Manning v. Jaeger
| Decision Date | 02 September 2021 |
| Docket Number | No. 20200332,20200332 |
| Citation | 964 N.W.2d 522 |
| Parties | Richard MANNING, Plaintiff and Appellee v. Alvin A. JAEGER, Defendant and Appellee and Continental Resources, Inc., Interested Party and Appellant |
| Court | North Dakota Supreme Court |
John E. Ward, Bismarck, ND, for plaintiff and appellee; submitted on brief.
Matthew A. Sagsveen, Bismarck, ND, for defendant and appellee; submitted on brief.
Lawrence Bender, Bismarck, ND, and Andrew D. Sims, Fort Worth, TX, for interested party and appellant; submitted on brief.
[¶1] Continental Resources, Inc. ("Continental") appeals from a district court amended order denying its motion to intervene in this proceeding. We conclude the district court did not err in denying Continental's amended motion to intervene. We decline Continental's request for this Court to exercise its supervisory authority to direct the district court to vacate its prior order for reinstatement. We affirm.
[¶2] P&P Industries, LLC I ("P&P"), a foreign limited liability company, initially obtained a certificate of authority to transact business in North Dakota as a foreign limited liability company in December 2012. Richard Manning is the managing member of the LLC. On May 22, 2015, Secretary of State Alvin Jaeger revoked the certificate of authority of P&P in North Dakota as a result of P&P's failure to file its annual report.
[¶3] On April 14, 2020, Manning, represented by counsel, filed a petition and supporting exhibits on behalf of P&P in the district court appealing for reinstatement under N.D.C.C. § 10-32.1-91, seeking to reinstate P&P's authority to transact business in this state as a foreign limited liability company. The Secretary of State admitted service of the petition, waived the right to any further notice, and consented to the immediate reinstatement of P&P After reviewing the petition and exhibits, the court entered an order for reinstatement on April 16, 2020. No party has appealed from the April 2020 reinstatement order.
[¶4] In May 2020, Continental moved the district court to intervene in this matter and to vacate the reinstatement order. Continental sought to intervene as a matter of right and asserted the district court's reinstatement order was void. Continental asserted Manning filed the petition to defeat its motion to dismiss P&P's counterclaims in a pending matter on remand in Williams County district court. See Continental Res., Inc. v. P&P Indus., LLC I , 2018 ND 11, 906 N.W.2d 105. Continental also asserted that Manning lacked statutory standing to seek reinstatement because the statute requires the entity to file the petition for reinstatement and that P&P did not meet the requirements for obtaining a foreign LLC certificate of authority because it did not exist as an entity in Delaware, the state of its formation, at the time of the petition and the reinstatement order.
[¶5] Manning filed a response in opposition to Continental's motion, which included a "statement of correction" executed by Manning, correcting the record to show P&P had been revived as an LLC in Delaware on May 4, 2020, and attaching a certificate of revival in the state of Delaware. On August 12, 2020, the district court entered an order that denied Continental's motion to intervene because it failed to file with its motion a pleading asserting a claim or defense as required under the rules. Continental subsequently filed an amended motion and brief in support of its amended motion with a proposed pleading.
[¶6] After an October 2020 hearing, the district court entered an order denying Continental's amended motion to intervene and refusing to consider its request to vacate the order for reinstatement. In its order denying intervention, the court held Continental's claimed interest in this proceeding derives from the motion to dismiss it filed in the separate pending lawsuit. The court rejected Continental's argument that it has a right to intervene in this proceeding merely because the court's prior reinstatement order affects an argument Continental is asserting in the separate action. The court concluded this was not a legally protectable interest in the appeal for reinstatement.
[¶7] The district court held reinstatement under N.D.C.C. § 10-32.1-91 involves only the company seeking reinstatement and the Secretary of State. The court found the Secretary had clearly consented to the immediate reinstatement of P&P no other parties are involved; and Continental had no interest in P&P's reinstatement. The court therefore denied Continental's amended motion to intervene.
[¶8] Continental's amended motion relied on N.D.R.Civ.P. 24 and 60, and sought an order from the district court permitting it to intervene as a matter of right and vacating the court's April 2020 order for reinstatement. Continental has appealed from the order denying its amended motion to intervene. See Wyatt v. R.D. Werner Co., Inc. , 524 N.W.2d 579, 580 (N.D. 1994) (). While Continental raises a number of issues, the dispositive issue raised on appeal is whether the district court erred in denying Continental's motion to intervene under N.D.R.Civ.P. 24(a)(2).
[¶9] Rule 24(a), N.D.R.Civ.P., allows for intervention as a matter of right and provides that, on timely motion, the court must permit anyone to intervene who:
(1) is given an unconditional right to intervene by a statute; or (2) claims an interest relating to the property or transaction that is the subject of the action , and is so situated that disposing of the action may as a practical matter impair or impede the movant's ability to protect its interest, unless existing parties adequately represent that interest.
(Emphasis added.) We have construed N.D.R.Civ.P. 24 liberally, and intervention has historically been liberally granted in North Dakota. Pub. Serv. Comm'n v. Grand Forks Bean Co., Inc. , 2017 ND 201, ¶ 13, 900 N.W.2d 255 ; White v. T.P. Motel, LLC , 2015 ND 118, ¶ 22, 863 N.W.2d 915 ; see also Eichhorn v. Waldo Twp. Bd. of Supervisors , 2006 ND 214, ¶ 16, 723 N.W.2d 112 (). We have also said, however, that "[e]ven though liberally granted, post-judgment intervention is unusual and not often granted." Minn-Kota Ag Prods., Inc. v. N.D. Pub. Serv. Comm'n , 2020 ND 12, ¶ 41, 938 N.W.2d 118 (quotation marks omitted).
[¶10] Whether a party may intervene as a matter of right under N.D.R.Civ.P. 24(a) presents a question of law and is fully reviewable on appeal. Grand Forks Bean , 2017 ND 201, ¶ 15, 900 N.W.2d 255 ; Fisher v. Fisher , 546 N.W.2d 354, 355 (N.D. 1996). In considering a motion to intervene under N.D.R.Civ.P. 24(a), we review the district court's findings of fact under the clearly erroneous standard of review in N.D.R.Civ.P. 52(a). Grand Forks Bean , at ¶ 15.
[¶11] In White , 2015 ND 118, ¶ 20, 863 N.W.2d 915, this Court said N.D.R.Civ.P. 24 "is derived from and substantially similar to Fed.R.Civ.P. 24," and "[w]hen a state rule is derived from a corresponding federal rule, the federal courts’ interpretation of the federal rule may be persuasive authority when interpreting our rule." See also Fisher , 546 N.W.2d at 355. We further explained that "[u]nder Fed.R.Civ.P. 24(a)(2), upon a timely motion, a person is entitled to intervene as of right if: (1) the person has a cognizable interest in the subject matter of the litigation ; (2) the interest may be impaired as a result of the litigation; and (3) the interest is not adequately represented by an existing party to the litigation." White , at ¶ 21 (citing Chiglo v. City of Preston , 104 F.3d 185, 187 (8th Cir. 1997) ; Kansas Pub. Emp. Ret. Sys. v. Reimer & Koger Assoc., Inc. , 60 F.3d 1304, 1307 (8th Cir. 1995) ) (emphasis added); see also Grand Forks Bean , 2017 ND 201, ¶ 14, 900 N.W.2d 255. Each of these requirements must be met to intervene as a matter of right under N.D.R.Civ.P. 24(a)(2). See White , at ¶ 21 (citing Chiglo , at 187 ).
[¶12] In Fisher , 546 N.W.2d at 356, this Court discussed federal precedent and the interest required to support intervention as a matter of right:
(Internal citations omitted.)
[¶13] In Medical Liability Mutual Insurance Company v. Alan Curtis LLC , 485 F.3d 1006, 1008 (8th Cir. 2007), the court explained that the interest must be "direct, substantial, and legally protectable" for an interest to be "cognizable" under Rule 24(a)(2) :
An interest is cognizable under Rule 24(a)(2) only where it is "direct, substantial, and legally protectable." United States v. Union Elec. Co. , 64 F.3d 1152, 1161 (8th Cir. 1995). An economic interest in the outcome of the litigation is not itself sufficient to warrant mandatory intervention. Curry v. Regents of the Univ. , 167 F.3d 420, 422–23 (8th Cir. 1999). An interest that is "contingent upon the occurrence of a sequence of events before it becomes colorable" is also not sufficient to satisfy Rule 24(a)(2). Standard Heating & Air Conditioning Co. v. City of Minneapolis , 137 F.3d 567, 571 (8th Cir. 1998), quoting Washington Elec. v. Mass. Mun. Wholesale Elec. ,...
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