The opinion
United States District Court
for the
Southern District of Florida
Jiangmen Benlida Printed Circuit )
Co., Ltd. and ROK Printed Circuit )
Co., Ltd., Plaintiffs, )
) Civil Action No. 21-60125-Civ-Scola
v. )
)
Circuitronix, LLC, Defendant. )
Order Granting in Part and Denying in Part Motion to Dismiss
Plaintiffs Jiangmen Benlida Printed Circuit Co., Ltd. (“Belinda”) and ROK
Printed Circuit Co., Ltd. (“ROK”) complain Defendant Circuitronix, LLC, owes
them over $13 million for unpaid invoices for circuit boards Circuitronix
ordered and which the Plaintiffs delivered. (3rd Am. Compl. (“Compl.”), ECF No.
26.) The complaint encompasses two counts: the first for breach of contract;
and the second for account stated. (Compl. ¶¶ 438–57.) Circuitronix seeks
dismissal of the complaint, arguing (1) it is an improper shotgun pleading
because it lumps both Plaintiffs together without explaining why each Plaintiff
has a distinct claim against Circuitronix; (2) ROK failed to mediate its claims
against Circuitronix, as required by the parties’ agreement, prior to filing suit
against Circuitronix; and (3) the Plaintiffs failed to join an indispensable party
who cannot be joined without destroying diversity, thus requiring dismissal
under Federal Rule of Civil Procedure 19. (Def.’s Mot., ECF No. 27.) The
Plaintiffs oppose the motion, insisting (1) its allegations properly put
Circuitronix on notice of the claims against it; (2) ROK did participate in
mediation; and (3) the absent party is neither required nor indispensable; or, if
it is, that party would be, at most, a nominal party and would therefore be
disregarded for the purposes of diversity jurisdiction. (Pls.’ Resp., ECF No. 28.)
Circuitronix thereafter timely replied. (Def.’s Reply, ECF No. 30.) After review,
the Court agrees with Circuitronix that ROK has failed to mediate its claims
and, therefore dismisses ROK’s claims against Circuitronix. With ROK’s claims
dismissed, the shotgun pleading aspects of the complaint are obviated. Lastly,
the Court does not find dismissal under Rule 19 warranted. Accordingly, the
Court grants in part and denies in part Circuitronix’s motion to dismiss (ECF
No. 27).
1. ROK failed to mediate its claims against Circuitronix prior to filing
suit, as required by the parties’ agreement.
Mediation sessions regarding this action were conducted on May 24, 25,
and 28, 2021, via videoconferencing. Present during those sessions were
Huang Xiangjiang and Huang Hanchao who happen to be principals and
members of both Benlida and ROK. After the first two days of mediation, the
Plaintiffs sought, and received, Circuitronix’s consent to amend their complaint
to add ROK as a plaintiff. That amended complaint was eventually filed, a few
days after the conclusion of the failed mediation.
The Plaintiffs do not dispute that the parties’ agreement requires
mediation as a condition precedent to litigation. Instead, they maintain ROK
did participate in mediation, as evidenced by (1) the participation of two of
ROK’s principals and members in the three-day, May 2021 mediation
conducted between Benlida and Circuitronix; and (2) the Plaintiffs’ submission
of the proposed third-amended complaint to the Circuitronix, in between the
second and third day of the May mediation, that added ROK as a plaintiff in
this case. (Pls.’ Resp. at 3.) The Court is not persuaded.
The Plaintiffs insist that, between the forwarding of the third-amended
complaint to opposing counsel and the concurrence of Huang Xiangjiang and
Huang Hanchao’s roles in both Benlida and ROK, Circuitronix’s counsel “was
clearly aware . . . that both Benlida and ROK were represented by the Huangs
at the mediation.” (Id.) Furthermore, the Plaintiffs continue, “if the parties had
reached a settlement, it naturally would have been papered with a standard
settlement agreement that resolved all claims between the parties and their
affiliates.” (Id.) Without more, the Plaintiffs’ offer falls far short of establishing
that ROK actually participated in the mediation. The Plaintiffs have neglected
to show that anyone other than Benlida and Circuitronix participated in the
May mediation. Simply because Huang Xiangjiang and Huang Hanchao hold
simultaneous roles in the two plaintiff entities does not mean they were, in
fact, acting in both those capacities during the mediation. Indeed, ROK itself
does not even say that ROK genuinely appeared or participated in the
mediation. Rather, Huang Hanchao’s affidavit explains only that, since
Circuitronix’s principal, in attendance at the mediation, knows both Huang
Xiangjiang and Huang Hanchao personally, and [their] positions, he could not
have any confusion that both Benlida and ROK were ‘present’ during the
mediation.” (Decl. of Huang Hanchao ¶ 2, ECF No. 29-3.) But Huang
Xiangjiang and Huang Hanchao might be the principals of any number of
entities—that status alone does not mean they can or should be presumed to
be acting in those capacities at all times. Nor does Huang Hanchao’s further
explanation, in his affidavit, that Circuitronix’s principal “is quite aware that
both [Huang Xiangjiang and Huang Hanchao] speak for Benlida and ROK,”
show that ROK actually mediated its dispute with Circuitronix—at most it
establishes that Huang Xiangjiany and Huang Hanchao could have, had they
chosen too, represented ROK at the mediation. But their ability to do so says
nothing about whether they, in fact actually did so.
Without more, the Plaintiffs have failed to show that ROC complied with
the pre-suit mediation required by the parties’ agreement. As such, and as
ROK does not dispute, under Florida law, “[w]here the parties’ agreement
requires mediation as a condition precedent to . . . litigation,” and no mediation
has taken place, “the complaint must be dismissed.” 3-J Hosp., LLC v. Big Time
Design, Inc., 09-61077-CIV-MARRA, 2009 WL 3586830, at *2 (S.D. Fla. Oct.
27, 2009) (citing Kemiron Atlantic, Inc. v. Aguakem Intern., Inc., 290 F.3d 1287
(11th Cir.2002)). Because the dismissal of ROK’s claims is not on the merits, it
is without prejudice.1
2. Dismissal of the complaint is not warranted under Rule 19.
Circuitronix contends non-party Circuitronix Hong Kong Ltd., an
affiliated party, is a necessary and indispensable party but that its joinder
would destroy diversity. Accordingly, says Circuitronix, the Court must dismiss
this case. The Court disagrees.
In determining whether a party is indispensable under Rule 19, a court
must first determine whether, under the standards of Rule 19(a), the proposed
party is one who should be joined if feasible. Focus on the Family v. Pinellas
Suncoast Transit Auth., 344 F.3d 1263, 1280 (11th Cir. 2003). If so, but the
party cannot actually be joined (because, for example, joinder would divest the
court of jurisdiction), then the court must evaluate whether, under the
standards of Rule 19(b), the litigation may nonetheless continue. Id.
“In making the first determination—i.e., whether the party in question
should be joined, pragmatic concerns, especially the effect on the parties and
the litigation, control.” Id. (cleaned up). A party will satisfy this assessment if
(A) the court determines that “in that person’s absence, the court cannot
accord complete relief among existing parties”; or (B) if complete relief can be
afforded, the absent party “claims an interest relating to the subject of the
action.” Fed. R. Civ. P. 19(a)(1)(A)–(B). If the absent party claims an interest in
1 The Court also agrees with Circuitronix that the Plaintiffs’ allegations, with respect to any
claims ROK may have against Benlida, are decidedly problematic—especially in light of the
Plaintiffs’ explicit acknowledgment that “all of the moneys owed by Circuitronix are owed to
Belinda, not ROK.” (Decl.¶ 4.) But, because the Court is dismissing ROK’s claims for its failure
to comply with its mediation obligation, and because the deadline to amend the pleadings has
long since passed, there is no need to delve further into that issue.
the action, then it must also be shown that the absent party “is so situated
that disposing of the action in [that party’s] absence may” either (i) “impair or
impede [the absent party’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)(1)(B)(i)–(ii).
As to the first factor, Circuitronix has not carried its burden of showing
that complete relief cannot be granted between the present parties. Instead, all
it proffers in that regard is that “the entire controversy concerning the
Manufacturing Agreement simply cannot be resolved completely among the
existing parties, Benlida and Circuitronix, without the other two parties to the
Manufacturing Agreement, ROK2 and Circuitronix Hong Kong, present in this
case.” (Def.’s Mot. at 14.) Although Circuitronix describes this agreement in its
motion, it neglects to identify where in the complaint Benlida raises an issue
related to this particular agreement never mind an issue relating to that
agreement that would implicate Circuitronix Hong Kong’s interests in the
subject matter of this action. Indeed, the Court has carefully reviewed the
complaint and notes no mention of this agreement within the complaint’s 457
paragraphs and certainly no mention of how this agreement would affect
Benlida’s claim to amounts due on the hundreds of listed invoices. Further,
Circuitronix’s concerns that Circuitronix Hong Kong “would not necessarily be
bound by the results of [this] case,” has no impact on the analysis of whether
the Court can fashion complete relief among the existing the parties. Benlida’s
request for relief is based on amounts due under hundreds of allegedly unpaid
invoices. And Benlida has chosen, in this action, to seek relief against only
Circuitronix. Circuitronix fails to explain why a judgment against it, on those
claims, would require Circuitronix Hong Kong’s joinder to accord Benlida
complete relief on the claims that are before the Court. Accordingly,
Circuitronix fails to persuade that Circuitronix Hong Kong is a required party
under Rule 19(a)(1)(A).
As to the second factor, Circuitronix has also failed to establish that
Circuitronix Hong Kong “claims an interest relating to the subject of the action”
as required by Rule 19(a)(1)(B). To be sure, “[i]f a defendant seeks refuge
in Rule 19(a)(1)(B), it must allege in its own pleadings that the non-
2 Circuitronix also argue that ROK is a necessary party but does not present any argument
that either the Court should order its joinder or that its joinder is not feasible. Furthermore,
the Court finds Circuitronix’s position that ROK is a necessary party meritless because
Circuitronix itself acknowledges, in its reply, that ROK has absolutely no interest whatsoever in
any of the invoices identified in Benlida’s complaint—which invoices comprise the entire
subject matter of this action. (See Def.’s Reply at 5–6.)
parties claim an interest in the litigation.” Pers. v. Lyft, Inc., 1:19-CV-2914-
TWT, 2021 WL 3362742, at *8 (N.D. Ga. June 7, 2021). Here, Circuitronix has
lodged, in its motion to dismiss, only the vague supposition, without any
meaningful support, that Circuitronix Hong Kong is a party to the
“Manufacturing Agreement and claim[s] an interest in the subject matter of this
action.” (Def.’s Mot. at 13.) That is not enough to show that Circuitronix Hong
Kong has a genuine interest in this lawsuit. Circuitronix’s other hypotheses
regarding Circuitronix Hong Kong’s interest in this case fare no better. For
example, Circuitronix’s concern that, if it defeats Benlida’s claims on the merits
in this case, that “either Benlida or ROK could potentially attempt a second
bite at the apple by seeking a recovery from Circuitronix Hong Kong in a
subsequent lawsuit” (Def.’s Mot. at 14), has no bearing on whether Circuitronix
Hong Kong has an interest in this litigation, never mind whether it has actually
claimed such an interest. The same is true of Circuitronix’s concern that
Benlida “could seek a second windfall recovery on the same invoices from
[Circuitronix Hong Kong] in a subsequent action.” (Id.) Again, this fails to show
how Circuitronix Hong Kong claims an interest in this case. Because of this
failure, Circuitronix cannot show that Circuitronix Hong Kong is a required
party under 19(a)(1)(B). See Hickerson v. Enterprise Leasing Co. of Ga., LLC, 818
F. App’x 880, 884 n.6 (11th Cir. 2020) (requiring a non-party to claim an
interest in the subject of the action under Rule 19(a) where complete relief is
available). Accordingly, the Court need not assess whether Circuitronix Hong
Kong would be an indispensable party under Rule 19(b), thus heading off
Circuitronix’s attempt to dismiss this case under Rule 19. As such, this case
can proceed with the current parties.
3. Conclusion
As set forth above, the Court grants Circuitronix’s motion with respect to
dismissing ROK’s claims from this case, based on ROK’s failure to mediate, as
required by the parties’ agreement. Accordingly, the Court essentially denies as
moot Circuitronix’s motion to the extent it argues the complaint is a shotgun
pleading. Finally, the Court denies Circuitronix’s motion to dismiss this case in
its entirety under Rule 19. In sum, the Court grants in part and denies in
part Circuitronix’s motion (ECF No. 27).
Circuitronix must respond to the complaint, in which Benlida is now the
sole plaintiff, on or before October 1, 2021.
Done and ordered in Miami, Florida, on September 22, 2021. 7
Robert N. Scola, Jr.
United States District Judge