The opinion
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
ALAN BRADFORD LINDNER, et
al.,
Plaintiffs, Case Nos. 1:25-cv-885
v. JUDGE DOUGLAS R. COLE
JEFFREY S. LINDNER, et al.,
Defendants.
OPINION AND ORDER
Alan Bradford Lindner, David C. Lindner, and Robert D. Lindner, Jr.,
Plaintiffs in this action and Trustees of the Robert D. Lindner, Sr. Family Trust, move
to remand this case to the Hamilton County Court of Common Pleas. (Doc. 18). In
support of that result, they argue that, while the case fell within the Court’s diversity
jurisdiction at the time of removal, that is no longer true. Specifically, the
counterclaims that Defendant Jeffrey S. Lindner (a fellow Trustee) filed have
“ballooned” this once-narrow trust-distribution action into a court battle that “will
seriously impact and delay the administration, distribution, and termination of th[e]
Trust.” (Doc. 19, #497).1 As a result, in addition to answering those counterclaims,
Plaintiffs have filed an Amended Complaint (Doc. 16), which names as Defendants
numerous non-diverse parties, all Trust beneficiaries,2 who Plaintiffs contend are
1 Plaintiffs filed their motion and brief in support in separate docket entries. (Doc. 18; Doc.
19).
2 Those new Defendants are Emma Sophia Lindner, Clayton Will Lindner, Sadie Elizabeth
Lindner, Avery Rose Lindner, Andrew David Lindner, John Robert Lindner, Leela Ann
now required to be joined. In their motion to remand, they argue that the presence of
these new Defendants destroys the Court’s subject-matter jurisdiction, (Doc. 19, #497;
see Notice of Removal, Doc. 1). The Court agrees, so it GRANTS Plaintiffs’ motion
and REMANDS this case to the Hamilton County Court of Common Pleas. As
described below, the road to that conclusion takes some twists and turns along the
way, but the basic intuition is this—when, in a case removed solely on diversity
grounds, the removing defendant adds claims to the action post-removal that make
new, non-diverse parties indispensable to the overall dispute, and the plaintiff then
adds those parties as new defendants by amending as a matter of right under Rule
15, the Court has no choice but to remand the case.
BACKGROUND
As noted, Plaintiffs and Defendant Jeffrey S. Linder are Trustees of the Robert
D. Lindner, Sr. Family Trust. (Doc. 2, #116). Plaintiffs sued Jeffrey3 in the Hamilton
County Court of Common Pleas on October 27, 2025, seeking (1) a judicial declaration
that the proposed Trust distribution schedule is lawful, (2) instructions that the Trust
assets shall be distributed according to the proposed distribution schedule,
(3) judicial approval of the Trustees’ administration of the Trust, and (4) a bar on any
claims associated with the Trustees’ administration of the Trust. (Id. at #117–18).
That last request was designed in part to prevent Jeffrey, who had certain objections
Lindner, Sita Kara Lindner, Jolie Elizabeth Lindner, Jill Courtney Lindner Bolt, Trisha
Anne Lindner Flynn, Robert D. Lindner, III. (Doc. 16, #458–459). Of those twelve, seven are
Ohio citizens. (Id.)
3 Because the Linders share a surname, the Court refers to Jeffrey individually by his first
name.
to the proposed asset distribution, from “interfer[ing] or bring[ing] any claim against
any of Plaintiff Trustees in any capacity in connection with the above-described
distribution of Trust assets.” (Id. at #119).
While the merits of that request remain an open question, it is safe to say that
this litigation has not played out as Plaintiffs originally intended. To start, on
December 3, 2025, Jeffrey removed the case to this Court on diversity grounds. (Doc.
1). Since then, Jeffrey has filed an Answer and Counterclaims (Doc. 13), and Plaintiffs
have filed an Answer (Doc. 14) to Jeffrey’s counterclaims and an Amended Complaint
as of right, (Doc. 16). And, in that last filing, Plaintiffs named numerous new parties
as Defendants, many of whom are non-diverse. (Compare Doc. 2, #115 (naming only
Jeffrey as a defendant), with Doc. 16, #458–59 (naming twelve additional defendants,
of which seven are Ohio citizens)). According to Plaintiffs, though, they did not add
those new Defendants entirely of their own accord. Rather, Jeffrey’s counterclaims
changed the scope of the action and thus necessitated the addition of these new
parties, which Plaintiffs accomplished by amending the Complaint. (Reply, Doc. 29,
#573).
Jeffrey, for his part, contends that Plaintiffs do not actually seek any relief
from the new Defendants, and that Plaintiffs have named them as a pretext for
destroying the Court’s subject-matter jurisdiction. (Resp., Doc. 27, #556). Jeffrey says
that the Court should see through this ploy, drop the new, non-diverse Defendants,
and retain jurisdiction over the case. (Id. at #567). Alternatively, he argues that the
Court can exercise subject-matter jurisdiction despite the non-diverse Defendants
under the fraudulent joinder doctrine (which is basically just another way of saying
that the Court must drop those non-diverse Defendants).4 (Id. at #564–66). He also
says that 28 U.S.C. § 1447(e) bars Plaintiffs from filing their Amended Complaint as
of right. (Id. at #563).
Plaintiffs have replied. (Doc. 29). So the matter is ripe for review.
LEGAL STANDARD
A motion to remand an action to state court challenges the Court’s subject-
matter jurisdiction. Eastman v. Marine Mech. Corp., 438 F.3d 544, 549 (6th Cir.
2006). A defendant may remove an action from state court to federal court if the
federal court to which the action is removed would otherwise have had original
jurisdiction. 28 U.S.C. § 1441(a). The defendant, as the removing party, bears the
burden of proving that the federal court has jurisdiction in response to a motion for
remand. Eastman, 438 F.3d at 549. The Court’s determination of its jurisdiction over
the removed action is limited to the legal bases the removing defendant asserted in
its timely filed notice of removal. Miller v. Adamo Grp., No. 1:22-cv-14, 2022 WL
1013090, at *3 (S.D. Ohio Apr. 5, 2022); 28 U.S.C. § 1446(a) (explaining that the
4 “Fraudulent joinder is ‘a judicially created doctrine that provides an exception to the
requirement of complete diversity.’” Casias v. Wal-Mart Stores, 695 F.3d 428, 432 (6th Cir.
2012) (quoting Coyne v. Am. Tobacco Co., 183 F.3d 488, 493 (6th Cir. 1999)). “If the non-
diverse defendant was not fraudulently joined, then the district court lacks subject-matter
jurisdiction and must remand the case to state court. By contrast, if the non-diverse
defendant was fraudulently joined, the court may exercise jurisdiction over the case, but the
court must dismiss that defendant from the action and lacks the power to resolve the merits
of the claims against it.” Cline v. Dart Transit Co., No. 21-3468, 2023 WL 3003190, at *3 (6th
Cir. Apr. 19, 2023) (citations omitted).
removing party must file “a notice of removal … containing a short and plain
statement of the grounds for removal”).
In evaluating the asserted grounds for removal, a district court is not limited
to the factual allegations in the complaint. Bennett v. MIS Corp., 607 F.3d 1076, 1087
n.11 (6th Cir. 2010). Rather, it enjoys wide discretion in the evidence it may review
to assess its subject-matter jurisdiction. Id. But despite that latitude, district courts
must “measure[] all challenges to subject-matter jurisdiction premised upon diversity
of citizenship against the state of facts that existed at the time of filing.” Grupo
Dataflux v. Atlas Glob. Grp., L.P., 541 U.S. 567, 571 (2004). In the removal context,
this means that courts analyze their jurisdiction “at the time of removal, as that is
when the case first appears in federal court.” Perez v. Staples, 31 F.4th 560, 568 (7th
Cir. 2022) (citation omitted).
But that doesn’t mean that a court ignores an amended complaint for purposes
of determining subject-matter jurisdiction. Instead, the measure-as-of-the-time-of-
filing rule concerns “only the actual ‘state of things’ relevant to jurisdiction—
meaning, the facts on the ground, rather than … the claims and parties that the
plaintiff includes in a complaint.” Royal Canin U.S.A., Inc. v. Wullschleger, 604 U.S.
22, 36 n.5 (2025) (quoting Rockwell Intern. Corp. v. United States, 549 U.S. 457, 473
(2007) (“The state of things and the originally alleged state of things are not
synonymous.”)). So for example, a party does not destroy diversity jurisdiction by
moving to a new state, “even if living in that state from the beginning would have.”
Wullschleger v. Royal Canin U.S.A., Inc., 75 F.4th 918, 923 (8th Cir. 2023) (citing
Morgan’s Heirs v. Morgan, 15 U.S. (2 Wheat.) 290, 297 (1817)), aff’d, Royal Canin,
604 U.S. at 36 n.5 (citing with approval the Eighth Circuit’s discussion of this
distinction). That is because the ‘fact’ of the person’s citizenship is measured as of the
time of filing and does not change. But in deciding who counts for purposes of
measuring diversity, i.e., who the parties are, “federal jurisdiction—or its absence—
follows from the amended complaint.” Royal Canin, 604 U.S. at 38. And that includes
removed cases where “amending a complaint to join a non-diverse party destroys
diversity jurisdiction.” Id.; see also 28 U.S.C. § 1447(c) (“If at any time before final
judgment it appears that the district court lacks subject matter jurisdiction, the case
shall be remanded.”).
As further described below, however, the all-parties-in-the-amended-
pleadings-matter principle comes with a potentially important qualifier—“where the
plaintiff’s amended complaint adds a non-diverse defendant that would deprive the
court of subject-matter jurisdiction, courts … ‘must scrutinize more closely an
amended pleading that would name a new non-diverse defendant in a removed case.’”
Page v. Whole Foods Mkr. Servs., No. 1:21-cv-1744, 2021 WL 5109703, at *3 (D.D.C.
Nov. 3, 2021) (quoting Dever v. Fam. Dollar Stores of Georgia, LLC, 755 F. App’x 866,
869 (11th Cir. 2018)). In other words, in this context, the Court must be sensitive to
the possibility that a plaintiff is seeking to amend simply to deprive the removing
defendant of its choice of forum.
LAW AND ANALYSIS
A. 28 U.S.C. § 1447(e) Does Not Bar Plaintiffs from Amending Their
Pleading as of Right Under Federal Rule 15(a)(1)(B), but the Court
May Drop Dispensable Parties Under Rule 21.
Before the Court considers the effect of Plaintiffs’ Amended Complaint on the
Court’s subject-matter jurisdiction, the Court first considers an antecedent
question—whether Plaintiffs were permitted to file that Amended Complaint in the
first instance.
Ordinarily, answering that question would require little more than a
straightforward application of Rule 15. That Rule permits a party to amend a
pleading to which a response is required once as a matter of course no later than 21
days after service of the responsive pleading. Fed. R. Civ. P. 15(a)(1)(B). And here,
Plaintiffs filed their Amended Complaint on February 25, 2026, (Doc. 16)—20 days
after Jeffrey filed his Answer and Counterclaims on February 5, 2026, (Doc. 13).
Thus, by Rule 15’s plain terms, Plaintiffs were entitled to amend.
But, as Jeffrey points out, 28 U.S.C. § 1447(e) arguably complicates this
otherwise simple picture. (Doc. 27, #559–61, 563). That provision states that, “[i]f
after removal the plaintiff seeks to join additional defendants whose joinder would
destroy subject matter jurisdiction, the court may deny joinder, or permit joinder and
remand the action to the State court.” 28 U.S.C. § 1447(e). In Jeffrey’s view, § 1447(e)
trumps Rule 15. (See Doc. 27, #559–61, 563). In other words, even when Rule 15
allows a party to amend as a matter of right to add new parties, those additional
parties are still subject to the Court’s ability to deny joinder under § 1447(e).
Arguments along these lines have spawned a few different approaches in the
federal courts. As one court described the situation: “[t]he relationship between Rule
15 [and] § 1447(e) … is an open question …, with circuit splits and intra-circuit splits
abounding.” Kim v. Accident Ins. Co., Inc., No. 3:23-cv-1220, 2024 WL 3558381, at *4
(M.D. Tenn. July 26, 2024). See generally McDermott v. CareAllies, Inc., 503 F. Supp.
3d 225, 229–36 (D.N.J. 2020) (describing the split in authority at length). And the
Sixth Circuit has yet to clearly address the matter.
The leading case on Jeffrey’s side of the ledger is the Fourth Circuit’s decision
in Mayes v. Rapoport, 198 F.3d 457 (4th Cir. 1999). There, that court explained that,
in its view, “a district court has the authority to reject a post-removal joinder that
implicates 28 U.S.C. § 1447(e), even if the joinder was without leave of court,” or in
other words, even if Rule 15 expressly allowed the plaintiff to amend without seeking
such leave. Id. at 462 n.11 (citations omitted).
Numerous other courts, though, have disagreed. They focus on the language in
§ 1447(e) that says that the statute “appl[ies] where a party seeks to add a defendant.”
Kim, 2024 WL 3558381, at *6. By contrast, “in circumstances (like those here) where
the non-diverse defendant was joined as a matter of right, the § 1447(e) … analysis
is improper.” McDermott, 503 F. Supp. 3d at 232–33 (collecting cases). Rather,
“joinder is disallowed—and therefore, remand denied—only if” the party opposing
remand can prevail under the separate common-law doctrine of fraudulent joinder.
Id. That is to say, the Court would not subject the joinder in that situation to the
typical § 1447(e) statutory analysis, but rather would ask only whether the newly
added parties were fraudulently joined, a court-created doctrine.
So, in McDermott itself, for example, the court concluded that Rule 15 and
§ 1447(e) are ultimately consistent because the latter applies only where the plaintiff
“seeks” (i.e., requests leave from the court) “to join additional defendants whose
joinder would destroy subject matter jurisdiction.” Id. at 233. If one reads the statute
that way, then “[t]he Rule applies in one situation [i.e., when the plaintiff amends as
of right under Fed. R. Civ. P. 15(a)(1)], the statute in another [i.e., when the plaintiff
“seeks” to add the non-diverse parties by requesting leave to amend, 28 U.S.C.
§ 1447(e); Fed. R. Civ. P. 15(a)(2)],” and hence “there is no conflict at all.” Id.
More recently, another court from within the Sixth Circuit agreed with
McDermott’s conclusion that the two provisions do not conflict, but adding to the
diversity of approaches, it rejected the McDermott court’s reliance on the term “seek”
to reconcile the two. Kim, 2024 WL 3558381, at *8. According to that court, “seek”
need not only mean “to ask”—it may “also be understood as ‘to go in search of’ or ‘to
try to acquire or gain: aim at.’” Id. Either of those latter readings, the Kim court said,
“is just as applicable to an amendment taken as a matter of course.” Id. (citation
omitted). But, while Kim rejects reliance on “seek” to explain the result, the court’s
reading of the Rule and the statute was nonetheless straightforwardly textual. The
court noted that, under § 1447(e), the district court has two options by default: it may
either (1) “deny joinder,” or (2) “permit joinder and remand the action to State court.”
Id. at *9. According to the Kim court, when a party amends as a matter of right under
Rule 15, that merely “takes away one of the two options available to a court applying
§ 1447(e)—namely, denying joinder—but leaves available the other option
(permitting joinder and remanding the action to state court).” Id. In other words,
“Rule 15 does not conflict with Section 1447(e) but instead, by requiring the Court to
accept joinder of the new defendant, dictates that the court eschew one of the two
options otherwise available under § 1447(e).” Id.
In the Court’s view, McDermott and Kim are right to carefully focus on the text
of Rule 15 and § 1447(e) before declaring them inconsistent. But between the readings
that McDermott and Kim offer, the Court sides with the former. While Kim rightly
points out that the semantic meaning of “seek” could extend to acts like “search[ing]”
or “aim[ing] at,” id. at *8, it’s less clear to the Court that these terms apply with full
force to matter-of-right amendments, as Kim holds. To start, the meaning of a
statutory provision “does not turn solely on dictionary definitions of its component
words.” Yates v. United States, 574 U.S. 528, 537 (2015). Rather, context matters. And
here, contextual clues seem to counsel a narrower reading than the dictionary
definitions cited in Kim suggest. After all, once a plaintiff files an amended complaint
as of right, the plaintiff is no longer aiming to amend. Rather, he has amended. To
state the point at a higher level of abstraction: while the term “seek” might reach the
acts that Kim describes in other semantic contexts, it’s unnatural to read the term as
including as-of-right amendments because reasonable interpreters of English do not
generally understand the term to refer to completed acts. At bottom, because parties
who amend as of right are not “seeking” to add a new party, the remaining portion of
§ 1447(e), which allows courts, in response to such a request, to either “deny joinder,
or permit joinder and remand the action to the State court” simply does not apply.
But, while the Court concludes that McDermott more faithfully construes the
text of Rule 15 and § 1447(e) in the context of an amendment as of right, the Court is
not persuaded by McDermott’s reliance on fraudulent joinder as a means of rounding
out the Court’s authority to respond to such an amendment. See 504 F. Supp 3d at
232. In other words, while McDermott allows the plaintiff to amend under Rule 15,
that case still subjects the newly added party to a fraudulent joinder analysis, and
the Court is not convinced that is the correct approach. That is because, at least
generally speaking, “[t]he fraudulent joinder doctrine does not apply to joinders that
occur after an action is removed.”5 Cobb v. Delta Exports, Inc., 186 F.3d 675, 677 &
n.5 (5th Cir. 1999) (collecting cases). And while McDermott cites unpublished district
court case law suggesting that Cobb’s limitation on the fraudulent joinder doctrine is
not universally endorsed, see 503 F. Supp. 3d at 235 n.10, the weight of authority
from the courts of appeals agrees with Cobb, see, e.g., Avenatti v. Fox News Network
LLC, 41 F.4th 125, 133 (3d Cir. 2022) (“Fraudulent joinder doctrine does not apply to
party additions that occur after a valid removal.”); Mayes, 198 F.3d at 461 (“Since the
fraudulent joinder doctrine justifies a federal court’s initial assumption of diversity
jurisdiction, it has no effect once the district court actually possesses jurisdiction—
5 Just as the Court was preparing to issue this Opinion and Order, the Sixth Circuit issued
an opinion discussing the fraudulent joinder doctrine. See Voutsiotis v. PNC Bank, NA,
F.4th , No. 25-3826, 2026 WL 1649523 (6th Cir. 2026). But, because the decision is
essentially an application of the doctrine to pre-removal defendants, the typical context in
which that doctrine applies, it does not affect the Court’s analysis here.
including after the case has been removed.”); Schur v. L.A. Weight Loss Ctrs., Inc.,
577 F.3d 752, 764 (7th Cir. 2009) (“[T]he fraudulent joinder doctrine is not directly
applicable to the post-removal context.”).6
In the Court’s view, on this issue, Cobb (and the many cases that adopt its
approach) is right. So because the fraudulent joinder doctrine’s field of operation is
limited to pre-removal joinders, it does not apply here, where the parties were added
post-removal. In sum, a plaintiff has a right to amend to add a party under Rule 15,
and a defendant cannot challenge that addition on fraudulent joinder grounds.
One could argue that these two conclusions, taken together, mean that post-
removal a plaintiff can always divest a district court of subject-matter jurisdiction
simply by naming a non-diverse defendant in an amendment as of right under Rule
15(a)(1). But not so fast. While the fraudulent joinder doctrine itself is not available
to regulate such amendments, at least one other avenue is. Federal Rule of Civil
Procedure 21 “empowers courts to police the litigation’s cast of characters.” Avenatti,
41 F.4th at 130 (citations omitted). That Rule permits a court, “on motion or on its
own” to “add or drop a party” on “just terms.” Fed. R. Civ. P. 21. And a court can use
6 That said, while these cases agree that fraudulent joinder does not directly apply post-
removal, the cases do permit a court to look to “fraudulent joinder principles” as one factor
among others in that context. See Avenatti, 41 F.4th at 133 (“To be sure, consideration of
fraudulent joinder principles might help inform the court’s remand decision.” (citation
omitted)); Mayes, 198 F.3d at 463 (“If the defendants can carry the heavy burden of proving
fraudulent joinder, that fact should be a factor.”); Schur, 577 F.3d at 764 (“We tend to agree
with the Fourth Circuit that, although, the fraudulent joinder doctrine is not directly
applicable to the post-removal context, it can be a relevant factor for determining whether to
permit joinder.”). But because the Court ultimately finds the basic Federal Rule of Civil
Procedure 19 analysis dispositive without reference to fraudulent joinder principles, the
Court elects not to consider those principles. See infra Law & Analysis, Part B.
its Rule 21 discretion to preserve diversity jurisdiction by dropping nondiverse
parties. Avenatti, 41 F.4th at 130–31 (collecting cases). That includes cases removed
on diversity grounds. Further, although § 1447(e) does not apply by its terms to as-
of-right amendments, courts, in exercising their discretion under Rule 21, may look
to the factors that would apply in a § 1447(e) analysis on the theory that those factors
give content to Rule 21’s “just terms” requirement. Id. at 135. In other words, those
factors, which largely underlie the fraudulent joinder doctrine as well, come back into
play indirectly through the Rule 21 analysis. All told then, a plaintiff cannot game
the system by waiting until after removal to add non-diverse defendants against
whom the plaintiff has no claim, and then secure remand based on those new
defendants. It is just that Rule 21, not fraudulent joinder, is the mechanism for
securing that result.
But there are limits to how far a court can go in exercising its discretion under
Rule 21. “A court’s Rule 21 discretion is bounded by: (1) Rule 19, such that
indispensable parties may not be dropped; and (2) Rule 21’s own requirement that no
party be prejudiced.” Id. As described below, the Court finds the Rule 19 limitation
dispositive here, so it declines to consider the impact of any § 1447(e) factors (or the
potential impact of any fraudulent-joinder-type analysis, to the extent that it applies)
on the Rule 21 analysis.
B. Remand is Required Because the New Defendants are Indispensable
Parties Under Rule 19.
Federal Rule of Civil Procedure 19 governs the joinder of “[r]equired” (or
necessary) parties. According to the Sixth Circuit, assessing whether joinder is proper
under Rule 19 is a three-step process:
First, the court must determine whether the person or entity is a
necessary party under Rule 19(a). Second, if the person or entity is a
necessary party, the court must then decide if joinder of that person or
entity will deprive the court of subject matter jurisdiction. Third, if
joinder is not feasible because it will eliminate the court’s ability to hear
the case, the court must analyze the Rule 19(b) factors to determine
whether the court should “in equity and good conscience” dismiss the
case because the absentee party is indispensable.
Glancy v. Taubman Ctrs., Inc., 373 F.3d 656, 666 (6th Cir. 2004) (citations omitted)
(collecting authorities). Applying that test, the Court agrees with Plaintiffs that, in
light of Jeffrey’s counterclaims, the new Defendants are not only necessary, but
indispensable. (Doc. 19, #499–501; Doc. 29, #576–80). The latter means that the Court
cannot drop the parties under Rule 21. And as a result, the Court lacks jurisdiction
over this action.
1. The Non-Diverse Defendants Are Necessary Parties Under Rule
19(a).
Plaintiffs’ argument that the non-diverse Defendants are necessary as Rule 19
uses that term is clear and correct: by asserting his counterclaims, Jeffrey has
challenged fundamental aspects of the Trust, and has therefore implicated the
interests of the new Defendants, each of whom is a beneficiary of that Trust.7 (Doc.
7 That said, Plaintiffs’ broader framing of this issue is not quite right. While they get the basic
point correct, Plaintiffs deny that Rule 19 has anything to do with this case, (Doc. 29, #587),
19, #499–502). Jeffrey seeks (1) a Trust accounting of the five years preceding Robert,
Sr.’s death, as well as a post-death accounting, (see Doc. 13, #368–69); (2) “a
declaratory judgment as to the correct, accurate, and equitable allocation of Trust
assets, liabilities, receipts, and disbursements along with anticipated distribution to
each beneficiary,” which, according to Jeffrey, “includes a request voiding any
improper transfers or distributions and clawing those assets back into the Trust
and/or debiting those assets from distributable shares,” (id. at #369–70); and
(3) compensation for alleged unjust enrichment on the part of Plaintiffs, (id. at #370–
71). In other words, Jeffrey contends that “one or more of the Plaintiffs … improperly
depleted Trust assets,” and he seeks both an accounting, to discover the magnitude
of the alleged wrong, and then to recover the allegedly wrongly depleted assets. (Id.
at #369)
while simultaneously relying on Rule 19 case law for the proposition that the new Defendants
are necessary, (id. at #576–77 (quoting Joseph v. Teitelbaum, No. 1:10-cv-931, 2010 WL
11565404, at *3 (N.D. Ohio May 24, 2010))). The Rule matters in this context because it limits
the Court’s discretion to drop parties under Rule 21. Additionally, Plaintiffs seem to conflate
being “necessary” under Rule 19 with being “necessary” under a state-law rule like the Ohio
Declaratory Judgment Act, Ohio Rev. Code. § 2721.01 et seq. (Doc. 29, #576–80). Plaintiffs
then build on that premise to attack Jeffrey’s fraudulent joinder argument, relying on case
law holding that a “necessary” party in the latter sense can never be fraudulently joined.
(Compare id. at #576–77 (relying on Rule 19 case law for the premise that the new
Defendants are necessary parties), with id. at #587 (relying on Scott v. State Farm Fire &
Case Co., No. 13- 13287, 2014 WL 3054784 (E.D. Mich. July 7, 2014), a Michigan Declaratory
Judgment Act/fraudulent joinder case, for the conclusion that necessary parties can never be
fraudulently joined)). To be sure, the Court agrees with Plaintiffs’ intuition that there is some
overlap here. The Court struggles to conceive of a situation in which it would be appropriate
to conclude that a necessary party under Rule 19 was fraudulently joined. But for purposes
of analytical clarity, the Court notes that they are separate concepts. And ultimately,
Jeffrey’s fraudulent joinder argument fails not because the parties here are necessary, but
because the doctrine does not apply to post-removal amendments in the first instance. See,
e.g., Cobb, 186 F.3d at 677.
Perhaps not surprisingly, “[a]s a general rule, all beneficiaries are necessary
parties [under Rule 19] for just adjudication of an action to remove trustees and
require an accounting or restoration of trust assets.” Tick v. Cohen, 787 F.2d 1490,
1494 (11th Cir. 1986) (citation omitted). Cases articulating this proposition or
something very much like it are legion. See, e.g., Teitelbaum, 2010 WL 11565404, at
*3 (citations omitted) (same); Walsh v. Centeio, 692 F.2d 1239, 1243 (9th Cir. 1982)
(same); see also Carey v. Brown, 92 U.S. 171, 172 (1875) (“The general rule is, that in
suits respecting trust-property brought either by or against the trustees, the cestuis
que trust as well as the trustees are necessary parties.” (italics omitted)); Faunce v.
Bird, 210 F.R.D. 725, 727–28 (D. Or. 2002) (quoting CP Nat’l Corp. v. Bonneville
Power Admin., 928 F.2d 905, 912 (9th Cir. 1991)) (“The Supreme Court has described
necessary parties generally as those persons having an interest in the action who
should be made parties so that the court may ‘finally determine the entire
controversy, and do complete justice, by adjusting all the rights involved in it.’”).
Removing trustees or moving assets into or out of a trust has implications for all the
beneficiaries of that trust, so it only makes sense that they would have a seat at the
table. In sum, the non-diverse trust-beneficiary Defendants are necessary parties
under Rule 19(a).
Jeffrey’s argument to the contrary is unpersuasive. He asserts that
(1) “Plaintiffs originally alleged that no beneficiaries other than Plaintiffs and Jeff
were impacted by the issues before the Court,” and (2) “Plaintiffs … have not
plead[ed] any facts showing that any New Party Defendant claims an interest that
will be impaired by adjudication of this dispute, or that any existing party faces a
substantial risk of multiple or inconsistent obligations in their absence.” (Doc. 27,
#562). In other words, he asserts that Plaintiffs have alleged no new facts to justify
the amendment. But that misunderstands the basis of Plaintiffs’ Amended Complaint
and their arguments here. Again, it is the scope of Jeffrey’s counterclaims, not
Plaintiffs’ claims as amended, that causes Plaintiffs to add the new Defendants as
necessary parties in their Amended Complaint.
2. Joinder of the Non-Diverse Defendants Is Not Feasible Because
It Would Deprive the Court of Subject-Matter Jurisdiction.
Second, the Court considers whether the new, non-diverse Defendants destroy
diversity jurisdiction. Glancy, 373 F.3d at 666. The question answers itself. “Diversity
jurisdiction exists ‘where the matter in controversy exceeds the sum or value of
$75,000’ and is between citizens of different States.” Stryker Empl. Co. v. Abbas, 60
F.4th 372, 380 (6th Cir. 2023) (quoting 28 U.S.C. § 1332(a)). Seven of the twelve new
Defendants are citizens of Ohio, (Doc. 16, #458–59), as are each of the Plaintiffs, (Doc.
2, #115). So allowing the Plaintiffs to add the new Defendants decidedly would
deprive the Court of subject-matter jurisdiction.
3. The Court Should in Equity and Good Conscience Remand the
Case.
Finally, the Court considers whether it should “in equity and good conscience”
decline to adjudicate the case. Glancy, 373 F.3d at 666. An affirmative answer to that
question often results in dismissal. Id. But in the removal context, “[w]here diversity
is destroyed by the joinder of an indispensable party, the case must be remanded,”
Dent v. Allstate Ins. Co., 701 F. Supp. 607, 608 (N.D. Ohio 1988) (citations omitted),
the result that Plaintiffs seek here. So, at bottom, in addition to deciding whether the
non-diverse parties are necessary (which, as described above, they are), the Court
must also decide whether they are indispensable, under Rule 19(b).8 And, if so, the
Court must remand.
Rule 19(b) lays out four factors to guide this analysis. See Fed. R. Civ. P.
19(b)(1)–(4). In applying those factors, the Court is cognizant that “Rule 19 imposes
a ‘pragmatic approach’” to this question. Est. of Plott, 151 F.4th at 853 (quoting
Glancy, 373 F.3d at 665, 669). As a result, “[t]he rule is not to be applied in a rigid
manner but should instead be governed by the practicalities of the individual case.”
Id. (quoting Keweenaw Bay Indian Cmty. v. Michigan, 11 F.3d 1341, 1346 (6th Cir.
1993)). Take the factors in turn.
First, the Court considers “the extent to which a judgment rendered in the
person’s absence might prejudice that person or the existing parties.” Fed. R. Civ. P.
19(b)(1). As noted, Jeffrey’s counterclaims challenge fundamental aspects of the
Trust. In light of that “extensive relief,” it is “extremely likely” that judgment in favor
of either side of this dispute “will affect the absent beneficiaries.” Tick, 787 F.2d at
1495. But remand, by contrast, “will result in negligible prejudice to [Jeffrey] because
8 To be clear, while the word “indispensable” was at one time included in the text of Rule 19,
that is no longer the case. A 2007 amendment removed it. But the notion of indispensability
lives on as part of the analysis under Rule 19. See, e.g., Est. of Plott v. Dep’t of Health & Hum.
Servs., 151 F.4th 848, 852 (6th Cir. 2025). The basic idea, reflected in the language of Rule
19(b), is that some parties are so integral to the dispute that the court cannot “in equity and
good conscience” proceed without them. As the Committee notes to the 2007 Amendment
explain, if a party meets that Rule 19(b) test, the party is indispensable.
of the availability of an alternative forum, namely, the [Ohio] court system.” Id. Thus,
this factor favors a finding of indispensability.
Next, consider factors two and three together. Id.; Teitelbaum, 2010 WL
11565404, at *4. Those factors respectively require the Court to consider “the extent
to which any prejudice could be lessened or avoided,” and “whether a judgment
rendered in the person’s absence would be adequate.” Fed. R. Civ. P. 19(b)(2)–(3).
Here, like the plaintiffs in Tick, Jeffrey seeks “broad relief.” That relief includes, for
example, an “accounting[],” “establishment of constructive or resulting trusts,”
“distribution of trust income and assets,” and “damages” for unjust enrichment, just
as in Tick. 787 F.2d at 1492, 1495. So the Court “find[s] it difficult to envision any
conceivable way to fashion a meaningful judgment which will not affect the absent
beneficiaries[’] interests.” Id. at 1495; see also Teitelbaum, 2010 WL 11565404, at *4
(same).
Finally, consider the fourth factor, “whether the plaintiff would have an
adequate remedy if the action were [remanded] for nonjoinder.” Fed. R. Civ. P.
19(b)(4). This “is the most persuasive factor in this case.” Tick, 787 F.2d at 1495;
Teitelbaum, 2010 WL 11565404, at *4. Here, Plaintiffs (and Defendants9) do. There
is no question that Ohio state courts can hear this type of action if this Court remands
it based on the inability to join the new Defendants. Indeed, “the Ohio courts are the
9 It may be that, in this context, the appropriate question under Rule 19(b)(4) is whether the
“defendant” has an adequate remedy. After all, in the remand context, it is the original
defendant who is losing his preferred forum. Admittedly, though, that is an atextual reading.
That said, here it matters not, as both Plaintiffs and Defendants (both old and new) will have
an adequate remedy in the state court, so the Court declines to further pursue the issue.
superior forum for disposition of this action because it involves questions of Ohio trust
law.” Teitelbaum, 2010 WL 11565404, at *4 (citing Jenkins v. Reneau, 697 F.2d 160,
163 (6th Cir. 1983)).
In sum, all four Rule 19(b) factors point the same direction—the new, non-
diverse Defendants are indispensable parties. That means that the Court cannot drop
them under Rule 21. And that in turn means that the Court lacks diversity
jurisdiction.
* * *
In short, the Court GRANTS Plaintiffs’ Motion to Remand (Doc. 18). That
leaves three other motions pending: (1) Plaintiffs’ Motion to Seal (Doc. 3), (2) Jeffrey’s
Motion to Disqualify Counsel (Doc. 12), and (3) Jeffrey’s Motion for Extension of Time
to File Answer (Doc. 25). Because the Court lacks jurisdiction, the Court DENIES
the latter two as MOOT. See, e.g., Mich. Dep’t of Env’t, Great Lakes & Energy v. STS
Hydropower, LLC, 609 F. Supp. 3d 552, 562 (W.D. Mich. 2022). As to the first, the
Court notes that the Motion to Seal broadly requests “that the entire record in this
case … be restricted from all public access.” (Doc. 3, #122). That overbroad claim for
relief does not even approach the necessary showing under the Sixth Circuit’s
decision in Shane Group, Inc. v. Blue Cross Blue Shield of Mich., 825 F.3d 299 (6th
Cir. 2016). So the Court DENIES the Motion to Seal (Doc. 3). But, as the Court “has
authority to seal documents before it, based upon the court’s inherent supervisory
authority over its own files and records,” United States v. Pickard, 733 F.3d 1297,
1300 (10th Cir. 2013) (citations omitted), even after the case has ended, the Court
will permit the parties to file a renewed post-remand motion to seal that (1) identifies
particular documents in this Court’s record that the parties believe should be sealed,
and (2) explains how sealing those documents is consistent with the demands of
Shane Group.
CONCLUSION
For the above reasons, the Court GRANTS Plaintiffs’ Motion to Remand (Doc.
18) and ORDERS the Clerk to REMAND this case to the Hamilton County Court of
Common Pleas. The Court DENIES all other pending motions. Consistent with that,
the Court DIRECTS the Clerk to terminate this matter on the Court’s docket.
SO ORDERED.
June 10, 2026
DATE DOUGLAS R. COLE .
UNITED STATES DISTRICT JUDGE
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