This appeal involves the claim of appellant Ernest C. Raskauskas, Jr. that he was wrongfully deprived of the right to purchase two units (and parking spaces) in the Crestview apartment building, which was being converted to condominiums by Temple Realty Company, the owner and developer. Appellant originally sued the owner *19 and its parent company and agent Hoskin-son & Davis Inc., as well as appellee Crest-view Tenants Association, which appellant claims wrongfully revoked his membership, and appellees Carol Fisch and Sylvia Stivel-band, with whom the owner had contracted to sell the two units which appellant claimed he was entitled to purchase. The Crestview Tenants Association, which was formed to represent a group of tenants as the building was converted, entered into a development agreement with the owner whereby the tenants were given the right to purchase units and had, appellant claimed, arranged for these two units to be sold to appellees Fisch and Stivelband.
In his complaint, appellant sought (1) a declaratory judgment that he was a member in good standing in the Association entitled to purchase the two apartments, and (2) damages for tortious interference with the contract between him and the owner of the apartment building. He subsequently entered into a stipulation of settlement and dismissal with prejudice of his claims against Temple Realty Company and Hoskinson & Davis, Inc., for breach of contract, tortious interference with contract and a shareholders’ derivative claim. Under the settlement, the owner agreed to convey the two units to appellant if the court determined that he had been wrongfully ejected as a member of the Tenants Association or was otherwise entitled to purchase the two units. Thereafter, the remaining defendants, appellees, filed a motion to dismiss appellant’s declaratory judgment counts under Super.Ct.Civ.R. 19 for failure to join an indispensable party, and a motion for summary judgment on the tortious interference claims. The trial judge granted the motions, dismissing appellant’s declaratory judgment claims without prejudice, and granting summary judgment to appellees on the tortious interference claims. We conclude that both the dismissal of the declaratory judgment counts and the grant of summary judgment on the tortious interference counts were error, and we accordingly reverse and remand the case for further proceedings.
I.
In the mid-1980s, Temple Realty Company, the owner of the Crestview apartment building, began the process of converting the apartments to condominium units. Many of the tenants formed the Crestview Tenants Association to represent them in negotiations with the owner. Appellant was the first president of the Association, and drafted its articles of incorporation and bylaws, which were filed with the District of Columbia government pursuant to D.C. Code § 45-1640 (1989).
The Association and its members entered into a Development Agreement with the owner providing that each member of the Association could purchase one or two units at specified prices below fair market value. The Association originally granted appellant the right to purchase two units. For reasons that remain in dispute, the Association later terminated appellant’s membership and reassigned the right to purchase the two units to appellees Fisch and Stivelband. Appellant contends that his membership in the Association was illegally revoked; appellees claim that they properly terminated appellant’s membership after he failed to fulfill his obligations under the Association bylaws.
Appellant filed suit in 1986 against appel-lees and the owner. Although the original complaint included seven counts, 1 appellant voluntarily dismissed the three counts against the owner pursuant to a settlement *20 which was approved by the court on May 1, 1989. Appellant moved for partial summary judgment on two of the counts, affecting the unit sold to appellee Fisch, citing D.C.Code §§ 45-1631, -1633 (1990), which was denied. Thus, the case came to trial on two counts seeking a declaratory judgment that appellant was a member in good standing in the Association entitled to purchase the two disputed units, and two counts seeking damages for tortious interference with contract. The trial judge bifurcated the proceedings, and began trial on the declaratory judgment claims. After seven days of trial, the judge dismissed appellant’s declaratory judgment claims, without prejudice, for failure to join the owner, an indispensable party under Super. Ct.Civ.R. 19. The judge reasoned:
The rights and obligations of these parties arise out of the Development Agreement, of which they are all parties.... Inasmuch as the rights sued upon in these two Counts arise out of the Development Agreement, all parties to that Agreement are indispensible [sic] and should be joined in this action, for purposes of these Two Counts for Declaratory Judgment....
Having removed the owner of these units which are in controversy, by entering into a settlement with it and dismissing his claim against that owner with prejudice, [appellant] has removed an indis-pensible [sic] party, the owner of the property against whom all parties are asserting a right to purchase....
Appellant contends that the trial judge erred in dismissing his claims for a declaratory judgment for failure to join the owner as an indispensable party since the judge misapplied the joinder rule and failed to acknowledge that appellant’s claim to membership in the Tenants Association was based on a statutory entitlement under the Rental Housing Conversion and Sale Act of 1980 which made the owner’s presence in the litigation unnecessary.
Joinder of necessary parties is governed by Rule 19, which “makes it clear that questions of compulsory joinder are to be resolved on the basis of practical considerations _” 7 C. WRight, A. Miller & M. Kane, FedeRal Practice and Procedure § 1607 at 86 (2d ed. 1986) (hereinafter “WRIGHT, MILLER & KANE”);
see also Provident Tradesmens Bank & Trust Co. v. Patterson,
A. The Owner’s Joinder Was Desirable.
Rule 19(a) describes several reasons why an absent person’s joinder might be desirable for a just adjudication. The trial judge relied on clause 19(a)(1), which states that a “person ... shall be joined as a party in the action if ... in the person’s absence complete relief cannot be accorded among those already parties.... ” This clause “is designed to protect those who already are parties by requiring the presence of all persons who have an interest in the litigation so that any relief that may be awarded will effectively and completely adjudicate the dispute.” 7 WRIGHT, MilleR & Kane, supra, § 1604 at 42. Joinder under this provision is thus designed to protect those already parties from the possibility of multiple suits concerning the same dispute.
In the absence of any specification by appellees as to the nature of their likely claim against the owner if appellant prevailed in his lawsuit, the owner was in the position of a stakeholder.
Cf. Habib v. Miller,
B. The Owner Could Have Been Joined.
Under Rule 19, once a trial judge determines that an absent person’s presence would be desirable, the judge “shall order that [the person] be made a party.” Super.Ct.Civ.R. 19(a). The trial judge in the instant case did not make an explicit determination whether the owner’s joinder was feasible; the judge simply noted that the owner was “no longer a party to this action; the action, as to that defendant, having been dismissed with prejudice by Order of the Court, pursuant to a settlement agreement between that defendant and [appellant].... ” We are unable to conclude, however, that appellant’s settlement with the owner made it infeasible for the trial judge to order the owner joined.
Rule 19 describes a person who is not “subject to service of process” as an example of a person whose joinder is not feasible.
4
The Rule later states that the court should consider dismissal only if a person whose presence would be desirable “cannot be made a party.” Super.Ct.Civ.R. 19(b). Thus, given the explicit language of the Rule, we join the federal courts and interpret Rule 19 to require a trial judge to order joinder whenever possible.
See, e.g.,
*22
Willingham v. Lawton,
Moreover, there are other good reasons to doubt that ordering the owner’s joinder would have been futile in the instant case. In view of the settlement stipulation between appellant and the owner, a real possibility exists that the owner would not have objected to being added to the lawsuit. The owner was in the position of a stakeholder. In the stipulation of settlement, appellant agreed to dismiss with prejudice all of his claims against the owner, in exchange for $14,000. The owner also agreed that if appellant ultimately prevailed in his declaratory judgment action against appellees, the owner would then convey the disputed units to appellant. Thus, the owner effectively agreed to convey the apartments to whichever party the court determined had the right to purchase them.
Cf. Habib v. Miller, supra,
Even if the owner ultimately raised a valid res judicata defense, ordering its join-der might still have cured all of the prejudice claimed by appellees. Appellees assert that the owner’s presence was necessary in order to prevent the possibility of future litigation between themselves and the owner. Had the trial judge ordered the owner joined in some capacity, however, see, e.g., Super.Ct.Civ.R. 19(a), appellees would have been able to raise cross-claims against the owner to protect their interests, as appellees admit in their brief. Appellees might, for example, have sought a declaratory judgment that they were entitled to purchase the two units. The owner would have been unable to assert res judicata as a defense to such a claim, and appellees have offered no other reason why all of the prejudice they claim would not have been cured.
C. Dismissal Was Inappropriate.
Even if joining the owner was not feasible, the trial judge still improperly concluded that “in equity and good conscience the action” should not proceed in the owner’s absence. Super.Ct.Civ.R. 19(b). A trial judge confronted with a Rule 19(b) inquiry should seek to identify with precision how the parties or the absent person would be prejudiced if the action
*23
were to proceed without the absent person,
Provident Tradesmens, supra,
For over two years the owner was a party to the lawsuit. During that time appellees had ample opportunity to assert cross-claims against the owner, thereby eliminating the possibility of future litigation:
[A] defendant faced with the prospect of multiple actions may be in a position to bring in absent persons ... by means of defensive interpleader, or by using im-pleader or asserting a counterclaim.... In short, the Rule 19(b) notion of equity and good conscience contemplates that the parties actually before the court are obliged to pursue any avenues for eliminating the threat of prejudice.
7 Wright, Miller & Kane,
supra,
§ 1608 at 112-13. Even after appellant settled with the owner, appellees could have moved to implead the owner under Super.Ct.Civ.R. 14. Rather than taking any of these measures, the first time appellees complained of the defect in parties was when they moved for dismissal. Because appellees made no effort to cure the prejudice they asserted, the trial judge should have looked more skeptically on their claim that “equity and good conscience” required dismissal.
See Kelly v. Commercial Union Ins. Co.,
The trial judge’s reliance on
Donnelly v. District of Columbia Redevelopment Land Agency,
*24
Accordingly, we reverse the dismissal of appellant’s declaratory judgment claims and remand the case for the trial judge to exercise his discretion by taking some action other than dismissing the claims. There are various ways in which the judge could cure the prejudice asserted by appel-lees. The owner could be joined as a defendant, or (if the judge concludes that this is a “proper case”) as an involuntary plaintiff.
See
Super.Ct.Civ.lt. 19(a). Alternatively, the judge could allow appellees to implead the owner to state a claim against it (perhaps for a declaratory judgment). The judge also might allow appellant to amend his complaint in order to seek more limited declaratory relief. We need not and do not choose among these options; nor do we intend this list to be exclusive. The trial judge, on remand, is free to take whatever action, short of dismissal, that he concludes is appropriate after considering the proper factors.
See generally Johnson, supra,
II.
Appellant further contends that the trial judge erred in denying his motion for summary judgment on the declaratory judgment claims. Appellant asserted that the Association was powerless to terminate his membership, and that he therefore was entitled as a matter of law to a declaration that his membership was illegally revoked. We find no error by the trial judge in denying the motion for summary judgment.
Summary judgment is appropriate when “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” Super.Ct.Civ.R. 56(c). The court must view the facts in the light most favorable to the non-moving party.
Sayan v. Riggs Nat'l Bank,
Appellant contends that the District of Columbia Rental Housing Conversion and Sale Act, D.C.Code §§ 45-1601 to 45-1663 (1990) (“the Act”), precludes a tenants’ association from removing a member who meets the statutory definition of “head of household.” This construction of the Act is untenable, and the trial judge properly rejected it. The Act contains the following definitional sections, on which appellant relies:
(9) “Head of household” means a tenant who maintains the affected rental unit as the tenant’s principal place of residence, is a resident and domiciliary of the District of Columbia, and contributes more than one-half of the cost of maintaining the rental unit....
(17) “Tenant” means a tenant, subtenant, lessee, sublessee, or other person entitled to the possession, occupancy or benefits of a rental unit within a housing accommodation....
(18) “Tenant organization” means an organization that represents at least a majority of the heads of households in the housing accommodation....
D.C.Code § 45-1603 (1990). Appellant maintains that these provisions are “the only requirements for membership in a tenant association.... There is no legislative authority for owners or tenants to impose different criteria for membership in a tenant organization....” Appellant further argues that the undisputed facts show that he satisfied the “legislative” criteria for membership, 7 and he is therefore entitled to a declaration that he was a member in good standing of the Association.
Appellant’s argument reads too much into the definitional section of the Act. The language on which he relies provides *25 only that a tenant organization must contain at least half of the heads of households, but does not specify any criteria for membership or any procedures a tenant organization must follow before terminating membership. Indeed, under appellant’s view, only “heads of households” would be allowed to join a tenant organization. Thus, appellant’s interpretation would forbid an organization from extending membership, for example, to both a husband and wife who shared an apartment. We decline to construe the Act so narrowly.
Moreover, appellant’s argument ignores another provision of the Act which requires a tenants’ association to adopt bylaws governing its actions: “In order to make a contract of sale with an owner, the tenants shall: (A) Form a tenant organization with the legal capacity to hold real property, elect officers, and adopt bylaws_” D.C. Code § 45-1640 (1990). A tenants’ association is required to file “a copy of the bylaws” with the District of Columbia government. Id. As one commentator has explained, the common definition of “bylaws” encompasses provisions dealing with a corporation’s membership:
It is a matter of general knowledge that corporations, particularly the fraternal and mutual benefit and other membership corporations, commonly prescribe the qualifications necessary for membership and the mode or procedure in which it may be acquired; and it is settled that such matters are competent for regulation by bylaws. [Nonprofit membership] corporations may also make reasonable bylaws providing for the expulsion or suspension from, or the termination of, membership for proper and reasonable cause....
8 W. Fletcher, Fletcher Cyclopedia of the Law of Private Corporations, § 4202 at 740-41 (1990).
See De Yturbide v. Metropolitan Club,
III.
Appellant’s final contention is that the trial judge erred in granting summary judgment to appellees on the tortious interference counts. In their motion, filed after dismissal of the declaratory judgment counts, appellees made four arguments to support their claim that the undisputed facts demonstrated that they were entitled to judgment as a matter of law. After an independent review of the record, however,
Sayan, supra,
Appellees first argue that they are entitled to summary judgment because appellant’s response to their motion failed to place any material facts into dispute. Ap-pellees submitted affidavits and exhibits to show that there was no genuine issue of material fact and that they were entitled to judgment as a matter of law on the tor-tious interference claims. Appellant was therefore required, under Rule 56, to respond with affidavits or other evidence to demonstrate the existence of a genuine issue for trial:
*26 When a motion for summary judgment is made and supported as provided in this Rule, an adverse party may not rest upon the mere allegations or denials of the adverse party’s pleading, but the adverse party’s response, by affidavits or as otherwise provided in this Rule, must set forth specific facts showing there is. a genuine issue for trial.
Super.Ct.Civ.R. 56(e).
See
Super.Ct.Civ.R. 12-I(k). Appellant submitted his opposition without attaching any affidavits or other evidence of disputed facts.
9
The court has held, however, that a sworn complaint “is tantamount to an affidavit” and may therefore be sufficient to raise a genuine issue of fact.
Thompson v. Seton Invs.,
Appellees also argue that they are entitled to summary judgment because appellant is collaterally estopped as a matter of law from proving an essential element of his claim for tortious interference: the owner’s breach of the contracts with appellant. Appellees contend that appellant’s dismissal with prejudice of his claims against the owner “operates as a final judgment in favor of the” owner, and that appellant is therefore collaterally estopped “from showing that the [owner] breached or abandoned his contracts with” appellant. Appellees’ argument is unpersuasive. “The fundamental rationale of issue preclusion dictates the clearly settled requirement that it be limited to matters that have been actually decided” in the prior adjudication. 18 Wright, Miller
&
Cooper,
supra,
§ 4420 at 182;
see also Brown v. Felsen,
Appellees contend further that summary judgment was proper on the ground that they “could not be held liable for tortious interference with contract because [they, were parties] to the contract allegedly interfered with.” Appellees rely on
Donahoe v. Watt,
Neither Donahoe nor the other cases relied upon by appellees consider the situation posed by the instant case, however, in *27 which there are multiple parties to a contract: appellant, appellees, and the owner. In such a situation the plaintiff (appellant) alleges the defendant (Tenant Association) interfered with the plaintiffs contractual relationship with the third party (the owner). Because such conduct would not necessarily constitute a breach of the contract, there is no analytical reason why a plaintiff, such as appellant, should be barred from pursuing a tortious interference theory. Appellees cite no authority to the contrary.
Finally, appellees contend that they cannot be liable for tortious interference because their actions were “privileged.” This court has held that “[o]nce a prima facie case has been established liability [for tortious interference] may still be avoided if the defendant can establish that his conduct was legally justified or privileged.”
Alfred A. Altimont, Inc. v. Chatelain, Samperton & Nolan,
Accordingly, the judgments dismissing the declaratory judgment counts and granting appellees summary judgment are reversed; the judgment denying appellant summary judgment is affirmed.
Affirmed in part, reversed in part.
Notes
. The first count alleged a breach of contract claim against the owner, seeking damages and specific performance. The second count sought damages from the Association for tortious interference with appellant’s contract with the owner. The third count sought a declaratory judgment against the Association that appellant is a member in good standing of the Association and is entitled to buy the two disputed units. The fourth count sought damages against the owner for tortious interference with appellant’s Association membership. The fifth count sought damages from appellee Fisch for tortious interference with appellant’s contract with the owner and for tortious interference with appellant’s Association membership. The sixth count was a derivative suit against the owner. The seventh count was a request for a declaratory judgment against Fisch and Stivelband, to the same effect as the third count.
. Because Super.Ct.Civ.R. 19 is identical to Fed. R.Civ.P. 19, we look to authorities interpreting the federal rule.
See Moore v. Moore,
. "By proceeding in this orderly fashion” a trial judge can facilitate appellate review. 7 Wright, Miller & Kane, supra, § 1604 at 41. Moreover, the judge "will be able to avoid grappling with the difficult question of indispensability whenever [he or she] initially decides that the absentee’s interest is not sufficient to warrant compelling his [or her] joinder.” Id. § 1604 at 41-42.
. Rule 19 also refers to a person "whose joinder [would] deprive the Court of jurisdiction over the subject matter of the action.” This language comes from the federal rule, which clearly refers to a party whose presence would defeat the federal court’s diversity jurisdiction. See 7 Wright, Miller & Kane, supra, § 1604 at 63. Because the concept of diversity jurisdiction has no relevance to our courts, however, this language in our local Rule 19 has no obvious meaning.
. Appellees' contention that the owner would not voluntarily resubmit itself to the trial court’s jurisdiction misses the mark; Rule 19 places the obligation on the trial court. In any event, appellees can do no more than speculate that the owner would have objected to resolving all issues in a single lawsuit.
. The judge's reliance on
Delno v. Market St. Ry. Co.,
. Appellees contend that the facts are in dispute as to whether appellant satisfied the "legislative" criterion of residency at the housing accommodation. Because we do not consider the "legislative” criteria determinative, we do not address this issue.
. This is not to say that appellant may not ultimately prevail at trial. If appellant can show, as he alleges in his complaint, that the Association violated its own bylaws in unreasonably revoking appellant's membership, he presumably would be entitled to the declaratory judgment he seeks.
. Appellant’s opposition referred to the testimony at trial, but appellant has failed to transmit the trial transcript to this court.
See Cobb v. Standard Drug Co. Inc.,
. Appellees rely on several cases involving
claim preclusion
resulting from voluntary dismissals with prejudice.
See, e.g., Owens v. Simons,