Downing v. Globe Direct LLC

• Decision Date: 25 August 2011
• Docket Number: Civil Action No. 10–11138–JLT.
• Citation: 806 F.Supp.2d 461,80 Fed.R.Serv.3d 516
• Parties: Matthew K. DOWNING, Plaintiff, v. GLOBE DIRECT LLC, Defendant.
• Court: U.S. District Court — District of Massachusetts

80 Fed.R.Serv.3d 516

806 F.Supp.2d 461

Matthew K. DOWNING, Plaintiff,

v.GLOBE DIRECT LLC, Defendant.

Civil Action No. 10–11138–JLT.

United States District Court, D. Massachusetts.

Aug. 25, 2011.

Norman M. Monhait, Rosenthal, Monhait & Goddess, P.A., Wilmington, DE, Ian J. McLoughlin, Todd S. Heyman, Edward F. Haber, Shapiro Haber & Urmy LLP, Boston, MA, for Plaintiff.

Chad Michael Shandler, Stephen M. Ferguson, Richards, Layton & Finger, PA, Norman M. Monhait, Rosenthal, Monhait & Goddess, P.A., Wilmington, DE, Joel A. Mintzer, Andrea K. Naef, Robins, Kaplan, Miller & Ciresi, LLP, Minneapolis, MN, Lisa A. Furnald, Robins, Kaplan, Miller & Ciresi L.L.P., Boston, MA, for Defendant.

MEMORANDUM

TAURO, District Judge.I. Introduction

Matthew K. Downing (“Plaintiff”) filed suit against Globe Direct LLC (“Defendant”), alleging a violation of federal driver privacy-protection laws. ¹ Defendant has moved for judgment on the pleadings arguing, inter alia, that Plaintiff has failed to join Massachusetts, which is a necessary and indispensable party to this case. Presently at issue are Defendant's Motion for Judgment on the Pleadings [# 34] and Plaintiff's Cross–Motion for Judgment on the Pleadings [# 37]. For the following reasons, Defendant's Motion is ALLOWED IN PART, and Plaintiffs' Motion is DENIED IN PART.

II. Background ²

On August 12, 2009, the Massachusetts Registry of Motor Vehicles (“RMV”) entered into a contract with Defendant.³ The contract required Defendant to (a) mail out registration renewal notices on the RMV's behalf and (b) solicit and insert advertising into the notices.⁴ Pursuant to the contract, the RMV provided Defendant with the names and addresses of motor vehicle owners to whom Massachusetts wished to mail registration renewal notices.⁵ An addendum to the contract required the RMV to approve “all prospective advertising.” ⁶ Acting on Massachusetts's behalf, Defendant mailed the renewal notices along with advertising inserts.⁷

One person who received Defendant's mailing was Plaintiff, who is the owner of a 1998 Toyota.⁸ Plaintiff, in registering his 1998 Toyota with the RMV, provided the RMV with his name and address.⁹ Plaintiff claims that millions of others have also similarly received such mailings from Defendant.¹⁰

The Drivers Privacy Protection Act (“DPPA”), Plaintiff claims, prohibits the use of personal information, including the names and addresses of motor vehicle owners, for any purpose other than the specific “permitted uses” set forth in §§ 2721(b)(1)—(14) of the DPPA.¹¹ The DPPA only permits the use of personal information for surveys, marketing, or solicitation if the Commonwealth has obtained the express consent of the person to whom the information pertains.¹²

Plaintiff, however, has never given the RMV his consent for the use of his DPPA-protected personal information.¹³

The contract between Defendant and Massachusetts provided that the contract would terminate if there was a “finding of any violation” of the DPPA or “any other federal or Massachusetts state law ... concerning the protection and privacy of personal information.” ¹⁴

On September 18, 2009, Plaintiff sued Defendant, but not Massachusetts. ¹⁵ Plaintiff brought a putative class action on behalf of himself and all similarly situated non-consenting motor vehicle registrants whose names and addresses have been obtained by Defendant from the RMV and whose names and addresses were used by Defendant to mail to them commercial advertisements. ¹⁶ Plaintiff also brought this action on behalf of all non-consenting persons whose vehicles are registered with the RMV and whose personal information will be obtained by Defendant from the RMV and used by Defendants to mail them commercial advertisements, unless Defendant is enjoined from doing so.¹⁷ Plaintiff pleads on information and belief that only a de minimis number of these people, if any, have given the RMV their written consent pursuant to the DPPA.¹⁸

On October 8, 2010, Defendant filed a Motion for Judgment on the Pleadings [# 34], arguing, among other things, that Massachusetts was a necessary party to this case. On November 12, 2010, Plaintiff opposed Defendant's Motion through his own Cross–Motion for Judgment on the Pleadings [# 37].

III. Discussion

A party may move for judgment on the pleadings after the pleadings are closed but early enough not to delay trial.¹⁹ The standard for evaluating a Rule 12(c) motion for judgment on the pleadings is the same as the standard for deciding a Rule 12(b)(6) motion to dismiss.²⁰ To survive a motion for judgment on the pleadings, a complaint must allege sufficient facts to “ ‘raise a right to relief above the speculative level’ ” based upon an “ ‘assumption that all the allegations contained in the complaint are true....’ ” ²¹ A court must view “the facts contained in the pleadings in the light most favorable to the” nonmoving party and draw all reasonable inferences in that party's favor.²²

A. Defendant's Motion for Judgment on the Pleadings

Defendant contends that Massachusetts is a necessary and indispensable party to this action, without whom Plaintiff's action must be dismissed.²³ Plaintiff replies that Massachusetts is no such thing and that equity and good conscience do not permit dismissal.²⁴

1. Legal Standard for Rule 19 Dismissal

Federal Rule of Civil Procedure Rule 19 establishes a two-part analysis to determine whether a court should dismiss an action for failure to join a party. ²⁵ First, Rule 19(a) requires joinder of “necessary” parties when feasible.²⁶ A party is “necessary” if (1) a “court cannot accord complete relief” in that party's absence; ²⁷ or (2) the party “claims an interest relating to the subject of the action and is so situated that disposing of the action in the [party]'s absence may ... impair or impede the [party]'s ability to protect the interest,” or “leave an existing party subject to a substantial risk of incurring double, multiple, or otherwise inconsistent obligations because of the interest.” ²⁸

Second, if a litigant is “necessary” under Rule 19(a)—“required to be joined if feasible”—but cannot be joined,²⁹ then the court must determine whether “in equity and good conscience” the action should proceed among the parties or be dismissed because the litigant is “indispensable” under Rule 19(b).³⁰ Whether a litigant is dispensable is determined by the four factors of Rule 19(b):

(1) the extent to which a judgment rendered in the person's absence might prejudice that person or the existing parties;

(2) the extent to which any prejudice can be lessened or avoided by:

(A) protective provisions in the judgment;

(B) shaping the relief; or

(C) other measures;

(3) whether a judgment rendered in the person's absence will be adequate; and

(4) whether the plaintiff would have an adequate remedy if the action were dismissed for non-joinder.³¹

As a general, well-settled proposition, courts have repeated that a “ ‘party to a contract which is the subject of the litigation is a necessary party.’ ” ³² The First Circuit has affirmed that all parties to a contract must be joined, at least in the case of joint obligees (those to whom a duty is owed).³³ Additionally, a court should “keep in mind the policies that underlie Rule 19, ‘including the public interest in preventing multiple and repetitive litigation, the interest of the present parties in obtaining complete and effective relief in a single action, and the interest of absentees in avoiding the possible prejudicial effect of deciding the case without them.’ ” ³⁴

2. Massachusetts is a Necessary Party and Cannot Be Joined

Massachusetts is a necessary party under Rule 19(a). Massachusetts's ability to protect its interest would be impaired “as a practical matter” under Rule 19(a)(B)(i).³⁵ First, Massachusetts is an obligee under its contract with Defendant. The contract provides various obligations that Defendant shall perform for the benefit of Massachusetts. ³⁶ Massachusetts therefore has, as a practical matter, an interest in Defendant's performance of its obligations. But any decision by this court would effectively invalidate Massachusetts's contract.³⁷

Second, this litigation would automatically terminate Massachusetts's contract.³⁸ This highlights further that the Commonwealth's interest would be impaired by a termination here.³⁹ That is, even if during negotiation Massachusetts could have foreseen that litigation may cause the contract to be terminated, that does not alter the fact that “automatic termination renders the [contract] less valuable” to Massachusetts and impairs its interests.⁴⁰

Joinder of Massachusetts is not feasible here because the Commonwealth enjoys sovereign immunity. The Eleventh Amendment prevents private individuals from suing non-consenting states in federal court. ⁴¹ This immunity also applies to “arms” of the state,⁴² including the RMV.⁴³

Congress, moreover, has not abrogated the States' sovereign immunity with respect to private DPPA lawsuits. Although Congress has the power to abrogate that Eleventh Amendment immunity, such power may only be validly exercised if Congress both (a) “ ‘unequivocally intends to do so’ ” and (b) “ ‘act(s) pursuant to a valid grant of constitutional authority,’ ” such as the authority granted by Section 5 of the Fourteen Amendment. ⁴⁴ That is not the case with the DPPA, under which only “person[s]” are subject to private lawsuits,⁴⁵ and “person” is defined to “not include a State or agency thereof.” ⁴⁶ The DPPA, in fact, explicitly “prevents private actions against states ...” ⁴⁷

3. Massachusetts is an Indispensable Party

The four Rule 19(b) factors together reveal that Massachusetts is an indispensable party.

The first factor—the extent to which a judgment rendered in the person's absence might prejudice that person or the existing parties—weighs heavily in favor of dismissal. The first factor of prejudice, “insofar as it focuses on the absent party, largely duplicates the...