*1 аil- respiratory her caused PCBs defendants’ SCHULMAN, Maxi’s D. t/a dis- Robert reverse Additionally, we will ments. Appellant, Express, summary judgment grant of court’s trict property monitoring claims medical asserting those plaintiffs of damage all claims margin).65 (they listed are claims MANAGE- INVESTMENT MORGAN sum- grant of However, the district Funding INC.; MENT, Widener of the other all regarding mary judgment Inc., Appellees. Corp., injuries, and all present claims of plaintiffs’ future 93-1888. fear No. claims plaintiffs’ affirmed. illness will of risk illness and Appeals, Court States United Circuit. Third concurring. Judge, ROTH, Circuit except the court opinion join in 25, 1994. Argued March guidelines all the agree I cannot Sept. Decided reaching their majority by the established ma- contrary Specifically, conclusion. 14, 1994. Rehearing Oct. for Petition Sur (at pages Part V.A.4 holding in jority’s is it 746), not believe I do through information receive jury to “helpful” for not accu- judge concludes trial
which func- “gatekeeper” opinion, the my
rate. by the judge established trial tion not be Daubert Court Supreme information inaccurate permitting
fulfilled judge though the trial jury to the even go methodology may have determined is rehable. results produce such
used PANEL FOR PETITION
SUR
REHEARING 92-1997, 92-1996, 92- 92-1995,
In Nos. 92-2011, 92-2010, 92-2000, and 92-2016.
92-2014 14, 1994
Oct. Appel- rehearing filed petition for judges
lants, having submitted been of this the decision participated
who in the decision concurred judge who petition rehearing, having asked rehearing is DENIED.
panel appear to Lament except James plaintiffs All property asserted plaintiffs following have claims, Jones, monitoring but Brown, medical asserted K. Louise have damage claims: Mabel Cunning- Brown, Margherita Lament, monitoring of Matthew Christopher claims James Barbetta, medical ham, Johnson, Ingram, deceased, extinguished. Wil- John Mary been Retta who is Butler, Cunningham. Matthew liam *2 its coun-
mary judgment that no declaratory judgment terclaim valid, lease existed. enforceable follow, we hold reasons For the *3 jurisdiction subject had matter district court Schul- in Count of question raised over the portion of J.P. Mor- complaint and man’s counter- styled as a pleading gan’s amended party. aas despite WALP’s absence claim issue, conclude we of that merits On the there correctly determined mort- which the existing with no lease was No interfered. tortiously gageе could and Schulman WALP between lease existed which all leases on draft because the WALP Schulman negotiations between execution required explicitly were based happened. landlord, never an event had addition, we assume even if a lease obtaining probability a reasonable Rosen, R. Paul (argued), Dugan J. Daniel interfer- Morgan’s and Widener’s absent J.P. P.C., Philadelphia, Rosen, & Spector, Gadon for interfer- ence, claim alternate Schulman’s PA, appellant. for relation contractual awith ence Frumkin, & Shralow, Shralow M. Melvin a matter fails as and WALP himself between PA, and Leonard P.C., Philadelphia, Cerullo, were Morgan and Widener law because Haythe & (argued), Baum, T. Cho Dean S. legal and their protect good faith acting appellees. City, for Curley, New York prem- mortgagee of the as interests financial WALP. sought ises Schulman HUTCHINSON, ROTH and Present: will affirm Accordingly, we ROSENN, Judges. Circuit respects. order all COURT THE OF OPINION I. Judge.
HUTCHINSON, Circuit WALP, of the Widener the owner (“Schul- In 1990 D. Schulman Robert Appellant, major reno- began a Philadelphiа, Building in (“Maxi’s”),appeals man”), Express Maxi’s t/a upscale ten- building to attract vation District Court States the United order of an (“Kelter”) prin- Jeffrey Kelter ants. Eastern District regarding the behalf acting on cipal WALP’s ap- in favor summary judgment Assurance Soci- Equitable Life Manage- renovation.2 Morgan Investment J.P. pellees, Life”) (“Equitable States ety of the United (“J.P. and Widener Morgan”) ment, Inc. un- renovation building’s (col- funding the (“Widener”) began Inc. Funding Corporation, with agreement loan a construction der claim on Schulman’s lectively “mortgagee”), agreement June dated WALP intentionally interfered Mortgage documents among other him, included between relations with Rents, both of Leases and Assignment building, and Widener a commercial tenant June on recorded publicly (‘WALP”), were which Partnership Limited Associates laws, 21 recording Pennsylvania’s under granted sum- order also landlord.1 ("FKB”). man- Management, FKB Inc. in FKB this action. not a 1. WALP is management Building ages Widener Kelter, Peter general partners include July 2. WALP's dated WALP agreement with Street Chestnut ("Faherty”) and 1339 Faherty affiliation has nо Associates Street 1339 Chestnut along An- Faherty, Kelter and Associates. with FKB. principal stockholders Brady, thony are also (deeds), §§ Pa.Cons.Stat.Ann. 321-471 621- man that Widener and Morgan had to (1955 (mortgages) Supp.1994). & Equita- approve admits, the lease. Sehulman howev- assigned ble Life er, these documents to Widen- that he knew Pfeiffer was connected with er under “Assignment of Loan Docu- the lender and that she wanted to review the ments” which publicly was also recorded draft leases to execution. Construction July 1990. As recited in the Mortgage, began September of 1991 despite the fact WALP and Widener also executed a Perma- yet signed. lease had been Agreement nent Loan dated June Kelter sent Sehulman three draft leases agreed which Widener to loan up 4, 1990, dated June March 1991 and renovations, $72 million including a take- August 1991 respectively prior to com- Equitable out of Life’s construction financ- mencing construction. Sehulman reviewed *4 ing. Assignment Both the of Leases and the counsel, drafts these himself and his Martin Permanent Loan Agreement provided Herring Drinker, & Associates and later Bid- any WALP would part not lease of the build- Reath, dle & also reviewed at least two of the ing without the written consent of Wid- drafts. Sehulman objections noted several ener, assignee. drafts, on the some of which incorporat- were 1, April 1992, As of Widener had loaned ed subsequent into According drafts. to WALP approximately million Sehulman, $63 to finance draft third lease August dated Pfeiffer, the renovations. Anne 6, 1991, Vice Presi- set forth all the material agreed- dent of both Widener Morgan,3 and J.P. upon su- terms. Sehulman objected never to a pervised the loan and responsible was provision for in all appearing of the draft leases approving new leases on Widener’s behalf.4 expressly required approval WALP’s signature, and delivery as as well fully In the summer of 1990 Kelter and Schul- lease, any executed before binding lease began man discussing plans for Sehulman to agreement would arise. operate Maxi’s, a food establishment in the lobby of Building.5 the Widener It is undis- As continued, construction Sеhulman re- puted that both Kelter and Sehulman peatedly antici- tried to obtain an executed lease. pated lease would be for executed Kelter reassured him each time that Schul- Schulman’s establishment at some later date. had a lease and nothing had worry to .man Under arrangement, the construction Though about. neither WALP nor Widener tenants year’s received the first rent free of any leases, executed of the draft Sehulman charge, which Sehulman’s case amounted contends that a ten-year prem- lease for the $56,280. to Sehulman agreed to “contribute” ises commenced in October or November this amount personally to Kelter con- for 1991 when began Sehulman construction of struction and offsetting obtained an construc- his establishment lease, and the terms of this tion allowance from Kelter. in- agreed Sehulman upon by 6,1991, August are embodied $35,000 vested an additional con- towards in a fourth draft January dated struction costs. which FKB sent to Sehulman on February 1992.
Kelter participated approved in and design plans for Maxi’s before construction opened Maxi’s for business on December began and forwarded them Ac- despite Pfeiffer. the absence of an executed cording Sehulman, Kelter told him that he lease. After the renovated Widener Build- alone decisions concerning made premis- ing’s grand official opening celebration on es leased and that he never told 12, 1991, to.be Schul- December Pfeiffer told Kelter she Morgan J.P. acts as a commingled trustee for signed by was Once tenant. she pension fund trust and invests monies which approved Widener, the lease on behalf of come pension over 157 domestic em- and lease was executed WALP as landlord. ployee trustee, Morgan, benefit funds. wholly owns Widener which it formed allegedly 5.Kelter advised Sehulman that Maxi's purpose sole financing of providing to WALP. "absolutely had to be first-class" because the obtaining renovations were tenants, at aimed first class 4. Pfeiffer stated in her typically affidavit her disputes but approval Sehulmаn fact. sought aof lease was not until lease grant- court April it On called and appearance like Maxi’s did motions to Morgan’s and Widener’s ed J.P. Appendix to Brief nightmare.” “worst her and also concluded answer their amend (“App.”) at A-91. D. Sehulman Robert indispensable not an Sehulman, WALP thereafter, according to Shortly Rule of Civil Federal counterclaim time, express first for the began, Kelter 19,1993, the court August On Procedure ap- aesthetics Maxi’s about displeasure summary mortgagee’s motion granted the opera- suggested physical pearance claims, on all against Sehulman judgment agreed to improvements.6 Sehulman tional a de- counterclaim for including the so-called implement could not but suggestions impose claratory judgment, but declined funds. sufficient of a lack of them because opinion In its sanctions. funding for provide agreed Kelter prevail on his Count could not held Sehulman did so. never but improvements with an interference for intentional I claim 3, 1992, employee Ste- FKB February On both WALP existing contrаct because a letter confirm- Sehulman phen Butte sent consent to required to were Widener “pursu- he now owed of rent ing the amount existing had no therefore Sehulman lease and A- App. your at lease.” the terms ant to held It also with WALP. Sehulman FKB February another 200. On obtaining a prospect of had no reasonable Paneoast, sent Sehulman *5 employee, Jennifer held Alternately, district court lease. “approved three enclosing letter a second J.P. privileged because any interference for Agreement the Lease copies of execution Widener, and as- Morgan as and App. Building.” The Widener your space at leases, legal a and had both signee of the A-97. at Finally, in the transaction. financial he told Sehulman Kelter of 1992 In March had no declared Sehulman court the district him to vacate ordered and had no lease valid, premises. for lease enforceable compensate to Kelter offered premises. appeal. timely notice filed a Sehulman and expenses out-of-pocket his Sehulman for refused Sehulman II. rent checks. ejectment in the suit for filed offer. WALP Pennsylvania citi- ais Sehulman Because May on Pleas of Common Philadelphia Court New Morgan and Widener are while J.P. zen prelimi- for 18, also moved 1992.7 Kelter places principal with their corporations York hearings, days of After four injunction. nary claimed and the York New of business that motion. Kelter abandoned $50,000, court damages exceed 28 jurisdiction under subject matter had complaint filed a May In of 1992 Sehulman 1993) (West 1332(a) when Schul- Morgan and U.S.C.A. against J.P. in the district juris- appellate have case. We man filed 'interference alleging intentional Widener order court’s final over the diction rela- existing or 28 summary judgment under 19,1993, and Morgan January J.P. On tions. 1993). (West Accordingly; § 1291 to U.S.C.A. answer amend their moved Widener record, reasonable and all in the all facts counterclaim they called a what include therefrom, be con- will deduced inferences did Sehulman declaratory judgment that favorable to Schul- light in the most days strued valid, lease. Ten enforceable Bank man, non-moving party. Mellon summary judgment they moved later Equity and Estate First Union Real Corp. v. sanctions. site on the construction Sehulman, plans. She also visited According learned reason he 6. occasions, as November displea- as late growing one change several of heart for Kelter’s question testified Schulman’s Pfeiffer time did she Maxi’s after At no sure with 29, support really April 1992 in she never design state court states for Maxi’s. She 12, injunction preliminary for a WALP’s motion December until the establishment examined complains Pfeiffer against Sehulman Sehulman. design of the construction was well aware opening long its because before plans for Maxi's pending state remains ejectment action 7. The of the lease draft at least one she received had court. design final well as the architect's 1991 June 804 Invs., (3d
Mortgage
951 F.2d
1404
Cir.
interfere with
complicate
pending
evic-
1991).
tion
against
action
Schulman in state court:
The district court’s conclusion that Whether Mr. Schulman had an enforceable
indispensable party
WALP is not an
lease or not
entirely separate
ques-
19(b)
Federal Rule of Civil Procedure
is re
tion from the one now in state court of
viewed for
Janney
abuse of discretion.
whether Mr.
any rights
Schulman has
Scott,
Niles,
Montgomery
Shepard
Inc. v.
against
Moreover,
the landlord.
my ruling
Inc.,
(3d Cir.1993).8
11 F.3d
403
We
prompt
need not
those
dispute
plenary
exercise
review over the district
ruling’s
collateral estoppel
If
effect.
I
grant
Mellon,
of summary judgment.
find, after full
fair litigation
on the
(3d
Cir.1991);
951 F.2d
1404
see Fed.
merits,
lease,
that there was no
Mr. Schul-
56(c). We
R.Civ.P.
also review district
man
re-litigate
cannot
issue
state
court’s decision to review or dismiss an ac
Co.,
court.
Hosiery
See Parklane
Inc.
Declaratory
Act,
Judgment
tion under the
Shore,
322, 328,
U.S.
99 S.Ct.
(West
§§
U.S.C.A.
Supp.
1982 &
(1979). If,
III. that both Mr. Schulman аnd the landlord response mortgagee’s motion to rights waive their re-litigate the exis- amend its answer to as a assert counterclaim tence of the lease. declaratory judgment for a argument its Schulman v. Morgan Investment Man- existed, argued *6 Inc., agement, (E.D.Pa. No. 92-cv-02853 court that was indispens- WALP an 1993) (footnote April omitted) (order party presence able because its was essential amend). granting motion Finally, the dis- resolving mortgagee’s the counterclaim. trict court stated may “[w]hile the landlord argued He also that a decision on the mort- important be an witness on the issue of gagee’s expose counterclaim would him to a requirements whether a Widener of. substantial risk of rulings inconsistent if Building satisfied, lease were he need be not joined
WALP were not he because would be party a to Schulman’s suit against the build- collaterally estopped in pending state ing’s lender for intentional interference.” Id. ejectment court by declaratory action a judg- (emphasis original). exists, ment that no lease but WALP would not сollaterally be estopped if the district argue Schulman did appeal not on that the court decided a lease did exist. district court’s mortgag- order ee’s granted
The district
motion to
court
amend its
mortgagee’s
answer to
assert
motion to add
counterclaim for a declaratory judgment
attack
the lease’s exis-
was
Nevertheless,
that
counterclaim,
tence
was called
erroneous.
argu-
ex-
to oral
pressly rejecting
ment
we asked
Schulman’s contention
that
submit letter
indispensable party.
WALP was an
addressing
memoranda
The dis-
the effect of WALP’s
court
non-joinder
19(b).
trict
first noted Schulman would not be
under Rule
Finberg
See
prejudiced by
Sullivan,
proposed
(3d
(in
Cir.1980)
counterclaim
be-
F.2d
banc)
questions
(this
all
relating
cause
to the existence
appeal
Court on
can raise sua
already
Sehulman’s lease
sponte
at
problem
were
issue in
joinder
without
motion
Sehulman’s own claim of
parties)
intentional
(citing
interfer-
Provident Tradesmens Bank
ence
It
Patterson,
relations.
also stat-
& Trust
Co. v.
390 U.S.
ruling
ed its
on the counterclaim
733, 738-39,
would not
(1968)).
88 S.Ct.
A. 19(a) ‘feasi- Rule whenever under pulsory ”). Nevertheless, general princi- jurisdiction under section ble’ Supplemental preclusion, estoppel or issue mortgag- ples if of collateral not be available 1367 would WALP be made that argument can strong the lease that a of on the existence ee’s attack Moreover, during dis- bound.10 would com- be of Schulman’s is the Count basis trict, to agreed be proceedings WALP counterclaim, but consid- a true plaint is not already (ii) persons 19(a) leave provides, terest or of Civil Procedure 9. Federal Rule incurring subject risk parties to a part: substantial pertinent in double, ob- multiple, inconsistent or otherwise Just Needed for of Persons Rule Joinder interest. by the claimed ligations reason Adjudication per- 19(a) (in (a) part). if Feasible. A to be Joined relevant Persons Fed.R.Civ.P. (1) party if joined ... be as son ... shall complete be relief cannot person's (Second) Judgments absence Restatement See (2) parties, already among or those accorded are the same interests §§ WALP's 27-29 relating person to claims an interest the subject a full mortgagee and the had as the and is so situated that the action well litigate as opportunity the issue to and fair person's ab- disposition action press that every its defense to as incentive (i) impair practical or may matter as a sence arose. lease ever ability protect in- impede person's missal, bound court’s determination necessary not a and sufficient condi- on the lease’s existence. We will therefore tion. assume, deciding, without that WALP ais Though it logically would be inconsis 19(a) necessary party go under Rule and on Morgan tent for J.P. succeed this feder indispensable consider whether it is also al action on its defense that no lease existed 19(b).
under Rule respect to the tortious interference claim, and the landlord to lose in the state
B. court action because the state court decided parties’ actions and oral communications judgment extent to which a ren existence, brought logical a lease into incon might dered in prejudi WALP’s absence be sistency party does not make an absent already cial to it or indis to those to this 19(b) pensable. AG, Volkswagenwerk See Field v. case must be considered under Rule 19(a).11 (3d Cir.1980) (“[T]he Prejudice 19(b), well аs 301-02 under Rule possibility impairment subsequent adjudication party’s like of an rights absent 19(a)(2)(i), may under Rule result in implicates judgment principles is inconsistent estoppel of collateral as a preclusion. logic or issue matter of trigger [does not] 19.”) application added). Under preclus law on (emphasis issue Rule ion,12 party may precluded be from relit-
igating an issue if: court, In the district WALP offered agree by any to be bound determination of “(1) the issue prior adjudi- decided in the issue, joined, the lease if provided even cation was identical presented with the one agree Sehulman would also to be bound. (2) action; in the later there was a final specifically informed the district (3)
judgment
merits;
party
court that it could
against
plea
whom the
is asserted was a
party
privity
party
with a
prior
submit an affidavit ...
in which it would
(4)
adjudication;
party against
and
agree
to be bound
a decision rendered
whom it is asserted has had a full and fair
in this action as to the existence of a lease
opportunity
litigate
question
the issue in
return,
expect,
and would
plaintiffs ac-
action.”
knowledgement
stipulation
that he
Janney,
no such affidavit issue, Turning to the of that merits stipu- Sehulman, this absent even think that valid, argues that a enforceable Sehulman lation, by the district be bound on Kelter’s because he rélied lease exists concerning existence of the resolution issue one as well that he would obtain assurances willingness to WALP’s of the lease. Given acceptance employees’ confirmed as the FKB bound, any judgment rendered WALP’s Em relies on draft.14 Sehulman final mutually dispositive of the would be absence Baldwin, Pa.Super. erman v. case. orally There, A.2d 440 defendants plaintiffs for two agreed lease a house to to C. Id. at 443. De specified price. years at a mortgagee’s counterclaim Because acknowledged agreement as fendants exis- judgment on the lease’s declaratory stated the letter but the letter terms element of Schul- mirrors an essential tence subject to exe agreement was nevertheless lease, i.e. the existence claim, own man’s delivery standard of defendants’ cution and its court abused think the district do not we circumstances, Id. lease form. Under Sehulman it concluded when discretion minds of the held that the the court pres- able to demand WALP’s should not be provisions of the on the essential had met adjudicating of an order a condition ence as agreement was valid leasehold and a lease the lease’s dispute over merits of the were provisions the form’s made because 19(b) is Rule Dismissal existence.13 and the defendants be plaintiffs known discretionary subject a district court’s had resulted negotiations lieved the considerations, is its analysis equitable as Id. at binding contract. request for a declara- to entertain decision distinguishable from this Emerman is we not In either case do tory judgment. in Emerman ex- The defendants case. abused its discretion. the district court think accept terms willingness to pressed mortgag- their and the equities favor WALP as a during negotiations agreed Sehulman, upon ee, it was Sehulman because objectively indicated binding two contract dispute between who chose divide form the executed standard rejected they intended and then independent forums serving only formality, mere be a deci- would proposal stipulate any WALP’s upon In con- agreed terms. binding on evidence of would be the district court sion in always clear its trast, made pro- here ongoing state court both of them the by any until a to be bound dis- intent not Accordingly, conclude the ceedings. we Paragraph 57 executed. lease was jurisdiction written subject matter court had trict lease, 31, 1992, which January draft Morgan’s J.P. merits of whether over the terms all of the embodies contends more Sehulman as such or as counterclaim treated lease, expressly bars purported defense to Count than a redundant taking until both effect agreement complaint. It therefore follows Schulman’s interference addition, of intentional Morgan's 14. elements we think (1) the exis- *9 existing relаtions are: contractual analogized to can be asserts the lease Sehulman (2) relationship; an intent contractual tence of a According beneficiary. party of a third plaintiff part to harm of the defendant on the Miller, Wright cases in which benefi- & “[i]n relations; interfering those with uniformly reject the ciary party, courts is a (3) privilege justification for the or of absence parties original to the argument that all of (4) interference; damages resulting actual Wright, joined.” 7 Charles A. must be contract Neish v. Beaver conduct. the defendant's Kane, Mary Prac- & K. Federal Arthur R. Miller 588, Inc., Pa.Super. 581 A.2d Newspapers, 398 (1986) (foot- § 1613 at 186 and Procedure tice denied, 648, 619, A.2d Pa. 593 527 625 allocatur omitted). note (1991). 421 808 law, signed and when one has ex and tenant have deliv-
landlord distinctive, capital- pressed in a an intent not to be bound until a provides It ered it. executed, parties are typeface: written contract ized not bound until that event has occurred. See Delivery For Examination. DELIV- Shoemaker, 422, v. 393 Pa. 143 A.2d Essner TENANT ERY THE LEASE TO OF (1958). case, -In 364 no leаse could exist LANDLORD IN NOT BIND SHALL until WALP executed and delivered it.15 MANNER, AND NO LEASE OR ANY response mortgagee’s to the motion for sum OF LANDLORD OBLIGATIONS mary judgment, points nothing Schulman ARISE UNTIL THIS INSTRU- SHALL genuine of fact that could create issue on BY BOTH LAND- IS SIGNED MENT binding lease. For the the existence AND'TENANT AND DELIVERY LORD reasons, argu Schulman’s alternate same MADE TO EACH. IS Galardi, ment based on Valvano v. 363 App. at A-150. was on notice of Schulman (1987) 584, 1216, Pa.Super. 526 A.2d 1220 not to be until it WALP’s intent bound operations pay of that commencement throughout negotiations. signed the lease part performance ment of rent WALP is attorneys and his reviewed each of Schulman Pennsylva to take the case outside sufficient pro- All four draft leases. contained this frauds, 68, nia’s statute of tit. Pa.Stat.Ann. they objected never to it. Schul- vision and (1994), also fails. The district 250.202 attorney expressly cautioned him on man’s summary judg court did not err necessity of formal execution. Schulman mortgagees on ment favor of the Schul- signed any concedes WALP never man’s claim for intentional interference with draft leases. existing contractual relations. language paragraрh Despite the clear 57, 31, argues January Schulman 1992, and the he draft lease two letters re- V. employees February from FKB ceived also asserts a claim for in Schulman writing 1992 a sufficient to evidence create prospective tentional interference with con argument might His
the lease terms. succeed, tractual relations.16 To Schulman to overcome the defense of the sufficient must show the contract has an frauds, statute but the issue here is wheth- objectively probability coming reasonable er whose minds had met on the need Thompson into existence. See Coal Co. fully for a formal executed document before Co., 412 Pike Coal 488 Pa. A.2d any binding contract arose consummated (1979). think there is sufficient evidence We agreement, their suffi- whether there was summary judg in this record to withstand proposed cient written evidence of the terms agreement. Paragraph explicitly ment on the issue of whether Schulman had a of that probability obtaining signing delivery reasonable a lease requires the of thе lease mortgagee’s from WALP absent the interfere itself. The letters’ references draft as a lease did not transform it into one. Under nce.17 We must therefore consider whether (1) argues prospec exceeded elements of this are: 15.Schulman district court tort relation; (2) authority tive contractual intent to harm the Declaratory or abused its under the preventing plaintiff by the relation from occur Judgment by ruling Act on the existence of the (3) ring; privilege justification absence of agree with the lease. We dissent that (4) part; resulting damage. the defendant’s by assuming court could have decided this case Mendel, See Silver v. 601-02 refusing the lease existed and so to reach or Co., Cir.) (citing Thompson Coal Co. v. Coal Pike mortgagees' decide counterclaim for de- (1979)), 412 A.2d 488 Pa. cert. claratory judgment. agree, We are unable to denied, 496 U.S. 110 S.Ct. however, inappropriate that it was for the district L.Ed.2d 641 rule on the court to counterclaim. Resolution disposition the existence of a lease is essential to genuinе 17. We believe there is a issue of fact as of Schulman’s claim of intentional interference probability there was a to whether reasonable Therefore, existing contractual relations. obtaining Schulman’s a lease absent the mort- gagee’s Although argues we have also of the lease considered merits interference. *10 begin communicating displea- did not his issue and concluded that no lease existed. Kelter
809
Computer
Clay
Applications,
v. Advanced
privileged.18
mortgagee’s conduct
the
(1989)).
86,
ants, Morgan’s concerns are valid. legally actor this defense if it has a implicitly acknowledged by and, WALP protected faith, good interest asserts mortgagee right disap- protect the interest or threatens to it prove (Second) tenants. appropriate means. Restatement § of Torts 773 cmt. a. privileged
Interference is also
when
good
legal
the actor believes
faith that his
Mortgage
and Loan Documents
ly protected
may
interest
otherwise be im
expressly pro
WALP and Widener executed
paired
performance
of the contract.
entering
any
hibit
into
Sys.,
Unisys Corp.,
See Advent
Ltd.
925
prior
without Widener’s
written consent.
Cir.1991);
Corp.
F.2d
673
Geofreeze
Mortgage
Section 6.01.1 of the
forbids
Co.,
F.Supp.
v. C. Hannah Constr.
588
exeсuting
WALP from
leases without
(E.D.Pa.1984); Cloverleaf,
1345
was not essential gen pending state tort action because action, the it. In this federal matter before the same issues policy of restraint when eral defendants limited to whether the issue is and an avoidance pending in'a state court are con- intentionally interfered with Schulman’s 1075-76; litigation. 923 F.2d at duplicative rights. tractual Co., v. Excess Ins. 316 U.S. see also Brillhart 1173, 1175-76, 491, 495, 86 L.Ed. 62 S.Ct. majority the district concedes that (1942) (federal should consider court disposed of this case have court could “present[s] suit the same state court deciding, and whether assuming, without their granting leave to amend the defendants this court does not contend that 1. The defendants However, to include the counterclaim. answer jurisdiction to decide whether August which Schulman Order from summary judgment erred granted mo- appealed specifically defendants' counterclaim because Schulman them on their summary judgment on their counter- August Order tion only appealed legally had no declared that Schulman judgment claim and granting summary in favor of the de- fendants, lease. April enforceable from the 1993 Order and not issues, law, governed by Thus, federal between the issue of the existence of a lease. parties” the same and whether state court is believe this court should reverse the district controversy). to settle if grant summary judgment “[E]ven better able for the declaratory judgment clarify par defendants on their counterclaim. ordinarily legal rights, it should not be ties’ II.
granted parties’ plans unless ‘the of actions *13 by likely declaratory affected are to be Additionally, majority’s the extensive dis- ” Industries, judgment.’ Armstrong World necessary cussion of Rule 19 is not or rele- Adams, 405, 412 Inc. v. Cir. disposition appeal. vant to the of this As the 1992) (citation omitted). concedes, majority the district court had an- jurisdiction cillary over the issue raised in The district court’s decision to resolve the regard diversity counterclaim without declaratory by action raised the counterclaim (West 1993). under 28 U.S.C.A. substantially ignores these factors. The fed- 804-05). (Maj. Op. disagree at I further deciding eral action can be without resolved majority’s characterization of J.P. Mor- pending the essential issue in the state court gan’s cоunterclaim aas redundant defense. ejectment public action. There is no by This issue has never been raised involved either action and the state action parties and there is no indication that J.P. provides an available and convenient forum Morgan did not intend to file a counterclaim disposition for the of a contractual suit aris- declaratory judgment. for a ing declaratory law. judg- under state The any purpose ment did not serve be- useful authority As “relabeling” for its the coun- necessary cause the declaration was not defense, majority terclaim as a cites Fed. obligations the settlement of between the 8(c). 8(c), however, R.Civ.P. empowers Rule parties disposal in this case or for the of this pleading stage a trial court at the to correct action. party’s designation mistaken of a counter- justice requires. claim as a defense if so The declaration of the district court im- provide any authority rule does not for this court, properly upon encroaches thе state Rather, appeal. court to do so on our review currently addressing which is the issue of the by is constrained the district court’s treat- of a lease existence between Schulman and pleading ment as a counterclaim. acknowledged (cid:127)WALP. The district court Therefore, justification I see no to relabel that its declaration that there was not a valid defense, Morgan’s counterclaim as a “may contract between Schulman and WALP light no need to discuss Rule 19 in question pending not resolve the still ... jurisdiction ancillary district court’s over the regarding rights state court what counterclaim. against allegedly repre- has a landlord who lease, freely Moreover, sents it can majority enter into a when in concludes fact it equities defendants, cannot.” The district court’s declara- favor Schulman, tion will have the binding effect of either and not because Schulman chose state court in making requir- dispute its decision indepen- divide this between two ing duplicative litiga- Schulman to rejected undertake dеnt pro- forums and then WALP’s event, any posal tion. it can stipulate serve to decision in the complicate pro- or confuse the state binding district court would the state 807). ceedings. majority’s ruling (Maj. However, WALP, on the lease court. atOp. necessary Schulman, is not ejectment to this action and relies on a chose to file the key figure matter in which a Philadelphia County to the lease is action in the Court of proceedings Moreover, not a before this Common Pleas. there was no Finally, court. be in- stipulate binding would not reason for Schulman to to a convenienced deference the state court resolution the district court because that properly granted because the federal action appropriate court was not the forum for reso- summary judg- the defendants’ motion for essentially involving lution of an issue state against them, ment on pending Schulman’s claims law in a action instituted timely the state court could Finally, equities resolve fashion WALP in state court. eject- in the of Schulman may fall in favor Kelter, SYSTEMS, INC., principal action because INSTRUCTIONAL
ment behalf, sought Corporation out Schul- of the State of acting on WALP’s Jersey food operate Maxi’s plans to man to discuss New lobby of the Widener establishment both, Kelter undisputed Building. “It is CURRICULUM COR COMPUTER that a lease would anticipated and Schulman PORATION, Corporation $35,000 invested and Schulman be executed” of Delaware State money construction costs. toward own his 802). (Maj. Op. at . Systems, Inc., Appellant Instructional Attorney Poritz,* Deborah T. General III. Jersey, (per the Intervenor New *14 conclusion, court should not order) Nov. Court’s presented question have decided the SYSTEMS, INC., INSTRUCTIONAL whether there counterclaim as to defendants’ Corporation of the State of a a the elements for in a lease because was fact Jersey New present. not declaratory judgment were Furthermore, of the district the declaration v. litiga- upon the improperly encroaches COR COMPUTER CURRICULUM court. Accord- pending the state tion then PORATION, Corporation a majori- respectfully dissent from'
ingly, of Delaware State ty’s opinion. v. SLOVITER, Judge, Chief Present: LECHNER, Jr., Alfred J. United Hon. MANSMANN, STAPLETON, BECKER, Judge for the District States District SCIRICA, HUTCHINSON, GREENBERG, Jersey, Respondent New Nominal ROTH, NYGAARD, ALITO, COWEN, *, LEWIS, and ROSENN Circuit McKEE Attorney Poritz,* T. General Deborah Judges. Jersey, Petitioner of New SYSTEMS, INC., INSTRUCTIONAL REHEARING FOR PETITION SUR Corporation State Jersey, Petitioner New Oct. v. rehearing by appel- filed petition for having captioned matter lant in the above COR- CURRICULUM COMPUTER judges participat- who been submitted PORATION, Corporation of court and to all the in the decision of this ed Delaware the State of judges of the circuit circuit other available Lechner, Jr., United States Alfred J. Hon. service, judge who and no regular active Judge of New for the District District having decision asked concurred Respondent Jersey, Nominal circuit majority of the rehearing, and a regular active service judges of the circuit INC., SYSTEMS, INSTRUCTIONAL rehearing by the court having voted for Corporation o of the State f banc, rehearing petition for is denied. Jersey New COR CURRICULUM
COMPUTER PORATION, Corporation of Delaware State Inc., Appellant Systems, Instructional * * 43(c). Fed.R.App.P. pursuant Rosenn, Caption Judge, amended United States Circuit Max Hon. rehearing. voting panel limited to