a matter of right under Rule 24(a)(2) and
permissively under Rule 24(b) of the Federal Rules of Civil
Procedure. Under Rule 24 it is well settled that even:
If a party fails to meet the requirements of Rule 24(a) to
intervene as a matter of a right, that party nonetheless may
be granted permission to intervene under Rule 24(b). Rule
24(b) provides, in pertinent part: “On timely motion,
the court may permit anyone to intervene who: ...
has a claim or defense that shares with the main action a
common question of law or fact....” Fed.R.Civ.P.
24(b)(1) (emphasis added). Rule 24(b) further provides that,
when a court exercises its discretion, “the court must
consider whether the intervention will unduly delay or
prejudice the adjudication of the original parties'
rights.” Fed.R.Civ.P.24(b)(3). In exercising its
discretion, the court should consider various factors,
including whether the proposed intervenors will add anything
to the litigation and whether the proposed intervenors'
interests are already adequately represented in the
litigation. Hoots, 672 F.2d at 1136.
Benjamin v. Dep't of Pub. Welfare of Cmwlth.,
267 F.R.D. 456, 464-65 (M.D. Pa. 2010), aff'd sub
nom. Benjamin v. Dep't of Pub. Welfare of
Pennsylvania, 432 F.App'x 94 (3d Cir. 2011).
text of Rule 24(b) implies, decisions regarding requests for
permissive joinder rest in the sound discretion of the court
and will not be disturbed absent an abuse of that discretion.
Hoots v. Com. of Pa., 672 F.2d 1133, 1135 (3d Cir.
1982). By its terms Rule 24(b) provides that:
“On timely motion, the court may permit anyone
to intervene who: . . . has a claim or defense that shares
with the main action a common question of law or fact.”
Fed. R. Civ. P., Rule 24(b)(1)(B). Thus, Rule 24(b),
“lists three requirements for permissive intervention:
(1) ‘timely application'; (2) ‘a question of
law or fact in common' between the ‘applicant's
claim or defense and the main action'; (3) a
determination that the intervention will not ‘unduly
delay or prejudice the adjudication of the rights of the
original parties.' ” United States v. Columbia
Pictures Indus., Inc., 88 F.R.D. 186, 189 (S.D.N.Y.
by these benchmarks, we conclude that Napleton's request
for permissive intervention should be granted. This request
was made early in the litigation and is thus timely.
Moreover, Napleton undeniably has a direct interest in this
lawsuit, in the form of claims and defense that share with
the main action a common question of law or fact. Indeed,
Napleton is a party to the Purchase Agreement which lies at
the heart of this lawsuit, a transaction that Audi seeks to
defeat, and enjoin. In such instances, where an injunction
entered between parties may adversely affect the prospective
contractual rights of a non-party, courts have in the
exercise of their discretion permitted intervention.
United States v. Columbia Pictures Indus., Inc., 88
F.R.D. 186, 188 (S.D.N.Y. 1980); Usery v. Brandel,
87 F.R.D. 670, 681 (W.D. Mich. 1980). Finally, we conclude
that allowing Napleton to intervene will not delay these
proceedings. Quite the ...