Janney Montgomery Scott, Inc. v. Shepard Niles, Inc.

11 F.3d 399 (3rd Cir. 1993)

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Nature of the Case

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Facts

Janney (P) and Underwood executed an agreement wherein P agreed to serve as an advisor to Underwood and its subsidiaries including Shepard Niles (D) in order to obtain private financing to refinance D's debt. A month later Underwood signed a similar agreement with Unibank. Within 6 months, Unibank closed the deal for financing. P did not introduce either of these companies to Underwood. P alleges that it provided substantial advice and support and it was entitled to a contingent fee which it seeks to recover from D in this present action and also from Underwood in a related action. P also filed a suit for tortious interference of contract against Unibank. In the Unibank action, P filed a motion to amend to add D as a defendant. D filed a 12(b)(6) motion to stay the Unibank action while P's case against D was pending in common pleas. The district court denied that motion. After discovery in the Unibank action D filed a 12(c) motion for judgment on the pleadings for failure to join Underwood as an indispensable party. If Underwood had been joined it would have destroyed diversity. The court granted D's motion. During this time, P filed a motion to consolidate its breach of contract action against D with its tort action against Unibank, but that was mooted by the dismissal of D in the Unibank action. P appealed the Unibank action's dismissal of D for nonjoinder.