JAMES D. KLEIN and MARGARET L.K. SELIAN, Plaintiffs,
MARK C. KLEIN Defendant, and GEROLD K. V. KLEIN, JR., ELEANOR K. IYER, KATE E. KLEIN, PETER L. KLEIN, and MARGARET L. KLEIN, Parties-in-Interest.
ORDER ON DEFENDANT'S MOTION TO DISMISS
E. Walker Justice
before the court is Defendant Mark C. Klein's motion to
dismiss for failure to join necessary parties or, in the
alternative, for an order requiring the mandatory joinder of
necessary parties. Oral argument was held on January 26,
on the following, Defendant's motion to dismiss or for an
order requiring mandatory joinder is denied.
to the second amended complaint, Dr. Gerold K.V. Klein and
Mrs. Margaret L. Klein were married and had seven children.
(2d Amend. Compl. ¶¶ 1-2.) Dr. Klein died testate
on June 11, 1994. (Id. ¶ 6.) Dr. Klein's
will bequeathed substantially all of his assets to Mrs.
Klein. (Id. ¶ 8.) The will gave Mrs. Klein the
authority to disclaim any property passing under the will,
which would then be distributed to a "Disclaimer
Trust." (Id. ¶¶ 9-10.) Pursuant to
the terms of the will, income from the Disclaimer Trust was
to be paid to Mrs. Klein. (Id. ¶11.) Upon Mrs.
Kelin's death, the remaining corpus of the Disclaimer
Trust is to be distributed to the seven children. (Id.
¶ 12.) Thus, the seven children are remainder
beneficiaries of the Disclaimer Trust. (Id. ¶
13.) The will appointed Mrs. Klein as trustee of the
Disclaimer Trust and authorized her to appoint a co-trustee.
(Id. ¶ 14.) Mrs. Klein appointed Defendant Mark
C. Klein, one of the seven children, as co-trustee of the
Disclaimer Trust. (Id. ¶ 15.)
complaint alleges that, on or about March 6, 1995, Mrs. Klein
disclaimed her interest in certain patents bequeathed to her
under the will and assigned those patents to the Disclaimer
Trust. ( Id. ¶¶ 37-39.) On April 15, 1998,
Mrs. Klein and Defendant, as trustees of the Disclaimer
Trust, assigned the patents to Mrs. Klein. (Id.
¶ 43.) That same day, Mrs. Klein transferred her
interest in the patents to Defendant. (Id. 1 44.)
The complaint alleges that Defendant has profited from
licensing the patents to another company. (Id.
April 13, 2015, five of the seven siblings, James D. Klein,
Margaret L.K. Selian, Eleanor K. Iyer, Kate E. Klein, and
Peter L. Klein filed this action against Defendant. (Compl.
1.) The complaint sought a declaratory judgment that the
assignment of the patents is voidable and that the siblings,
as remainder beneficiaries, are entitled to an accounting of
the Disclaimer Trust and a portion of the profits from the
licensing of the patents. (Id. ¶¶ 76-79.)
The complaint also asserted five counts of breach of
fiduciary duty, one count of tortious interference with
expectancy of a legacy, and one count of unjust enrichment
against Defendant. (Id. ¶¶ 80-116.) The
complaint also sought to remove Defendant as trustee of the
Disclaimer Trust. (Id. ¶¶ 117-20.) The
complaint named Mrs. Klein and another sibling who chose not
to participate in action, Gerold K.V. Klein, Jr., as
parties-in-interest. (Id. at 1.)
complaint was amended on July 10, 2015, because one of the
sibling-plaintiffs, Kate E. Klein, had decided to withdraw
from the litigation. (Amend. Compl. 1.) The amended complaint
named Kate E. Klein as a party-in-interest in the action.
(Id.) The complaint was amended a second time on
October 6, 2015, because two additional sibling-plaintiffs
also decided to withdraw from the litigation. (2d Amend.
Compl. 1.) Only two of the siblings, James D. Klein and
Margaret L.K. Selian, remain as plaintiffs in this action
(collectively "Plaintiffs"). (Id.)
Plaintiffs have named of the all of the other siblings,
Gerold K.V. Klein, Jr., Eleanor K. Iyer, Kate E. Klein, Peter
L. Klein (collectively the "Non-Plaintiff
Siblings"), and Mrs. Klein as parties-in-interest.
October 28, 2015, Defendant filed a motion to dismiss for
failure to join necessary parties or, alternatively, for an
order requiring mandatory joinder of necessary parties. (Def.
Mot. Dismiss 1.) Defendant asserts that the Non-Plaintiff
Siblings are necessary parties to this action under Maine
Rule of Civil Procedure 19(a) because of their interests in
the remainder of Disclaimer Trust. (Id. at 6.)
Defendant asserts that, without joinder of the Non-Plaintiff
Siblings as plaintiffs or defendants, complete relief cannot
be accorded, that disposition of this action may impair the
Non-Plaintiff Siblings' ability to protect their
interests, and that Defendant could be subject to multiple
litigations. (Id. at 6-8.) Plaintiffs do not dispute
that the Non-Plaintiff Siblings are necessary parties. (Pis.
Opp'n to Def. Mot. to Dismiss 4-8.) Rather, Plaintiffs
argue that joinder of the Non-Plaintiff Siblings as
parties-in-interest satisfies Rule 19(a). (Id.)
Defendant argues that Plaintiffs' joinder of the
Non-Plaintiff Siblings as parties-in-interest does not
satisfy Rule 19(a) and that the Non-Plaintiff Siblings must
be joined as plaintiffs or defendants in this
litigation. (Def. Reply to Pis. Opp'n to Def. Mot.
STANDARD OF REVIEW
to Maine Rule of Civil Procedure 12(b)(7), the court may
dismiss a civil action when the complaint fails to join a
necessary party pursuant to Rule 19. M.R. Civ. P. 12(b)(7).
However, if joinder of a necessary party is feasible, the
court may order the party be join in the action? M.R. Civ. P.
interpreting the Maine Rules of Civil Procedure, the court
looks to the plain language of the rule to determine its
meaning. Gauthier v. Gerrish, 2015 ME 60, ¶ 9,
116 A.3d 461. Maine Rule of Civil Procedure 19(a) provides:
A person who is subject to service of process shall be joined
as a party in the action if (1) in the person's absence
complete relief cannot be accorded among those already
parties, or (2) the person claims an interest relating to the
subject of the action and is so situated that the disposition
of the action in the person's absence may (i) as a
practical matter impair or impede the person's ability to
protect that interest or (ii) leave any of the persons
already parties subject to a substantial risk of incurring
double, multiple, or otherwise inconsistent obligations by
reason of the claimed interest. If the person has not been so