Darby v. A-Best Products Co., 2004 Ohio 3720 (OH 7/28/2004)

Page 1

2004 Ohio 3720

102 Ohio St.3d 410

Darby, appellant, v. A-Best Products Company, et al.; Viad Corporation et al., appellees.

Case No. 2003-0300.

In the Supreme Court of Ohio.

Submitted December 3, 2003.

Decided July 28, 2004.

APPEAL from the Court of Appeals for Cuyahoga County, No. 81270, 2002-Ohio-7070.

Kelley & Ferraro, L.L.P., Michael V. Kelley and Anthony Gallucci, for appellant.

Ulmer & Berne, L.L.P., Bruce P. Mandel and Timothy M. Fox; Mound, Cotton, Wollan & Greengrass, Daniel Markewich and Ellen G. Margolis, for appellee Viad Corp.

Ulmer & Berne, L.L.P., Bruce P. Mandel and Timothy M. Fox; Baker, Lancianese & Conaty and Jon B. Orndorff, for appellee Old Orchard Industrial Corp., individually and as successor-in-interest to Vapor Corp.

Roetzell & Andress, Susan S. Box and Stephen D. Jones, urging affirmance for amicus curiae General Motors Corp.

MOYER, C.J.

{¶1} Forest L. Darby, appellant, along with multiple other plaintiffs, filed a complaint in the Cuyahoga County Court of Common Pleas against nearly 60 named defendants and against additional defendants identified only as "John Does 1-100, Manufacturers, Sellers or Installers of Asbestos-Containing Products." Although the claims of the plaintiffs were filed in a single "master consolidated complaint," each plaintiff's action proceeded under a separate case number. Darby and the other plaintiffs alleged that they had been exposed to asbestos during their employment in Ohio, causing them to contract asbestos-related diseases. They asserted that the defendants had produced, sold, or otherwise put into the stream of interstate commerce, asbestos and asbestos-containing materials. The plaintiffs sought punitive damages and damages based on multiple state-law theories of recovery.¹

{¶2} Nearly two years after the filing of the complaint, Darby and numerous other plaintiffs (collectively, "Darby") moved to amend the complaint pursuant to Civ.R. 15(A) ² and 20(A) ³ to add 11 new party-defendants, among them Viad Corporation, Vapor Corporation, and Baldwin-Lima-Hamilton, Inc. ("BLH"). Viad, BLH's alleged successor-in-interest, filed a memorandum in opposition to the motion. Vapor did not appear. No previously named defendant opposed the motion.

{¶3} The trial court held an oral hearing on Darby's motion to amend and add party-defendants, and permitted counsel for Viad to participate. Counsel for both Darby and Viad agreed that Darby was representative of approximately 2,000 plaintiffs in similar suits pending in the trial court. Darby's counsel further asserted, without producing evidence, that these plaintiffs had been railroad employees, the vast majority working in railroad repair shops and in locomotives, cars, and cabooses of trains that contained asbestos. Counsel for Viad represented, again without proof, that BLH was a "long defunct corporation" that had manufactured locomotives until the mid-1950s, and that Viad is the alleged successor-in-interest to BLH. It argued that the Federal Locomotive Boiler Inspection Act, Section 20701 et seq., Title 49, U.S.Code ("BIA"), preempted the plaintiffs' state-law tort claims against it, and that Darby's motion to add Viad as a defendant should therefore be denied because "there is no possibility, statutory or common law, that plaintiffs could allege a valid cause of action, a cause of action that could withstand attack as a matter of law against these defendants."

{¶4} The trial court overruled Darby's motion for leave to add Viad, Vapor, and BLH as new party-defendants without opinion but granted leave to add the remaining entities named in Darby's motion. In its order, the court expressly determined that there was no just reason for delay.

{¶5} Darby appealed, presenting a single assignment of error in the court of appeals. He claimed that the trial court had erred in denying his motion to amend and add new party-defendants "because the Locomotive Boiler Inspection Act, Title 49 of the United States Code, Section 20701 et seq., does not pre-empt plaintiff's state law claims."

{¶6} Subsequently another company, Old Orchard Industrial Corporation, appeared for the first time when it filed a brief purportedly as a defendant-appellee. It described itself as the successor-in-interest to Vapor Corporation and argued that the court of appeals should affirm the trial court's order refusing to allow the addition of the three new party-defendants.

{¶7} The court of appeals affirmed the trial court's denial of leave to amend the complaint to add the three new parties. It concluded that Darby's state-law claims against Viad, BLH, and Old Orchard (purportedly the successor to Vapor) were barred because "the BIA completely preempted state law on requirements imposed upon locomotive parts, or materials used in such parts."

{¶8} This cause is now before this court upon the acceptance of a discretionary appeal. We are called upon to resolve a single issue — did the court of appeals err in affirming the interlocutory decision of the trial court refusing to allow the addition of Viad, BLH, and Vapor as new party-defendants? We hold that the court of appeals did not err.

I Procedural Considerations

{¶9} Before considering the parties' arguments concerning the federal preemption doctrine, we review the procedural posture of this case to determine whether that substantive legal issue is properly before us.

{¶10} Darby grounded his motion to add new party-defendants on Civ.R. 15 and 20⁴ even though Civ.R. 21 expressly governs initial nonjoinder and subsequent addition of parties. It provides: "Parties may be dropped or added by order of the court on motion of any party or of its own initiative at any stage of the action and on such terms as are just." Civ.R. 21 requires a plaintiff to receive leave of court, while Civ.R. 15(A) requires such leave once a responsive pleading has been served.

{¶11} In federal practice, plaintiffs have, however, successfully invoked Fed.R.Civ.P. 15 not only to add new claims against existing parties, but also, as here, to add completely new parties. 2 Moore, Vestal & Kurland, Moore's Manual: Federal Practice and Procedure (2001) 14-52, Section 14.41[2]. Federal courts have recognized that a trial court has broad discretion to grant leave to add or dismiss parties whether proceeding under either Fed.R.Civ.P. 15 or 21. In either case, the court's decision should be guided by principles of fundamental fairness and judicial efficiency as well as by related considerations of timeliness and prejudice. Moore, id. at 14-46, Section 14.26[1][b] (in ruling upon a motion for joinder by amendment of the complaint pursuant to Fed.R.Civ.P. 15, "the court will deny joinder that might have been proper in the original complaint if the plaintiff has delayed excessively in making a motion for the new joinder, or if the joinder would prejudice the interests of an existing party"); id. at 14-52.1, Section 14.42 (Fed.R.Civ.P. 21 "has been held to provide the trial court with considerable discretion in determining whether to add or dismiss parties, or to order severance. While each case must be addressed on its particular facts and circumstances, the court in exercising its discretion must consider principles of fundamental fairness and judicial efficiency"). See, also, Health Research Group v. Kennedy (D.D.C.1979), 82 F.R.D. 21, 29.

{¶12} Similarly, Ohio courts of appeals have recognized that the decision to add or drop a party pursuant to Civ.R. 21 is within the discretion of the trial court. Bill Gates Custom Towing, Inc. v. Branch Motor Express Co. (1981), 1 Ohio App.3d 149, 150, 1 OBR 460, 440 N.E.2d 61; Picciuto v. Lucas Cty. Bd. of Commrs. (1990), 69 Ohio App.3d 789, 797, 591 N.E.2d 1287. We today hold that review of a trial court decision on a motion seeking leave to add new parties, whether filed pursuant to Civ.R. 15 or 21, is subject to an abuse-of-discretion standard of review.

{¶13} "Abuse of discretion" connotes more than a mere error of law or judgment, instead requiring a finding that the trial court's decision was unreasonable, arbitrary, or unconscionable. In re Consol. Mtge. Satisfaction Cases, 97 Ohio St.3d 465, 2002-Ohio-6720, 780 N.E.2d 556, ¶ 5, citing Blakemore v. Blakemore (1983), 5 Ohio St.3d 217, 219, 5 OBR 481, 450 N.E.2d 1140. Accordingly, the decision of the trial court denying leave to add Viad, BLH, and Vapor as party-defendants may be reversed only if Darby can demonstrate that the trial court's decision was unreasonable, arbitrary, or unconscionable.

{¶14} Darby argues that the proposed new party-defendants' assertion of a federal preemption bar to recovery is legally unfounded. He seeks reversal of the trial court's decision based solely on his disagreement with the proposed defendants' substantive legal assertion that they have an unassailable defense to the claims Darby proposes to make against them.

{¶15} In Wilmington Steel Products, Inc. v. Cleveland Elec. Illum. Co. (1991), 60 Ohio St.3d 120, 573 N.E.2d 622, we held that a trial court does not abuse its discretion by refusing to allow amendment of a complaint to add new claims against existing parties where a plaintiff is unable to make a prima facie showing of support for the new matters sought to be pleaded. Id. at syllabus. In interpreting the federal counterpart to Civ.R. 21, however, it has been held that a court should not consider the merits of the claim or defense of the person to be added in deciding a motion to join parties. 7 Wright, Miller & Kane, Federal Practice and Procedure (2001) 483, Section 1683, citing, e.g., Stanley Works v. Haeger Potteries, Inc. (D.C.Ill.1964), 35 F.R.D. 551. We have not previously considered this issue. Nevertheless, both federal and Ohio courts have denied joinder of new parties if the applicable statute of limitations has expired with respect to the parties to be joined. Copsey v. Swearingen (C.A.5, 1994), 36 F.3d 1336, 1348; Picciuto v. Lucas Cty. Bd. of...