Vincent Benjamin v. VI Port Authority, 684 F. App'x 207

VITA (Virgin Islands Taxi Association) held an exclusive taxi concession at Cyril E. King Airport originally granted by statute; prior concessions expired and a new one was statutorily granted in 2012.
In 2008 VITA, through attorney Terri Griffiths (directed by a litigation committee of the VITA board), sued the VI Port Authority and others in the District Court of the Virgin Islands for alleged violations of the airport taxi concession.
The litigation committee purportedly consisted of two board members and was not formed by a board resolution; several VITA board members were later named as defendants in the amended complaint.
The District Court found the committee lacked authority to authorize the suit, found no independent board authorization at the time of filing, and held attempted ratifications (in 2010 and 2015) were untimely given statutes of limitations.
The District Court dismissed VITA’s claims and three individual plaintiffs’ claims for lack of standing; it dismissed the remaining individual plaintiffs for failure to prosecute after applying the Poulis factors.
The Third Circuit affirmed the District Court’s dismissal of all claims and dismissed as moot Griffiths’ appeal of an order denying her motion to withdraw.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the litigation committee validly authorized filing suit on VITA’s behalf	Committee authorization (and thus Griffiths’ filing) was valid or delegable; corporate formalities should not bar suit	Committee was not formed by board resolution, had only two members (bylaws require three), so lacked authority	Held: Committee lacked authority; dismissal for lack of standing affirmed
Whether VITA’s board otherwise authorized or later ratified the suit	VITA later ratified the suit (2010/2015) and/or board authorization exists now	No contemporaneous board authorization; six of nine board members were defendants; ratification occurred after limitations periods expired	Held: No evidence of prior board authorization; attempted ratifications untimely/ineffective — dismissal affirmed
Whether the three individual plaintiffs had authorized suit or validly ratified it	Plaintiffs (via counsel) had retainer/authorization to sue	No records showing authorization at time of filing; retainer dates were 2015, long after filing	Held: Claims of these three plaintiffs dismissed for lack of standing
Whether dismissal of remaining plaintiffs for failure to prosecute was proper	Plaintiffs argued dismissal was improper; alternatives to dismissal available	Plaintiffs largely failed to appear or comply with court orders; case became unmanageable	Held: District Court did not abuse discretion in dismissing for failure to prosecute after applying Poulis factors

Schoonejongen v. Curtiss-Wright Corp., 143 F.3d 120 (3d Cir. 1998) (discusses corporate board delegation principles)
FEC v. NRA Political Victory Fund, 513 U.S. 88 (1994) (ratification ineffective if made after time when underlying act must have been done)
Miller v. Rite Aid Corp., 334 F.3d 335 (3d Cir. 2003) (standing review is plenary)
Poulis v. State Farm Fire & Casualty Co., 747 F.2d 863 (3d Cir. 1984) (factors governing dismissal for failure to prosecute)