LLC v. Michael P. Last et al., Co–Executors of the Estates of John J. Last and Lisa Last (2011)

MEMORANDUM OF DECISION IN RE MOTION TO STRIKE

The plaintiff, Woodlawn Shopping Center, LLC and the plaintiff, David Bender, a member of the co-plaintiff LLC, bring this action against the estates of two deceased members of the plaintiff LLC. The 14–count complaint is comprised of eight counts that assert claims on behalf of the plaintiff David Bender, individually, and seek various forms of relief on his behalf, and six other counts that assert claims of the plaintiff LLC, and seek relief on its behalf.   The defendants move to strike the complaint on the grounds that the complaint fails to name as parties the three other individuals who, like David Bender, are members of the plaintiff LLC. The defendants argue that these individuals are indispensable parties to the present action, and that, accordingly, their failure to be joined renders the complaint legally insufficient and subject to being stricken in its entirety.   The plaintiffs dispute the defendants' characterization of these other members of the plaintiff LLC as indispensable, and on that basis oppose the motion to strike.   The court agrees with the plaintiffs.

In the court's view, while the three remaining members of the plaintiff LLC may be considered “necessary parties” under Connecticut law, they are not “indispensable parties” to the present action in the sense that their absence prevents the action from proceeding.   These individuals are “necessary parties” because, as members in the plaintiff LLC, they are persons “having an interest in the controversy.”  In Re Devon B., 264 Conn. 572, 579 (2003).   The law, however, does not require the joinder of all parties with an interest in the controversy.   In fact, joinder is not compelled even as to those who “ought to be made parties,” and whose presence would enable the court to do “complete justice, by adjusting all the rights involved in [the case].”  Id. Rather, joinder is required under our rules only where a party is “indispensable”—that is, where a party's entitlement to notice and the opportunity to defend one's interests are “mandated [by] due process principles.”  Hilton v. New Haven, 233 Conn. 701, 722 (1995).   An indispensable party is one whose interests are so intertwined with those of the parties before the court that joinder is required in order to avoid a result “wholly inconsistent with equity and good conscience.”  Fong v. Planning and Zoning Board of Appeals, 212 Conn. 628, 632 (1989).

Applying these principles here, the court concludes that although the other members of the plaintiff LLC may have an interest in these proceedings, these proceedings nevertheless may be fully adjudicated without joinder of these parties and without prejudice to their rights and interests.   As a result, these parties are not indispensable and their joinder is not required by law.   In the court's opinion, the rights of these other members of the plaintiff LLC will be adequately safeguarded, in the first instance, by those counts of the complaint brought on behalf of the LLC itself.   As such, this is not a case in which the adjudication of the present action is likely to result in “the invalidation and deprivation of rights” of a party who has not been joined.   Fong v. Planning and Zoning Board of Appeals, supra, 212 Conn. 633.   To the contrary, these individuals, as members of the LLC, have actual notice of these proceedings and are entitled to take such action as they deem necessary to secure and protect their individual and separable rights.   For example, these parties, who unquestionably are in the best position to assess their interests and how best to protect them, may themselves affirmatively seek to be made parties to the present action.  Practice Book §§ 9–6 and 9–18;  General Statutes §§ 52–102 and 52–107.   Finally, as to the relief that plaintiff David Bender seeks for alleged violations of his individual rights, any similar individual rights that the remaining members of the LLC may claim to possess will remain intact after the resolution of the present action.   In fact, to the extent that David Bender recovers individually and to the perceived detriment of either the LLC itself or any of its individual members, those aggrieved parties are not without recourse to seek appropriate relief from David Bender.

For these reasons, the court concludes that the other members of the plaintiff LLC are not indispensable parties whose “presence is absolutely necessary in order to assure a fair and equitable trial.”  In re Devon B., supra, 264 Conn. 580.   On that basis, and because the principles of due process are not offended by the plaintiffs' failure to join these individuals as parties, the defendants' Motion to Strike is hereby denied.

The Court

Gold, J.

Gold, David P., J.