Janey Montgomery Scott, Inc. v. Shepard Niles, Inc

Facts

Plaintiff, a Pennsylvania investment banking corporation, brought a breach of contract action against Defendant. The Underwood Group (Underwood) is a Pennsylvania corporation and Defendant is a New York corporation. Plaintiff and Underwood executed an Investment Banking Agreement in which Plaintiff agreed to be an advisor to Underwood and its subsidiaries, including Defendant corporation, and to assist them in obtaining private placement financing to refinance Defendant’s debt. When Plaintiff’s actions did not show results, Underwood entered into negotiations with Unibank to provide private placement funding. Plaintiff contends that under the Investment Banking Agreement, the advice Plaintiff gave to Underwood entitles Plaintiff to a contingency fee from Underwood. Plaintiff now tries to recover this fee. First, Plaintiff filed a suit against Unibank for tortious interference with contract, but when Plaintiff tried to amend the complaint to add Defendant, the court denied the motion. Thus, Plaintiff filed a suit in district court against Defendant for breach of contract. Defendant then filed a Motion to Dismiss, which was denied. However, Appellee’s subsequent Motion for Judgment on the Pleadings was granted for failure to join an indispensable party. The indispensable party was Appellee’s parent corporation, the Underwood Group. The district court had to make a determination that Underwood was a necessary party before it could hold that Underwood was an indispensable party whose nonjoinder required dismissal because joinder would deprive the court of diversity jurisdiction.