Opinion
C. A PC-2024-01631
11-20-2024
SUSAN SOARES and BRIAN SOARES Plaintiffs, v. AVON PRODUCTS INC. et al., Defendants.
For Plaintiff: Brian P. Kenney, Esq. For Defendant: Stephen T. Armato, Esq.; Andrew R. McConville, Esq.; Christopher C. Storm, Esq.; James R. Oswald, Esq.; Jacqueline A. Crockwell, Esq.; Kelly Kincaid, Esq.; Peter Mathieu, Esq.; Matthew C. Oleyer, Esq.; Adam A. Larson, Esq.; Stephanie M. Batchelder, Esq.; Paul E. Dwyer, Esq.; Karlene E. Manley, Esq.; Lisa O. White, Esq.; Emyr T. Remy, Esq.; Michael F. McVinney, Esq.; Nancy Kelly, Esq.; Monica R. Nelson, Esq.; Nicole L. Andrescavage, Esq.; Kimberly A. Caplik, Esq.
For Plaintiff: Brian P. Kenney, Esq.
For Defendant: Stephen T. Armato, Esq.; Andrew R. McConville, Esq.; Christopher C. Storm, Esq.; James R. Oswald, Esq.; Jacqueline A. Crockwell, Esq.; Kelly Kincaid, Esq.; Peter Mathieu, Esq.; Matthew C. Oleyer, Esq.; Adam A. Larson, Esq.; Stephanie M. Batchelder, Esq.; Paul E. Dwyer, Esq.; Karlene E. Manley, Esq.; Lisa O. White, Esq.; Emyr T. Remy, Esq.; Michael F. McVinney, Esq.; Nancy Kelly, Esq.; Monica R. Nelson, Esq.; Nicole L. Andrescavage, Esq.; Kimberly A. Caplik, Esq.
DECISION
GIBNEY, P.J.
Before this Court for decision are Defendants LLT Management LLC ("LLT") and Johnson and Johnson Holdco (NA) Inc.'s ("Old Holdco") motions to substitute them for Pecos River Talc LLC ("Pecos River") and Johnson and Johnson Holdco (NA) Inc. ("New Holdco"), respectively. The basis for this motion is because of corporate restructuring efforts at Johnson and Johnson ("J&J"). Jurisdiction is pursuant to G.L. 1956 § 8-2-14.
Old Holdco and New Holdco, confusingly, share the same name.
I Facts and Travel
Plaintiffs allege that two J&J subsidiaries-LLT and Old Holdco-are liable for Susan Soares' mesothelioma. See generally Compl. J&J and its named subsidiaries argue that because Pecos River and New Holdco have taken on the talc liabilities of LLT and Old Holdco, due to corporate restructuring, Pecos River and New Holdco are the proper parties to this action. See generally Mot. for Substitution of LLT Management LLC for Pecos River Talc LLC ("Pecos River Mot."); see also Am. Mot. for Substitution of Johnson & Johnson Holdco (NA) Inc ("New Holdco Mot.").
II Standard of Review
Neither LLT nor Old Holdco state which rule of the Superior Court Rules of Civil Procedure they move for substitution under. See Pecos River Mot.; see also New Holdco Mot. However, according to Rule 25(c) of the Superior Court Rules of Civil Procedure: "In case of any transfer of interest, the action may be continued by or against the original party, unless the court upon motion directs the person to whom the interest is transferred to be substituted in the action or joined with the original party."
"When a Rhode Island rule of Civil Procedure is substantially similar to its federal counterpart, Rhode Island courts will look to decisions regarding the federal rule for guidance. Greensleeves, Inc. v. Smiley, 942 A.2d 284, 290 (R.I. 2007). 'A 'transfer of interest' in a corporate context occurs when one corporation becomes the successor to another by merger or other acquisition of the interest the original corporate party had in the lawsuit.' Luxliner P.L. Export, Co. v. RDI/Luxliner, Inc., 13 F.3d 69, 71 (3d Cir 1993). 'Because joinder or substitution under Rule 25(c) does not ordinarily alter the substantive rights of parties but is merely a procedural device designed to facilitate the conduct of a case, a Rule 25(c) decision is generally within the district court's discretion.' Id. at 71-72." Great Point, Inc. v. NE Fibers, LLC, No. KC-2019-0705, 2024 WL 4646426, at *2 (R.I. Super. Oct. 25, 2024).
III
Analysis
LLT and Old Holdco argue that Pecos River and New Holdco are the proper entities to be sued in this action because the latter companies have assumed all liability of talc litigation for the former. See Pecos River Mot. 2; see also New Holdco Mot. 2. Plaintiffs aver that LLT and Old Holdco should be held liable for their claims, that the corporate restructuring was performed in bad faith to stifle the talc litigation J&J currently faces, and that they are entitled to decide who the proper entities to sue are. See generally Pls.' Obj to Pecos River Mot.; see also Pls.' Obj. to New Holdco Mot. This Court agrees with Plaintiffs' contention that they are the master of their complaint. "The purpose of Rule 25(c) is to ensure that the conduct of litigation, or a judgment in favor of a plaintiff, are not defeated by a transfer away from the original defendant." Accu-Temps Solutions, Inc. v. Accustaff, Inc., No. 98-364-CIV-FTM-24 D, 1999 WL 1078712, at *1 (M.D. Fla. Aug. 25, 1999) (citing 7C Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure § 1958 (2d ed. 1987)). "The purpose is not to allow a defendant to extricate itself from litigation by insisting that another party is more properly sued." Id.
IV Conclusion
For the foregoing reasons, LLT and Old Holdco's motions are DENIED. Counsel shall submit the appropriate order for entry.