Opinion
No. 18 MAP 2015
05-25-2016
MORRISON INFORMATICS, INC., Anthony M. Grigonis, and Malcolm H. Morrison v. MEMBERS 1ST FEDERAL CREDIT UNION, Mark Zampelli, and Scott Douglass. Appeal of Members 1st Federal Credit Union.
Steven Bruce Kantrowitz, Esq., Ellen Hatch Kueny, Esq., Kantrowitz & Phillippi, L.L.C., Philadelphia, for Mewbers 1st Federal Credit Union, Appellant. James Joseph Franklin, Esq., McNees, Wallace & Nurick, LLC, Harrisburg, for Scott Douglass, Appellee. Darryl J. Liguori, LeRoy Smigel, Esq., Smigel, Anderson & Sacks, L.L.P., Harrisburg, for Morrison Informatics, Inc., Anthony M. Grigonis and Malcolm H. Morrison, Appellees. Mark Zampelli, Pro Se.
Steven Bruce Kantrowitz, Esq., Ellen Hatch Kueny, Esq., Kantrowitz & Phillippi, L.L.C., Philadelphia, for Mewbers 1st Federal Credit Union, Appellant.
James Joseph Franklin, Esq., McNees, Wallace & Nurick, LLC, Harrisburg, for Scott Douglass, Appellee.
Darryl J. Liguori, LeRoy Smigel, Esq., Smigel, Anderson & Sacks, L.L.P., Harrisburg, for Morrison Informatics, Inc., Anthony M. Grigonis and Malcolm H. Morrison, Appellees.
Mark Zampelli, Pro Se.
SAYLOR, C.J., BAER, TODD, DONOHUE, DOUGHERTY, WECHT, JJ.
OPINION
This matter was reassigned to this author.
The central question presented concerns whether a federal bankruptcy trustee may be substituted as a plaintiff in a civil action previously commenced by the debtor in bankruptcy in a Pennsylvania state court, although the statutory limitations period expired prior to the attempted substitution.
Morrison Informatics, Inc. (the “Company”) filed a petition for relief under Chapter 7 of the United States Bankruptcy Code in September 2009. See 11 U.S.C. §§ 701 –784. In due course, Leon P. Haller, Esquire (the “Trustee”), was appointed as trustee. See id. § 701.
In May 2011, the Company and two shareholders (the “Shareholders”), who also apparently were officers of the corporation, commenced a civil action in the court of common pleas against Members 1st Federal Credit Union (the “Credit Union”), Mark Zampelli, and Scott Douglass by filing a praecipe for a writ of summons. See Pa.R.C.P. No. 1007. About a year later, at the Credit Union's instance, the common pleas court issued a rule requiring a complaint to be filed. See id. No. 1037(a).
In an ensuing complaint, the Company and the Shareholders asserted that, beginning sometime after January 2005 and continuing into 2009, the Company's finance manager, Zampelli, had colluded with a Credit Union relationships officer, Douglass, to embezzle Company funds. The complaint advanced claims against the Credit Union, Zampelli, and Douglass variously sounding in fraud, conversion, civil conspiracy, and negligence.
Douglass eventually also filed a bankruptcy petition, albeit this is immaterial in the context of the Credit Union's present appeal.
The Credit Union interposed preliminary objections. This bid for dismissal was based, in material part, on the Company's lack of authorization to advance causes of action after seeking bankruptcy relief. According to the Credit Union, upon the filing of a Chapter 7 petition for relief, all equitable and legal interests—including causes of action which had previously arisen—became part of the bankruptcy estate subject to the Trustee's exclusive control.
The Trustee and the Shareholders responded with an amended complaint indicating, in the body of the pleading, that the action was being pursued by the Trustee. They simultaneously filed a motion seeking leave to amend the caption to substitute the Trustee for the Company as a plaintiff.
The amended complaint advanced an additional contract-based claim against the Credit Union. The parties, however, do not suggest that this modification alters the legal analysis by which the present appeal should be determined.
The Credit Union then lodged a second set of preliminary objections, in which it maintained, inter alia, that the Company's participation in the filing of the writ of summons was a nullity, given the Trustee's succession to the Company's rights and interests. Further, according to the Credit Union, no new action could be commenced since the applicable statute of limitations had run. See 42 Pa.C.S. § 5524 (establishing a two-year limitations period for the commencement of actions, among others, seeking redress for injuries to persons or property founded on negligent, intentional, or otherwise tortious conduct, as well as certain other harms which may be remedied per theories sounding in trespass, including deceit or fraud). The common pleas court denied the motion to amend and sustained the preliminary objections. Initially, the court found that the Shareholders lacked standing to pursue civil redress against the Credit Union for injuries suffered by the Company. As to the Company's standing, the court agreed with the Credit Union's position that, when a debtor files a bankruptcy petition, its property becomes that of the estate, and the debtor loses all rights to it. See Morrison Informatics, Inc. v. Members 1st Fed. Credit Union, No. 2011–4636 Civ. Term, slip op. at 7, 2013 WL 9745522 (C.P. Cumberland Feb. 20, 2013) (citing Jones v. Cendant Mortg. Corp., 396 B.R. 638, 646 (Bankr.W.D.Pa.2008) ). While recognizing that the Trustee had become the real party in interest, the common pleas court determined that the action commenced by the Company must be deemed void ab initio given the Company's lack of standing to initiate it. See id. at 9 (citing Thompson v. Peck, 320 Pa. 27, 30, 181 A. 597, 598 (1935) (“There can be no amendment where there is nothing to amend.”)). In this regard, the court stressed that the Trustee must be considered as an entity separate and apart from the Company. See id. at 9–10 (“The trustee is not the same entity as the pre-bankruptcy debtor, but is a new entity with his own rights and duties.... The trustee acts as the representative of the estate, managing its funds for the benefit of its creditors.” (quoting In re Fid. Am. Fin. Corp., 43 B.R. 74, 77 (Bankr.E.D.Pa.1984), vacated on other grounds sub nom. In re Neshaminy Office Bldg. Assocs., 62 B.R. 798 (E.D.Pa.1986) )). For this reason, the court refused to treat the substitution of the Trustee as being merely in the nature of correcting a technical defect.
Per Section 108 of the Bankruptcy Code, a trustee may benefit from a two-year extension after an order for relief is deemed to have been issued by the bankruptcy court (or a longer period if a suspension of the initial limitations period occurs on or after the commencement of the bankruptcy case). See 11 U.S.C. § 108(a) ; see also id. § 301(b) (prescribing that “[t]he commencement of a voluntary case ... constitutes an order for relief”). Such provision does not appear to be relevant here, however, since the Trustee first attempted to bring himself into the record in the common pleas court more than two years after the Company filed its Chapter 7 petition (and there is no suggestion that a suspension of the initial limitations period occurred on or after the initiation of the bankruptcy proceeding). In any event, the Trustee has not relied upon Section 108 in his submissions to this Court, the intermediate court, or the common pleas court.
The common pleas court accepted that amendment in the circumstances presented might be appropriate under federal practice, per Federal Rule of Civil Procedure 17(a)(3), which prescribes that “[t]he court may not dismiss an action for failure to prosecute in the name of the real party in interest until, after an objection, a reasonable time has been allowed for the real party in interest to ratify, join, or be substituted into the action.” Fed.R.Civ.P. 17(a)(3). See generally Rousseau v. Diemer, 24 F.Supp.2d 137, 143–44 (D.Mass.1998) (applying Rule 17(a)(3) to permit substitution of a bankruptcy trustee as the plaintiff in an action which had been commenced by a discharged debtor, reasoning that “the axiom that substitution of the real party in interest to avoid injustice favors allowing the [t]rustee's motion”). The court stressed, however, that the closest analogue in the Pennsylvania Rules of Civil Procedure, Rule 1033, contains no such express prohibition.
On the Trustee's appeal, the Superior Court affirmed in part, vacated in part, and remanded with instructions. See Morrison Informatics, Inc. v. Members 1st Fed. Credit Union, 97 A.3d 1233, 1244 (Pa.Super.2014). Initially, the intermediate court agreed with the common pleas court's determination that both the Company and the Shareholders lacked standing to sue. See id. at 1239. As to the Trustee and his motion to amend the caption, however, the panel viewed the salient question as centering upon whether the Company continued to exist as a legal entity after the bankruptcy, not whether its institution of insolvency proceedings had deprived it of real-party-in-interest status relative to claims against the Credit Union. See, e.g., id. at 1239 n. 2. In this regard, the panel apprehended both that the Company's legal and equitable interests became property of the estate as of the commencement of the bankruptcy proceedings, see id. at 1239 (citing In re Emoral, Inc., 740 F.3d 875, 879 (3d Cir.2014) ), and that actions by and against “persons” or “entities” unrecognized at law are void ab initio, see id. at 1240–41 (discussing this Court's determination, in Thompson, that an action against a deceased person was a nullity).
Nevertheless, the Superior Court noted that the Company did not cease to exist upon its filing of a Chapter 7 petition for relief. See id. at 1240 (“Neither [the Credit Union] nor the trial court cites authority for the proposition that a pending bankruptcy petition is the equivalent of death.”). Rather, the intermediate court highlighted, the Trustee succeeded to its rights and interests relative to the Credit Union. See id. (“The issue here is that the claims stated in the complaint were the property of the bankruptcy estate rather than that of [the Company]. Thus, the [Trustee], and not [the Company], was and is the real party in interest.”).
Given its position that the matter concerned real-party-in-interest status rather than a disability fatal to the action's commencement, the Superior Court rejected the common pleas court's rationale supporting dismissal. Rather, the intermediate court found the issue of whether a bankruptcy trustee may be substituted for a debtor when a case stating claims representing property of the estate was initiated by the debtor was one of first impression in Pennsylvania. In this regard, the court distinguished a decision involving an attempted post-limitations-period addition of a plaintiff (a municipal authority) in an action commenced by a distinct legal entity (a municipality), where the rights asserted were not derivative. See id. at 1243–44 (discussing Borough of Berwick v. Quandel Grp., Inc., 440 Pa.Super. 367, 655 A.2d 606 (1995) ).
Next, since the issue was a novel one, the Superior Court looked to the approaches of other jurisdictions. Upon such review, it found a tendency to permit a real party in interest to be substituted for an original plaintiff, so long as the modification does not alter the factual allegations asserted or otherwise cause prejudice to the defendant. See id. at 1241–42 (citing Cloud v. Northrop Grumman Corp., 67 Cal.App.4th 995, 79 Cal.Rptr.2d 544, 554 (1998) (“[A]n amendment to substitute in the real party in interest is entitled to relation-back effect.”); Miller v. Campbell, 164 Wash.2d 529, 192 P.3d 352, 356 (2008) (holding that the substitution of a bankruptcy trustee as a plaintiff related back to the original filing of an action by a debtor in bankruptcy); Rice v. Adam, 254 Neb. 219, 575 N.W.2d 399, 405 (1998) (concluding that a district court had erred in dismissing a cause of action without providing the plaintiff the opportunity to amend the pleadings to substitute a bankruptcy trustee as the real party in interest); 67A C.J.S. Parties § 73 (2014) ; 59 Am. Jur. 2D Parties § 318 (2014) (“[C]ourts generally hold that the pleadings in an action brought by a nominal plaintiff (or one suing for the use of another) may be amended to substitute the real party in interest (or person for whose benefit the suit is brought) at least where the claims and recovery sought were included in the original complaint.”)). The intermediate court was persuaded by the rationale applied in such cases and discussed in the treatises. Additionally, given the derivative nature of the rights and interests administered by the Trustee, the Superior Court did not attribute, to his substitution as the plaintiff, the effect of adding a new party or cause of action. See Morrison Informatics, 97 A.3d at 1244. Furthermore, the panel members did not believe that the Credit Union would suffer any surprise as a result of the amendment, since the Company had discussed its bankruptcy in the body of the initial complaint. See id.
The Superior Court also discussed Rule of Civil Procedure 1033's liberal policy favoring amendment. See id. at 1240 (“Leave to amend lies within the sound discretion of the trial court and the right to amend should be liberally granted at any stage of the proceedings unless there is an error of law or resulting prejudice to an adverse party.” (quoting Hill v. Ofalt, 85 A.3d 540, 557 (Pa.Super.2014) )). For the above reasons, and in such context, it found that the common pleas court had erred and abused its discretion in denying the amendment. See id. at 1241, 1244.
We allowed appeal to consider the merits of the Superior Court's holding in such regard. As the issues presented are ones of law, our review is plenary. The litigants agree that, once it became a Chapter 7 debtor in bankruptcy, the Company surrendered its ability to pursue relief against the Credit Union. See 11 U.S.C. §§ 301, 541(a) ; Emoral, Inc., 740 F.3d at 879 (“A cause of action that is ‘property of the estate’ is properly pursued by the bankruptcy trustee because it inures to the benefit of all creditors.”). Accordingly, there is no disagreement that the Trustee became the real party in interest relative to causes of action against the Credit Union. See United States v. Whiting Pools, Inc., 462 U.S. 198, 204–05 & n. 9, 103 S.Ct. 2309, 2313 & n. 9, 76 L.Ed.2d 515 (1983) (explaining that property of the estate, subject to administration by a bankruptcy trustee, includes causes of action which accrued prior to the filing of the petition for relief). See generally Pa.R.C.P. No.2002(a) (prescribing, subject to limited exceptions, that “all actions shall be prosecuted by and in the name of the real party in interest”). The parties do dispute, however, the impact of the Company's disability upon the Trustee's ability to enter and maintain the action that had been initiated by the Company.
Presently, the Credit Union references In re Estate of Sauers, 613 Pa. 186, 32 A.3d 1241 (2011), for the proposition that a person or entity without authority to bring an action lacks the capacity and standing to sue. See id. at 198, 32 A.3d at 1248 (quoting 67A C.J.S. Parties § 11 (2011) ). Consistent with the decision of the common pleas court, the financial institution maintains that an action by or against one lacking the capacity and/or standing to sue is a ity. See, e.g., Brief for the Credit Union at 20 (“[T]he Trial Court's decision to dismiss was grounded on the straightforward and logical tenet of Pennsylvania law that a valid action at law requires a person or entity which has the legal capacity and right to bring it.”).
Along these lines, the Credit Union criticizes the Superior Court's analysis concerning whether the Company “exists” as immaterial to the dispositive circumstance entailing the Company's lack of authority to sue. See, e.g., id. at 15 (“The issue is not whether the person or entity ‘exists' when attempting to bring the action, but whether it has the legal capacity and right to do so.”). According to the Credit Union, no proper plaintiff or cause of action ever was before the common pleas court, and the Superior Court departed from 125 years of consistent jurisprudence—including the decisions in Sauers, Maxson v. McElhinney, 370 Pa. 622, 88 A.2d 747 (1952), Thompson, and Usher v. West Jersey
Railroad Co., 126 Pa. 206, 17 A. 597 (1889) —in ruling to the contrary. Alternatively, the financial institution maintains, even if the case caption were amendable in the abstract, such amendment could not be implemented validly, after the expiration of the applicable statutory limitations period, to add the Trustee, a new party entirely separate and distinct from the Company. See, e.g., Brief for the Credit Union at 31–39 (citing, inter alia, Kincy v. Petro, 606 Pa. 524, 536–37, 2 A.3d 490, 497 (2010), La Bar v. N.Y., Susquehanna & W. R.R. Co., 218 Pa. 261, 264–65, 67 A. 413, 414 (1907), Borough of Berwick, and Prevish v. Nw. Med. Ctr.—Oil City Campus, 692 A.2d 192, 205 (Pa.Super.1997) (en banc )).
The Trustee's responsive arguments are consistent with the decision of the intermediate court. In particular, the Trustee emphasizes that his interests derive from and are limited according to the Company's predecessor interests. See, e.g., Brief for the Trustee at 8 (“It is well settled that ‘the trustee stands in the shoes of the debtor and can only assert those causes of action possessed by the debtor.’ ” (quoting Hays & Co. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 885 F.2d 1149, 1154 (3d Cir.1989) )); id. at 15 (“The trustee is not asserting new and distinct causes of action and is merely stepping in the shoes of [the Company].”). Accordingly, the Trustee perceives no prejudice to the Credit Union associated with his continuance of the action against it.
At the outset, we observe that a procedural dynamic of this case militates in favor of allowing the amendment to substitute the Trustee for the Company as the plaintiff in the action against the Credit Union, given the liberal policy reflected in the applicable rules. See Pa.R.C.P. No. 1033 (“A party, either by filed consent of the adverse party or by leave of court, may at any time change the form of action, add a person as a party, correct the name of a party, or otherwise amend the pleading.”); Hoare v. Bell Tel. Co. of Pa., 509 Pa. 57, 60, 500 A.2d 1112, 1114 (1985) (explaining that “our rules permit liberal amendment of the pleadings in order to secure a proper determination of the merits”); Saracina v. Cotoia, 417 Pa. 80, 83, 208 A.2d 764, 765 (1965) (noting that amendments to pleadings under Rule of Civil Procedure 1033 “should be granted with liberality so as to secure determination of cases on their merits whenever possible ” (emphasis in original)). Although our procedural rules do not contain an express analogue to Federal Rule of Civil Procedure 17(a)(3), they certainly do not foreclose the amendment sanctioned by the Superior Court.
Moreover, as a policy matter, consistent with the rationale employed by a number of other jurisdictions, we find good cause to adopt a relation-back approach permitting a bankruptcy trustee to enter into and to maintain an action previously filed by a debtor. Initially, as both parties recognize, federal bankruptcy law is designed precisely to permit a trustee to “stand [ ] in the shoes” of the debtor. Wornick v. Gaffney, 544 F.3d 486, 490 (2d Cir.2008). Particularly given that the impediment to the Company's own ability to assert claims against the Credit Union arises under federal law, we believe that it is appropriate to afford some deference to the salient federal policies involved. In this regard, a main interest underlying federal bankruptcy law is the fulfillment, as much as possible, of creditor interests. See, e.g., In re Mitchell, 357 B.R. 142, 155 (Bankr.C.D.Cal.2006).
The vindication of the interests of innocent creditors, and the absence of prejudice to defendants, are primary themes in the line of decisions from other jurisdictions which employ a relation-back approach permitting bankruptcy trustees to enter into actions previously initiated by debtors. As explained by one court:
[T]he plaintiff debtor derived no benefit from filing in his own name rather than that of the trustee; the creditors of the bankrupt would otherwise be deprived of the potential asset; and the defendants would not be prejudiced since they had notice of the claim and the issues remained the same except for the addition of the trustee as a party.
Asmus v. Capital Region Family Practice, 115 S.W.3d 427, 436–37 (Mo.Ct.App.2003) (citing Hammes v. Brumley, 659 N.E.2d 1021, 1030 (Ind.1995) ).
Accord Putzier v. Ace Hardware Corp., 50 F.Supp.3d 964, 984 (N.D.Ill.2014) (collecting cases for the proposition that “courts in this [d]istrict and in other circuits have tended to allow for substitution by a trustee in the context of bankruptcy”); Miller v. Campbell, 164 Wash.2d 529, 192 P.3d 352, 356 (2008) (highlighting that “the substitution changes only the representative capacity of the parties, not the nature of the claims against which [the defendant] must defend”); Hammes, 659 N.E.2d at 1030 (“We believe that permitting bankrupt parties to substitute the trustee as the real party in interest is sound public policy[;] [t]he innocent creditors of the plaintiff-debtors should not suffer due to commencing a lawsuit in the name of the plaintiff-debtor rather than in the name of the trustee.”). But see Bibbs v. Cmty. Bank of Benton, 375 Ark. 150, 289 S.W.3d 393, 398–99 (2008) (refusing to apply relation-back theory to permit a bankruptcy trustee to enter a civil action as the real party in interest, particularly where such status was not difficult to determine).
We recognize the legitimacy of the Credit Union's observation that recourse to relation-back theory is in tension with language employed in a number of decisions of this Court. As this Court frequently reiterates, however, the holdings of judicial decisions are to be read against their facts, see, e.g., Oliver v. City of Pittsburgh, 608 Pa. 386, 395, 11 A.3d 960, 966 (2011) (citing Commonwealth v. McCann, 503 Pa. 190, 195, 469 A.2d 126, 128 (1983) ), and there simply is no precedent controlling substitution in a scenario involving a bankruptcy trustee.
More broadly, none of the cases referenced by the Credit Union involve substitution of a real party in interest for a direct predecessor in interest per federal law. Concededly, the Court's precedent has taken a hard line relative to proceedings errantly initiated against deceased persons, see, e.g., Thompson, 320 Pa. at 30, 181 A. at 598 ; cf. Prevish, 692 A.2d at 204–05 (reflecting the en banc Superior Court's refusal to employ relation-back theory to validate an action improperly commenced against an estate, in light of an attempted amendment to substitute the estate executor), as well as in scenarios in which plaintiffs have not appeared in the appropriate capacity as required per express statutory commands, see, e.g., La Bar, 218 Pa. at 263–65, 67 A. at 413–14 ; Maxson, 370 Pa. at 626, 88 A.2d at 749 ; Usher, 126 Pa. at 216, 17 A. at 599. Nevertheless, the cases are not entirely homogenous in terms of such strictness. See, e.g., Holmes v. Pa. R.R. Co., 220 Pa. 189, 193, 69 A. 597, 598 (1908) (“Without question, a change in the name of partners, or the adding of the names of partners omitted by mistake, or the name of another administrator or trustee, or of a use plaintiff would be allowed after the bar of the statute [of limitations]” where “[t]he cause of action remain[s] the same, and no change in the allegations or proofs [is] involved, and the defendant [is] not in the slightest degree prejudiced by it.” (emphasis added)).
The Sauers decision, referenced by the Credit Union, touches on this line of cases, albeit that the Court determined that an estate had legal capacity to implicate legal processes in an attempt to redirect the proceeds of a life insurance policy from a named beneficiary to a named contingent beneficiary. See Sauers, 613 Pa. at 199–200, 32 A.3d at 1249. The decision, however, does not have a relation-back dynamic, and thus, we do not consider its general discussion of legal capacity to be particularly useful in addressing the present, discrete scenario which involved relation back on account of directly derivative interests.
Moreover, in our considered judgment, permitting substitution of a bankruptcy trustee as the real party in interest does not offend either the terms of, or the policy underlying, the applicable statute of limitations. The operative statute, reposed in Section 5524 of the Judicial Code, merely indicates that a negligence action or proceeding “must be commenced” within a two-year period. 42 Pa.C.S. § 5524(2), (7). Facially, the statute is satisfied, since the present action was, in fact, commenced within the salient period.
We note that this Court has treated statutes of limitations as warranting strict construction, given that their purpose is to prevent stale claims which might prejudice the defense. See, e.g., Bonfitto v. Bonfitto, 391 Pa. 187, 188, 137 A.2d 277, 278 (1958) (affirming on the basis of a common pleas court's decision). This statement about strict construction is somewhat confounding, since the Statutory Construction Act directs, generally, that statutes not expressly subject to strict construction under this enactment's own terms are to be construed liberally to promote their purposes and in the interests of justice. See 1 Pa.C.S. § 1928(c). See generally Perry Dane, Jurisdictionality, Time, and the Legal Imagination, 23 Hofstra L.Rev. 1, 62 n. 188 (1994) (discussing the courts' inconsistent usage of the term “strict construction” in the limitations arena). In context, in this line of cases, it appears that the Court meant that statutes of limitations are to be construed in favor of the defendant's interest in being free from stale litigation (which entails liberal construction in favor of the statute's litigation bar). See, e.g., Bonfitto, 391 Pa. at 188, 137 A.2d at 278. In all events, this “strict construction” in favor of a defendant's interests is certainly a tempered application, as, for example, the Court allows for tolling of certain limitations periods via a particular construction of the term “accrual” (of actions), as that term is employed in the statutory delineation of methods of computing periods of limitations generally. See Wilson v. El–Daief, 600 Pa. 161, 176–77, 964 A.2d 354, 363 (2009) (discussing the prevailing construction of Section 5502(a) of the Judicial Code, 42 Pa.C.S. § 5502 ).
Nor does it alter our analysis that the present action was commenced via writ of summons. Straightforward procedures are available to defendants to redress uncertainties connected with the filing of a writ of summons, principally, in the form of securing the issuance of a rule upon the plaintiff to file a complaint within twenty days. See Pa.R.C.P. No. 1037(a). Here, we deem the salient points to be that: an action had been “commenced” in a timely fashion, 42 Pa.C.S. § 5524 ; see also Pa.R.C.P. No. 1007 (providing that an action may be “commenced” by the filing of a praecipe for a writ of summons); application of the relation-back doctrine in favor of a bankruptcy trustee is in no way inconsistent with the actual terms of the governing statutory limitations regime; and such application represents the better policy. In this last regard, the approach avoids forfeitures detrimental to creditors that would result from a per se approach, even in the absence of prejudice to defendants.
Although we recognize that the interests of a debtor and a trustee may diverge in some respects, we find it most important that trustees' interests are derivative, and accordingly, they generally cannot assert any greater rights as against defendants than debtors could have in the first instance.
In summary, while we depart from the Superior Court's focus on the continued “existence” of the Company after the initiation of insolvency proceedings, we also reject a strict rule foreclosing a relation-back approach to substitution of a bankruptcy trustee for a debtor. Instead, we hold that relation back in favor of a federal bankruptcy trustee is appropriate, at least where the trustee has acted in a reasonably diligent fashion to secure his or her substitution, and there is no demonstrable prejudice to defendants.
Notably, some jurisdictions maintain a determinative distinction between standing and real-party-in-interest status in the application of relation-back theory. See generally Tate v. Snap–On Tools Corp., No. 90 C 4436, slip. op., 1997 WL 106275, at *4 (N.D.Ill. Feb. 11, 1997) (“The distinction between standing to sue and the real party in interest doctrine is, understandably, often blurred by judges and lawyers.”); Hammes, 659 N.E.2d at 1029–30 (taking the position that standing refers to injury in fact and real-party-in-interest status concerns whether the person is the true owner of the right sought to be enforced); Asmus, 115 S.W.3d at 434–35 (same). Our present decision, however, rests on narrower grounds centered on the discrete circumstances presented involving the interests of a federal bankruptcy trustee deriving directly from those of a debtor in bankruptcy.
We make no determination here that the Trustee, in fact, has acted in a reasonably diligent fashion, or that prejudice to the Credit Union is absent, as such inquiries are beyond the scope of our present review of the legal issue arising out of the common pleas court's per se approach to the dismissal. See Morrison Informatics, Inc. v. Members 1st Fed. Credit Union, ––– Pa. ––––, 111 A.3d 170 (2015) (per curiam ) (centering the questions presented on the consequences of the Company's lack of legal authorization to commence a civil action to vindicate causes of action that accrued before it filed its Chapter 7 petition).
The appeal also was not accepted to resolve subsidiary disputes, such as the degree to which the Trustee may have attempted to add additional claims and/or causes of action. See supra note 3. As to such matters, we observe only that the common pleas court's decision to dismiss the action did not address a number of the challenges otherwise raised in the Credit Union's preliminary objections. See, e.g., Preliminary Objections to Amended Complaint in Morrison Informatics, No. 2011–4636 Civ. Term, at ¶ 63 (asserting that “plaintiffs' claim for breach of implied contract fails to state a claim [and] is merely a restatement of their negligence claim”).
The order of the Superior Court is affirmed and the matter is remanded for further proceedings consistent with this opinion.
Justices BAER, TODD, DONOHUE and DOUGHERTY join the opinion.
Justice WECHT files a concurring opinion.
Justice WECHT, concurring.
Stare decisis, a principle as old as the common law itself, embodies the idea that, “for the sake of certainty, a conclusion reached in one case should be applied to those [that] follow, if the facts are substantially the same, even though the parties may be different.” Estate of Fridenberg v. Commonwealth, 613 Pa. 281, 33 A.3d 581, 589 (2011) (quoting Commonwealth v. Tilghman, 543 Pa. 578, 673 A.2d 898, 903 n. 9 (1996) ). Stare decisis “promotes the evenhanded, predictable, and consistent development of legal principles, fosters reliance on judicial decisions, and contributes to the actual and perceived integrity of the judicial process.” Buckwalter v. Borough of Phoenixville, 603 Pa. 534, 985 A.2d 728, 730–31 (2009) (quoting Stilp v. Commonwealth, 588 Pa. 539, 905 A.2d 918, 954 n. 31 (2006) ).
Still, this Court and innumerable others have remained mindful of Justice Louis Brandeis' admonition that stare decisis “is not a universal, inexorable command.” State of Washington v. W.C. Dawson & Co., 264 U.S. 219, 237, 44 S.Ct. 302, 68 L.Ed. 646 (1924) (Brandeis, J., dissenting). Stare decisis is not “a vehicle for perpetuating error, but rather a legal concept [that] responds to the demands of justice and, thus, permits the orderly growth processes of the law to flourish.” Buckwalter, 985 A.2d at 731 (quoting Estate of Grossman, 486 Pa. 460, 406 A.2d 726, 731 (1979) ). As the United States Supreme Court recently observed, “[w]hat we decide, we can undecide. But stare decisis teaches that we should exercise that authority sparingly.” Kimble v. Marvel Entm't, LLC, ––– U.S. ––––, 135 S.Ct. 2401, 2415, 192 L.Ed.2d 463 (2015). “When precedent is examined in the light of modern reality and it is evident that the reason for the precedent no longer exists, the abandonment of the precedent is not a destruction of stare decisis but rather a fulfillment of its proper function.” Fridenberg, 33 A.3d at 590 (quoting Ayala v. Phila. Bd. of Pub. Educ., 453 Pa. 584, 305 A.2d 877, 886–87 (1973) ). Among appropriate considerations in assessing the wisdom of departing from precedent are “workability,” Payne v. Tennessee, 501 U.S. 808, 827, 111 S.Ct. 2597, 115 L.Ed.2d 720 (1991), “the antiquity of the precedent, the reliance interests at stake, and ... whether the decision [or decisions were] well[-]reasoned.” Citizens United v. Fed. Election Comm'n, 558 U.S. 310, 363, 130 S.Ct. 876, 175 L.Ed.2d 753 (2010) (quoting Montejo v. Louisiana, 556 U.S. 778, 792–93, 129 S.Ct. 2079, 173 L.Ed.2d 955 (2009) ).
In mapping the boundaries of a jurisprudential matter like stare decisis as applied to state law, the United States Supreme Court's practices and precedents do not bind this Court. However, the precept is honored more or less universally in the Anglo–American legal tradition, and the High Court's interpretation of the principle has persuasive value.
I join the majority. I write separately to disavow any suggestion that the decision we reach today squares with our precedent. See, e.g., Maj. Op. at 1247 (acknowledging “tension” between its approach and a number of our prior precedents but opining that “there simply is no precedent controlling substitution in a scenario involving a bankruptcy trustee”). I perceive in today's ruling a significant abrogation or modification of the predominant body of our most on-point case law. To leave that aspect of this case unacknowledged is to risk confusion. Lawyers and judges might read today's decision as forcing them to strive mightily in an attempt to reconcile disparate precedents, including this one. They need not do so. No principled reconciliation is available. Today, the Court departs from our prior, formalistic decisions. The interests of justice provide ample warrant for doing so.
In tandem with this observation, the majority alludes to the time-honored principle that, in deriving rules from past precedents, we must read the prior holdings “against their facts.” Maj. Op. at 1247. This is true as far as it goes. However, it does not cure the complicating factor that few rules can be extracted when comparisons of the facts in one case to the next are conducted at a microscopic level, because any two cases rarely will be factually identical. Hence, merely citing this principle does not justify distinguishing cases on factual differences that are immaterial to the legal question presented. Were it so, stare decisis would be of no service whatsoever in promoting the “predictable, and consistent development of legal principles.” Buckwalter, 985 A.2d at 731. To the contrary, an overly particular parsing of prior precedents in search of esoteric distinctions of fact confounds that objective. See Benjamin N. Cardozo, The Nature of the Judicial Process 149 (1921) (“The labor of judges would be increased almost to the breaking point if every past decision could be reopened in every case, and one could not lay one's own course of bricks on the secure foundation of the courses laid by others who had gone before him.”).
This case hinges upon whether the trustee is a “new party” as that term has been employed in Pennsylvania. The weight of Pennsylvania precedent leaves it difficult to conclude that the trustee is anything but a new party as we have defined that term previously. The majority does not suggest otherwise. In heretofore undisturbed precedent going back more than a century, “new party” status, and the consequent preclusion of party substitution after the running of the statute of limitations, was found despite the fact that the party in question was merely seeking to substitute herself in a representative capacity for herself as an individual.
The parties' arguments indicate that this view of the case is not inconsistent with their own, although they pursue numerous other lines of analysis.
In La Bar v. N.Y., S. & W.R. Co., 218 Pa. 261, 67 A. 413 (1907), the case that is most relevant, a widow sued her late husband's employer in her individual capacity after her husband was killed in a work-related accident in New Jersey. At or near the time of trial, after the statute of limitations had run, the widow sought to amend the caption to identify herself as administratrix for the decedent's estate. The trial court declined the amendment on the basis that it introduced a new party and, thus, a new cause of action after the limitations period had run. Id. at 413.
On review, this Court found that it must apply New Jersey law, which required that suit be brought in the name of the administratrix of the decedent's estate for the benefit of the widow and the decedent's children. Thus, suit originally had been filed by the wrong party. This Court held that, when the widow tried to amend the caption, she had commenced a new action with a new party-plaintiff after the running of the statute of limitations. We deemed this impermissible:
Unless the amendment is allowed the right of action does not exist in the plaintiff. The answer to this question depends upon whether a new cause of action was introduced or new parties were permitted to intervene. It has been many times decided that a new cause of action cannot be introduced, or new parties brought in, or a new subject-matter presented, or a vital and material defect in the pleadings be corrected, after the statute of limitations has become a bar.
La Bar, 67 A. at 414 (citing cases). Thus, even where the embodiment of the plaintiff lay in the same woman, a material change in her capacity rendered her a new claimant bringing a new cause of action. Her suit was barred by the statute of limitations.
In light of this undisturbed precedent, I struggle to discern how we would not be obligated to reach the same conclusion with regard to the trustee in this matter were we to apply stare decisis, notwithstanding the outlying cases characterized briefly by the majority as existing “in tension” with the above-cited precedents and others. See Maj. Op. at 1247. If substituting the widow as administratrix in a “representative capacity” for the widow in her individual capacity (in both incarnations for her own benefit as widow and ostensibly for the benefit of her children) was impermissible, then the substitution in this case of an entirely different albeit representative party on behalf of a debtor in bankruptcy necessarily would seem to entail the insertion of a new party, and consequently a new cause of action under the dictates of La Bar and numerous other cases. This brings us to the larger question: Is a departure warranted in this case? In my view—and implicitly in the majority's—justice is disserved by the strict application of the rule that the addition of a “new party,” so defined, triggers a “new cause of action” that is precluded by the limitations period when it has run before the attempted substitution. Over time and in this case, the rule has lacked the flexibility necessary to maximize the likelihood that the outcome of litigation will be resolved justly on the merits rather than expediently based upon rigid application of a formalistic rule. Many other jurisdictions have eschewed this formalism, in deference to equitable principles that we, too, generally honor. As noted by the majority, in some instances our precedents have led to results that fly in the face of the liberal allowance of amendment and substitution prescribed by Pa.R.C.P. 1033, our case law thereunder, and Pennsylvania precedents antedating that Rule. See, e.g., Maj. Op. at 1247 (acknowledging that “the Court's precedent has taken a hard line relative to proceedings errantly initiated against deceased persons”). Furthermore, while Rule 1033 does not expressly allow post-limitations period substitution, that Rule conspicuously does not preclude it. See id. at 1246. As well, our former precedents dealing with the broader question regarding when a substitution entails the addition of a “new party,” at least in this court, are quite old, have not recently been reaffirmed, and are arguably “unworkable,” at least in some cases, as the confusion and surfeit of legal theories characterizing the instant case's path through the courts aptly demonstrates. See Fridenberg; Citizens United, supra.
It is telling, perhaps, that we commonly refer to the collective assets of a debtor in bankruptcy as an “estate.”
See, e.g., Kille v. Ege, 82 Pa. 102, 110 (1876) (denying substitution after the limitations period of parties with title to the property in an ejection action for parties without title upon the basis that the amendment “depriv[ed] the opposite party of [a] valuable right” but without suggesting that new substantive claims were raised or the identification of any prejudice); Garman v. Glass, 197 Pa. 101, 46 A. 923, 925–26 (1900) (“Rights of action in different capacities, even though in the same individual, cannot be mixed and interchanged.”); cf. Mumma v. Phila. & Reading Ry. Co., 275 Pa. 277, 119 A. 287, 288 (1922) (citing La Bar for the proposition that a change in party from individual to representative cause of action “is a change in the cause of action, and will not be allowed after the statute of limitations has become a bar”); Holmes v. Penna. R.R. Co., 220 Pa. 189, 69 A. 597, 598 (1908) (same). But see Usner v. Duersmith, 346 Pa. 494, 31 A.2d 149, 150 (1943) (distinguishing La Bar on narrow grounds and allowing post-limitations substitution from individual to representative status).
I join the majority's reasoning based upon the sound policy concerns that it identifies. I share the majority's view that those jurisdictions employing more liberal rules than we have recognized in the past have found that their approach serves the interests of justice. See Maj. Op. at 1246–47 & n. 5. I do not perceive that our ruling reflects an unwise or unduly precipitous departure from prior precedent. Rather, it embraces a degree of jurisprudential housekeeping that is consistent with the letter and spirit of our procedural rules and statutes of limitations and that fits well with the criteria we have cited in the past as warranting departures from stare decisis.
I write separately in the hope of sparing the bench and bar from a futile search for harmony amongst our precedents. There is little to be found. This decision marks a departure. It is informed most by the desuetude and unfortunate formalism of a strict, circumstance-indifferent limitation upon the substitution of representative parties once the statute of limitations has run. Cessante ratione legis, cessat ipsa lex. The liberal, case-specific rubric that appears to reflect something approaching a consensus in other jurisdictions comports with our procedural rules' stated objective of ensuring the just resolution of cases upon their merits. See Pa.R.C.P. 126 (“The rules shall be liberally construed to secure the just, speedy and inexpensive determination of every action or proceeding to which they are applicable.”). Today's decision protects parties innocent of whatever misstep created the circumstance requiring substitution, such as the creditors in bankruptcy in the instant matter, from the unjust consequences of that error. The law of this Commonwealth is the better for it. “Wisdom too often never comes,” wrote Justice Felix Frankfurter, “and so one ought not to reject it merely because it comes late.” Henslee v. Union Planters Nat. Bank & Trust Co., 335 U.S. 595, 600, 69 S.Ct. 290, 93 L.Ed. 259 (U.S.1949) (Frankfurter, J., dissenting).
Where stops the reason, there stops the rule. See Duhaime's Law Dictionary, www.duhaime.org/LegalDictionary/C/CessanteRationeLegisCessat IpsaLex.aspx (last reviewed April 22, 2016) (“[T]he reason for a law ceasing, the law itself ceases.”); see also Commonwealth v. Ladd, 402 Pa. 164, 166 A.2d 501, 506 (1960) (“A rule becomes dry when its supporting reason evaporates: cessante ratione legis cessat lex. ”); Beardsley v. City of Hartford, 50 Conn. 529, 542 (1883) (“[N]o law can survive the reasons on which it is founded. It needs no statute to change it; it abrogates itself. If the reasons on which a law rests are overborne by opposing reasons, which in the progress of society gain a controlling force, the old law, though still good as an abstract principle, and good in its application to some circumstances, must cease to apply as a controlling principle to the new circumstances.”).
But see, e.g., Bibbs v. Cmty. Bank, 101 Ark. App. 462, 278 S.W.3d 564 (2008) (denying post-statute of limitations substitution of bankruptcy trustee because original suit brought in the name of the debtor in bankruptcy was void ab initio ).
To that end, Rule 126 further provides that “[t]he court at every stage of any such action or proceeding may disregard any error or defect of procedure which does not affect the substantial rights of the parties.”
Even courts applying F.R.C.P. 17 and its state analogs do not allow amendment in all cases, even when to do so would not change the claims raised or prejudice the adverse party. See Gardner v. State Farm Fire & Cas. Co., 544 F.3d 553, 563 (3d Cir.2008) (holding that substitution may not be warranted where, e.g., the omitted plaintiff was readily ascertainable before the end of the limitations period and no basis for the mistake is ventured and noting that Rule 17(a)(3) seeks to “prevent forfeiture of an action when determination of the right party to sue is difficult or when an understandable mistake has been made” but “is not a provision to be distorted by parties to circumvent the limitations period”). While such a circumstance may lurk in the instant matter, the issue has not been raised and, thus, has no place in our analysis. Nonetheless, I would leave the door open to the application of such a limitation in a future case as a hedge against vexatious conduct.
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