Opinion
03 Civ. 3042 (DAB).
August 24, 2006
MEMORANDUM ORDER
Now before this Court is a Motion to Dismiss brought by Defendants Marriott International, Inc. ("Marriott International"), Ruffin Companies ("Ruffin"), and Ruffin's Crystal Palace Hotel Corporation, Ltd. ("RCPHCL"), collectively referred to herein as "Defendants." Specifically, Marriott International moves this Court to dismiss for lack of personal jurisdiction under Rule 12(b) (2) of the Federal Rules of Civil Procedure, and for failure to state a claim upon which relief can be granted under Rule 12(b) (6). Ruffin and RCPHCL move this Court to dismiss for lack of personal jurisdiction under Rule 12(b) (2). Ruffin moves for dismissal for failure to state a claim under Rule 12(b) (6). RCPHCL moves for dismissal for improper service of process under Rule 12(b) (5). Finally, Plaintiffs move this Court for leave to amend their Complaint a second time so that they may add Marriott Worldwide Corporation ("Marriott Worldwide") as a Defendant.
Defendants refer to this Defendant as "Ruffin Holdings, Inc. s/h/a [sued herein as] Ruffin Companies". Plaintiffs, however, refer to this party using a variety of monikers, including "Ruffin Holdings, Inc.", "Ruffin Companies", "Ruffin", "Ruffins", and "Ruffin defendants". (See Pls.' Opp. Mem. of Law.) Plaintiffs do not specifically contest Defendants' referring to this party as "Ruffin Holdings, Inc. s/h/a Ruffin Companies". This Court therefore presumes that all of these labels refer to the second named defendant, no matter whether that party's actual name is Ruffin Companies or Ruffin Holdings, Inc.
For the reasons contained herein, Marriott International's Motion to Dismiss is DENIED, but the Motion to Dismiss as to Defendants Ruffin and RCPHCL is GRANTED. Additionally, Plaintiffs shall be granted leave to amend the Complaint to add Marriott Worldwide as a Defendant.
I. BACKGROUND
This case arises out of an alleged slip and fall incident which took place at Nassau Marriott Resort and Crystal Palace Casino ("Nassau Marriott Resort" or "hotel") in Nassau, Bahamas. According to the Amended Complaint, Plaintiff Glenna Toppel fell down a staircase when she moved to get a better view of a dinner menu posted outside a hotel restaurant. (Am. Compl. ¶ 16.) Plaintiffs allege that Defendants "breached their duty of reasonable care by negligently, carelessly, and recklessly creating a dangerous condition by placing the dinner menu for the restaurant by the staircase in a dimly lit area." (Id. ¶ 18.) Ms. Toppel seeks $1 million in damages for her injuries (id. ¶¶ 24, 25), while her husband, Mr. Toppel, seeks relief for loss of consortium (id. ¶¶ 27-30).
Plaintiffs have brought suit against three corporate Defendants allegedly involved in the operation of the Nassau Marriott Resort. Defendant Marriott International is a corporation organized and existing under the laws of the State of Delaware which maintains its principal place of business in the District of Columbia. (Id. ¶ 2.) Defendant Ruffin is a corporation organized and existing under the laws of the State of Kansas which maintains its principal place of business there. (Id. ¶ 3.) Defendant RCPHCL is a foreign corporation organized and existing under the laws of the Bahamas. (Id. ¶ 4.) RCPHCL is a wholly owned subsidiary of Defendant Ruffin and owns and operates the Nassau Marriott Resort. (Am. Compl. ¶ 12; Defs.' Mem. of Law at 1.) None of the Defendants have contested these particular allegations. Defendants further allege that Marriott Worldwide — who Plaintiffs have moved to add as a Defendant — is a corporation organized and existing under the laws of the State of Maryland. (Defs.' Mem. of Law at 1.)
Defendants contest Plaintiffs' allegations that they conduct substantial business in the State of New York. According to Defendants, Ruffin:
is not authorized to, nor does it, conduct any business in New York; it does not maintain any offices, does not have any employees, agents or representatives in New York; it does not own any property in New York, does not lease any property in New York, does not hold any assets of any kind in New York; it does not maintain any bank accounts in New York; it does not advertise in New York; it does not have a registered agent in New York and does not have any other contacts in New York.
(Shea Aff. ¶ 5.) Defendants make similar allegations about RCPHCL's absence from New York. (See Sands Aff. ¶ 18.)
Defendants make no allegations regarding the presence in New York of Marriott International (the named Marriott Defendant), but instead argue only that Marriott Worldwide (an unnamed party) is absent from the State. Specifically, Defendants allege that Marriott Worldwide's business "is limited to the franchising of the Marriott trade names for properties located outside of the continental United States." (Defs.' Mem. of Law at 1.) Plaintiffs rebut with evidence that either Marriott International or Marriott Worldwide or both own and operate other hotels in New York (Kushlefsky Aff. at Ex. F). They also offer evidence that Marriott International, the named Defendant, is licensed to do business in New York. (Id. at Ex. G.)
The parties agree that Marriott International wholly owns Marriott Worldwide. (Pls.' Opp. Mem. of Law at 1 n. 1; Defs.' Mem. of Law at 4.) But because Marriott Worldwide is the franchisor named in the Franchise Agreement with RCPHCL, Defendants argue that Plaintiffs have improperly brought suit against Marriott International. Defendants refer to Marriott International throughout their Motion papers as "Marriott Worldwide s/h/a [sued herein as] Marriott International, Inc.", and proceed to argue the Motion to Dismiss as if Marriott Worldwide were the defendant listed in the caption.
The Franchise Agreement refers to the Franchisee by its former name: Carnival's Crystal Palace Hotel Corporation Limited. (See Defs.' Mem. of Law at 1 n. 1.)
Plaintiffs disagree with Defendants' suggestion that Marriott Worldwide was the party intended for suit. Plaintiffs allege that Marriott International "owned, operated, managed, controlled, and/or maintained the Nassau Marriott Resort" (Am. Compl. ¶ 7), and that Marriott International is a beneficiary to the Franchise Agreement because it "controls its subsidiary Marriott Worldwide to such an extent that Marriott Worldwide is a `mere department' of Marriott International". (Pls.' Opp. Mem. of Law at 1 n. 1.)
Even so, Plaintiffs request leave to amend their Complaint so that they may add Marriott Worldwide as a Defendant.
II. DISCUSSION
A. Personal JurisdictionEach of the Defendants has moved to dismiss under Rule 12(b) (2) of the Federal Rules of Civil Procedure for lack of personal jurisdiction. On a motion to dismiss pursuant to Rule 12(b) (2), plaintiffs bear the burden of establishing the court's jurisdiction over the defendants. Bank Brussels Lambert v. Fiddler Gonzalez Rodriguez, 171 F.3d 779, 784 (2d Cir. 1999);City of New York v. CycoNet, 383 F. Supp. 2d 526, 540 (S.D.N.Y. 2005). However, if a forum's personal jurisdiction over a defendant is questioned before discovery has commenced, in order to defeat the motion, a plaintiff only has to establish, prima facie, that personal jurisdiction is proper based on information in the Complaint as well as supporting documentation. Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir. 1990). The court must assume all the factual allegations in the complaint are true, and resolve all doubts in plaintiff's favor "notwithstanding a controverting presentation by the moving party." A.I. Trade Fin., Inc. v. Petra Bank, 989 F.2d 76, 79-80 (2d Cir. 1993).
In general, federal courts must guarantee that personal jurisdiction is in accordance with both the long-arm statute of the state in which the federal court is located and with the Constitution. New York's long-arm statute provides:
As to a cause of action arising from any of the acts enumerated in this section, a court may exercise personal jurisdiction over any non-domiciliary, or his executor or administrator, who in person or through an agent:
1. transacts any business within the state or contracts anywhere to supply goods or services in the state; or
2. commits a tortious act within the state, except as to a cause of action for defamation of character arising from the act; or
3. commits a tortious act without the state causing injury to person or property within the state, except as to a cause of action for defamation of character arising from the act, if he
(i) regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in the state, or
(ii) expects or should reasonably expect the act to have consequences in the state and derives substantial revenue from interstate or international commerce; or
4. owns, uses or possesses any real property situated within the state.
N.Y.C.P.L.R. 302(a).
A federal court's exercise of personal jurisdiction over a defendant also must satisfy constitutional due process requirements. Under the Constitution, a state has personal jurisdiction over a defendant with whom that state has:
certain minimum contacts . . . such that the maintenance of the suit does not offend "traditional notions of fair play and substantial justice." In determining whether minimum contacts exist, the court considers the relationship among the defendant, the forum, and the litigation. To establish the minimum contacts necessary to satisfy "specific" jurisdiction, the plaintiff first must show that his claim arises out of or relates to defendant's contacts with the forum state. The plaintiff must also show that the defendant "purposefully availed" himself of the privilege of doing business in the forum state and that the defendant could foresee being "haled into court" there.Chew v. Dietrich, 143 F. 3d 24, 28 (2d Cir. 1988). See also City of New York v. CycoNet, 383 F. Supp. 2d 526, 541 (S.D.N.Y. 2005).
1. Marriott International
Defendants do not address whether this Court has personal jurisdiction over Marriott International. Instead, Defendants cite the Franchise Agreement between Marriott Worldwide and Defendant RCPHCL's predecessor to argue that Plaintiffs intended to name Marriott Worldwide, not Marriott International, as a Defendant. (Defs.' Mem. of Law at 1 n. 1.) Defendants then proceed by arguing that this Court may not exercise personal jurisdiction over Marriott Worldwide.
Plaintiffs, insisting that Marriott International was their intended Defendant, proffer evidence that Marriott International is licensed to do business in the State of New York (Kushlefsky Aff. Ex. F), as well as a list of hotels Marriott owns, operates, maintains, or franchises in New York (Id. Ex. G). Because Defendants offer no evidence to rebut this Court's exercise of personal jurisdiction over Marriott International, and because at this pre-discovery phase, Plaintiffs must make no more than a prima facie showing that Marriott International is subject to personal jurisdiction in this Court, Marriott International's Motion to Dismiss pursuant to Rule 12(b) (2) is hereby DENIED.
2. Ruffin
Plaintiffs offer no evidence that Ruffin is subject to personal jurisdiction in the State of New York. Plaintiffs state in their Complaint that "Ruffin conducts substantial business in the State of New York and within this District", but no more. (Am. Compl. ¶ 3.) Defendants controvert Plaintiffs' conclusory allegation with sworn written assertions by Ruffin's Vice President William J. Shea that Ruffin is not authorized to conduct any business in New York, nor does it maintain any offices, employees, agents, representatives, assets, or advertisements here. (Shea Aff. ¶ 5.) Shea affirms that Ruffin "does not have any other contacts with New York". (Id.)
Plaintiffs' conclusory allegation in the Complaint that Ruffin conducts substantial business in the State of New York, along with their failure to address Shea's Affidavit, does not sufficiently make out a prima facie case of personal jurisdiction. Accordingly, Plaintiffs' claims against Defendant Ruffin are DISMISSED WITHOUT PREJUDICE under Rule 12(b) (2) for lack of personal jurisdiction.
Defendant Ruffin has moved this Court to dismiss Plaintiffs' claims against it under Rule 12(b) (6), but because this Court has dismissed those claims for want of personal jurisdiction under Rule 12(b) (2), the Court need not reach the issue of whether Plaintiffs have stated claims against Ruffin upon which relief may be granted.
3. RCPHCL
As with Defendant Ruffin, Plaintiffs merely assert the conclusory allegation in their Complaint that "RCPHCL conducts substantial business in the State of New York and within this district." They fail to refute sworn statements by the General Manager of the Nassau Marriott Resort that:
RCPHCL is not authorized to, nor does it, conduct any business in New York; it does not maintain any offices, does not have any employees, agents, or representatives in New York; it does not own any property in New York, does not lease any property in New York, does not hold any assets of any kind in New York; it does not maintain any bank accounts in New York; it does not advertise in New York; it does not have a registered agent in New York and does not have any other contacts with New York.
(Sands Aff ¶ 18.) Accordingly, Plaintiffs have not made out a prima facie showing that this Court may exercise personal jurisdiction over Defendant RCPHCL. Plaintiffs claims against RCPHCL are DISMISSED WITHOUT PREJUDICE.
Defendant RCPHCL moved this Court to dismiss Plaintiffs' claims against it under Rule 12(b) (5), but because this Court has dismissed those claims under Rule 12(b) (2), the Court need not reach the issue of whether Plaintiffs properly served process on RCPHCL.
B. Failure to State a Claim
Marriott International also moves this Court under Rule 12(b) (6) of the Federal Rules of Civil Procedure to dismiss Plaintiffs' claims for failure to state a claim upon which relief may be granted. A complaint should not be dismissed under Rule 12(b) (6) unless it is entirely clear that the plaintiff is unable to prove any set of facts that would support the claim and thereby grant him relief. Conley v. Gibson, 355 U.S. 41, 45-46, 78 S. Ct. 99, 102 (1957). The complaint must be read "generously, accepting as true the factual allegations in the complaint and drawing all inferences in favor of the pleader." Bolt Elec., Inc. v. City of New York, 534 F.3d 465, 469 (2d Cir. 1995);Mills v. Polar Molecular Corp., 12 F.3d 1170, 1174 (2d Cir. 1993). A court should grant the motion to dismiss only "if, after viewing a plaintiff's allegations in this most favorable light, it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief."Walker v. City of New York, 974 F.2d 293, 298 (2d Cir. 1992) (quoting Ricciutti v. New York City Transit Auth., 941 F.2d 119 (2d Cir. 1991)). The Court "is not to weigh the evidence that might be presented at trial but merely to determine whether the complaint itself is legally sufficient." Goldman v. Belden, 754 F.2d 1059, 1067 (2d Cir. 1985). In ruling on a 12(b) (6) motion, a court may consider the complaint as well as any additional documents incorporated into or appended to the complaint. See Tarshis v. Riese Org., 211 F.3d 30, 39 (2d Cir. 2000).
Even though Marriott International is the Defendant named in the Complaint, Marriott Worldwide is the Franchisor named in the Franchise Agreement. Defendants contend that because Marriott International was not a party to the Franchise Agreement, it could not have exercised enough control and domination over the Nassau Marriott Resort to render it liable for Ms. Toppel's alleged injuries. (Defs.' Reply Mem. of Law at 3.) Plaintiffs assert that Marriott International exercises enough control over Marriott Worldwide and the actual hotel site to warrant Marriott International's being subjected to liability for Ms. Toppel's injuries.
"It is a general principle of corporate law deeply ingrained in our economic and legal systems that a parent corporation (socalled because of control through ownership of another corporation's stock) is not liable for the acts of its subsidiaries." United States v. Bestfoods, 524 U.S. 51, 61 (1998) (internal quotes omitted). "But there is an equally fundamental principle of corporate law, applicable to the parent-subsidiary relationship as well as generally, that the corporate veil may be pierced and the shareholder held liable for the corporation's conduct when, inter alia, the corporate form would otherwise be misused to accomplish certain wrongful purposes. . . ." Id. at 62. (citing Chicago, M. St. P.R. Co. v. Minneapolis Civic and Commerce Assn., 247 U.S. 490, 501 (1918) (principles of corporate separateness "have been plainly and repeatedly held not applicable where stock ownership has been resorted to, not for the purpose of participating in the affairs of a corporation in the normal and usual manner, but for the purpose . . . of controlling a subsidiary company so that it may be used as a mere agency or instrumentality of the owning company")). "[W]hile corporate ownership of a subsidiary and overlapping offices and directorates are not, without more, sufficient to impose liability on the parent for conduct of the subsidiary . . . the parent may nonetheless be liable for operations of the subsidiary in which the parent itself, wearing its parenting hat, participates." Greene v. Long Island R. Co., 280 F.3d 224, 235-36 (2d Cir. 2002).
According to the face of the Franchise Agreement, Marriott International wields significant influence over the operations of Marriott Worldwide. Marriott International participates in designing the system by which the hotel's staffers are trained (Fr. Agmt. at 17), sets standards for furnishing and renovating the hotel (id. at 26), requires the Franchisee's participation in promotional campaigns (id. at 31), is protected under an insurance policy for, among other things, comprehensive and commercial liability (id. at 37-38), and is to be indemnified by the franchisee for damages resulting from claims arising on the hotel premises (id. at 51). The Agreement further requires the Franchisee to make payments to Marriott Worldwide or to other Marriott Companies so designated by Marriott Worldwide, including Marriott International. (Id. at 12-13.) Marriott International's influence over the operations of a hotel with which Marriott Worldwide has formed a Franchise Agreement means that Marriott International may sufficiently control and dominate Marriott Worldwide. Plaintiffs may proceed beyond this initial pre-discovery phase of the litigation to determine whether the corporate veil between Marriott International and Marriott Worldwide should be pierced.
If Marriott International is subject to liability for the alleged misconduct of Marriott Worldwide, the corollary question is whether Marriott Worldwide could itself be held liable under the Franchise Agreement. Defendants argue that a franchisor as a matter of law cannot exercise sufficient control or domination over a franchisee to warrant the franchisor's being held liable for injuries incurred on the franchisee's premises. (Defs.' Mem. of Law at 6-8.) Under New York law, "[i]n deciding whether a franchisor may be held vicariously liable for acts of its franchisees, courts determine whether the franchisor controls the day-to-day operations of the franchisee, and more specifically whether the franchisor exercises a considerable degree of control over the instrumentality at issue in a given case." Wu v. Dunkin' Donuts, Inc., 105 F. Supp. 2d 83, 87 (E.D.N.Y. 2000) (citing Schoenwandt v. Jamfro Corp., 689 N.Y.S.2d 461, 461 (1st Dept. 1999)). A franchise agreement's labeling one of the two parties as a "franchisee" is "not dispositive" proof that a particular franchisee-franchisor relationship is devoid of control and domination. Hart v. Marriott International, Inc., 758 N.Y.S.2d 435, 438 (3d Dept 2003).
Marriott Worldwide's relationship with franchisee RCPHCL is analogous to the relationship considered in Hilton v. Holiday Inns, Inc., 1990 WL 113133 (S.D.N.Y. 1990). In that case, the Court denied a hotel franchisor's summary judgment motion because the franchise agreement set minimum performance standards for the franchisee's facilities. Id. at *3. Specifically, the franchise agreement in that case read:
All aspects of a Holiday Inn (hotel, motel, restaurant, lounge, or any associated facility, or service) including but not limited to personnel, building, ground, furnishings, fixtures, decor, equipment, signs, vehicles, utensils, linens, supplies, foodstuffs, china, glass, silver, printed matter and any other element thereof as affects the guest directly or indirectly must be maintained at all times in accordance with the high standards of quality and appearance associated with Holiday Inns.Id. The Hilton court concluded that whether this provision subjected the franchisor to liability for injuries on the hotel's property should be determined by the trier of fact. Id. See also Wu, 105 F. Supp. 2d 83, 89 (E.D.N.Y. 2000) ("In deciding whether the franchisor's actions give rise to a legal duty, courts typically draw distinctions between recommendations andrequirements.") (emphasis in original).
The Franchise Agreement between Marriott Worldwide and RCPHCL similarly requires the franchisee to abide by certain standards for furnishings, renovations, and personnel training. (Fr. Agmt. at 17, 26.) Further, it appears that the franchisor had imposed a requirement specifically regarding the amount of lighting in and around the restaurant where Ms. Toppel's injury allegedly took place. (Id. at Exhibit C at 11.)
To rebut, Defendants contend that Hilton is an exception to the New York rule, but fail to cite any relevant decisions dismissing a case prior to discovery. The Wu court noted that a majority of New York courts granted summary judgment to franchisors who did not exercise control over the day-to-day operations of the franchisee. Wu, 105 F. Supp. 2d at 87. Each of the New York cases cited in Wu's survey dismissed plaintiffs' claims on a summary judgment motion, not, as here, on a motion to dismiss. Id. (citing Schoenwandt, 689 N.Y.S.2d at 462;Lewis v. McDonald's Corp., 664 N.Y.S.2d 477, 479 (2d Dept. 1997); Andreula v. Steinway Baragafood Corp., 668 N.Y.S.2d 891 (2d Dept. 1997); Dalzell v. McDonald's Corp., 632 N.Y.S.2d 635 (2d Dept. 1995); Perry v. Burger King Corp., 924 F. Supp. 548 (S.D.N.Y. 1996)).
In Wu, the court decided that because no reasonable fact finder could conclude that the franchisor required the franchisee to take particular security measures, the franchisor could not as a matter of law be held liable for an employee's injuries from rape and assault on the franchisee's premises. 105 F. Supp. 2d at 93. Plaintiffs have made out a sufficient claim to advance to discovery to determine whether the Franchisor's performance under the Franchise Agreement rose to such a level of control and domination over the hotel's day-to-day operations that would warrant its being held liable for Ms. Toppel's injuries.
Plaintiffs' theory of apparent authority also is a viable justification for their proceeding beyond this phase of the litigation. Under New York agency law, a principal may be bound by the actions of its agent when, by its actions, the principal creates in a third party the impression that its agent is authorized to act on its behalf. Citibank, N.A. v. Nyland, Ltd., 878 F.2d 620, 624 (2d Cir. 1989); Herbert Construction Co. v. Continental Insurance Co., 931 F.2d 989, 993-94 (2d Cir. 1991). The existence of apparent authority is a question of fact. Herbert Construction Co., 931 F.2d at 994; Matter of Arbitration Between Herlofson Management A/S and Ministry of Supply, Kingdom of Jordan, 765 F. Supp. 78, 88 (S.D.N.Y. 1991). If words or conduct of the principal, communicated to a third party, give rise to a reasonable belief on the part of the third party that the agent has authority to act in a particular transaction, apparent authority has been created. See E.F. Hutton Group, Inc. v. United States Postal Service, 723 F. Supp. 951, 959 (S.D.N.Y. 1989). "Such apparent authority may exist even if the principal did not actually subjectively intend to create an agency relationship, as long as the third party's reliance upon the principal's statement or conduct is reasonable."Standard Builders Supplies v. Gush, 614 N.Y.S.2d 632, 634 (3d Dept. 1994).
In Fogel v. Hertz International, Ltd., 529 N.Y.S.2d 484, 485 (1st Dept. 1988), a New York court denied summary judgment to Defendant Hertz International where the nature and content of advertisements promulgated by Hertz International may have encouraged American consumers traveling in Europe to rent automobiles from Hertz Italia — a separate corporation permitted to use the "Hertz" trademark. 529 N.Y.S.2d at 485. The Fogel court concluded that where "the circumstances raise the possibility of a principal-agent relationship but no written authority of the agent has been proven, questions of agency and of its nature and scope are questions of fact to be submitted to the jury. . . ." Id.
Under Marriott Worldwide's Franchise Agreement with RCPHCL, the Nassau Marriott Resort was required to participate in Marriott promotional campaigns. Plaintiffs also submit various documents — including a hotel receipt, hotel letterhead, and check-out and check-in cards — all of which display the "Marriott" trademark, thereby suggesting that the corporations' relationship with one another may estop Marriott Worldwide, and consequently Marriott International, from disclaiming responsibility for RCPHCL's negligence. Cf. Hertz, 529 N.Y.S.2d at 485 (finding that the nature and content of defendants' advertisements constituted a holding out to the public which would estop them from disclaiming responsibility for alleged agent's negligence); cf. also Sims v. Marriott International, Inc. d/b/a Nassau Marriott, 184 F. Supp. 2d 616 (W.D. Ky. 2001) (precluding summary judgment where a reasonable person could find that the hotel franchisor held itself out to customers in such a way that would not absolve them of liability under a theory of apparent authority).
Because the issue of whether the Franchisor maintained control over the hotel's day-to-day operations is to be considered on a motion to dismiss in a light most favorable to Plaintiffs, and because after discovery Plaintiffs may be able to prove that the corporate veil between Marriott International and Marriott Worldwide shall be pierced, Defendants' Motion to Dismiss Marriott International pursuant to Rule 12(b) (6) of the Federal Rules of Civil Procedure is hereby DENIED.
C. Leave to Amend
Plaintiffs also ask this Court for leave to amend their Complaint to add Marriott Worldwide as a Defendant. Specifically, they cite Defendants' "assertions that [Marriott Worldwide] was the franchising entity on behalf of Marriott International." (Pls.' Opp. Mem. of Law at 24.)
Under Rule 15(a) of the Federal Rules of Civil Procedure, leave to amend "shall be freely given when justice so requires." Fed.R.Civ.P. 15(a). A court may deny leave to amend on grounds of bad faith, undue prejudice to the opposing party, repeated failures to cure deficiencies in amendments previously allowed, or futility of amendment. Foman v. Davis, 371 U.S. 178, 182 (1962). Ultimately, however, the decision to grant leave to amend a complaint rests within the discretion of the district court.Id.
Because the Franchise Agreement indicates that Marriott Worldwide is an important Defendant to Plaintiffs' case, and because Defendants have not yet filed their Answer, Plaintiffs are hereby GRANTED LEAVE TO AMEND their Complaint to add Marriott Worldwide as a Defendant.
III. CONCLUSION
For the reasons stated above, Defendants Ruffin and RCPHCL are hereby DISMISSED WITHOUT PREJUDICE under Rule 12(b) (2) of the Federal Rules of Civil Procedure for want of personal jurisdiction. Defendant Marriott International's Motion to Dismiss under Rules 12(b) (2) and 12(b) (6) of the Federal Rules of Civil Procedure is DENIED.
Plaintiffs are GRANTED thirty (30) days from the date of this Order to amend their Complaint to add Marriott Worldwide as a Defendant. Defendants shall file a response to the Amended Complaint within twenty (20) days of Plaintiffs' filing an Amended Complaint.
SO ORDERED.