United States District Court, S.D. Alabama, Southern Division
K. DUBOSE, CHIEF UNITED STATES DISTRICT JUDGE.
matter is before the Court on Plaintiff's amended
complaint (Doc. 58), Defendant Richway Transportation
Services, Inc.'s motion to strike and motion to stay, or
in the alternative to extend the time within which to respond
to Plaintiff's amended complaint (Doc. 62),
Plaintiff's response (Doc. 65), and Defendant
Richway's reply (Doc. 66).
November 12, 2018, Plaintiff Glovis Alabama, LLC (Glovis)
initiated this action against Richway Transportation
Services, Inc. (Richway) in the Circuit Court of Mobile
County, Alabama (Glovis Alabama, LLC v. Richway Transp.
Servs., Inc., 02-CV-2018-902866). (Doc. 1-1). Based on
Richway's alleged indebtedness related to a contract
regarding certain leased equipment, Glovis alleges breach of
lease, replevin and unjust enrichment, and seeks an order for
the release of property and for monetary damages ($370, 506),
pre and post judgment interest, attorney's fees, and
December 14, 2018, Richway removed this case to this Court on
the basis of federal diversity subject matter jurisdiction.
(Doc. 1). On December 21, 2018, Richway answered and
counterclaimed against Glovis for "suit on sworn account
pursuant to Ala. Code §
12-21-111," breach of contract, promissory estoppel, and
fraud. (Doc. 2). Richway seeks $474, 524.65 in actual and
liquidated damages, pre/post judgment interest,
attorney's fees, and costs. (Id.) Richway denies
that it is in default and/or that it owes any payments to
Glovis, "because such amounts were deducted" from
Glovis' "outstanding payables owed to Richway."
Also on this date, Richway filed its disclosure statement
asserting that it is Texas corporation with its principal
place of business in Houston, Texas. (Doc. 3 at 1; Doc. 37 at
2 at ¶2).
December 27, 2018, the Court ordered Richway to supplement
its removal with citizenship information for Glovis, due to a
deficiency in the allegations for a limited liability company
(LLC), i.e., an LLC's citizenship is determined
by the LLC members' citizenship not where the LLC was
formed or the LLC's principal place of business.
(Doc. 6). On January 2, 2019, Glovis filed its disclosure
statement asserting that it is an Alabama LLC with its
principal place of business in Montgomery, Alabama, listing
its parent company as the only reportable entity -- Glovis
America, Inc., a California corporation. (Doc. 7). On January
3, 2019, Richway supplemented its removal, specifying that
the LLC's only member, Glovis America, Inc., is a
California corporation with its principal
place of business is Irvine, California.
(Doc. 10 at 2 at ¶4).
April 12, 2019, Glovis moved for a Rule 65 preliminary
injunction and Rule 64 writ of seizure against Richway, which
was set for an April 18, 2019 hearing. (Doc. 28; Doc. 29). At
the parties' request, the hearing and relevant deadlines
were re-set to June 2019. (Doc. 30; Doc. 32).
April 30, 2019, Richway moved to amend its
answer/counterclaim as it discovered that the equipment at
issue is not owned by Glovis: "[r]eview of State of
Alabama Certificates of Title confirm the majority -- and
likely all -- of the Equipment is owned by Richardson Alabama
Equipment Leasing, Inc….which is not a party to the
Lease Agreement…Alabama Department of Revenue license
and registration receipts similarly identify RAEL as the
owner…." (Doc. 33 at 3). Richway also added a
counterclaim for quantum meruit. While given the
opportunity to respond to Richway's motion (Doc. 34),
Glovis did not do so. On May 24, 2019, Richway's motion
was granted, and on May 28, 2019, Richway filed its amended
answer/counterclaims. (Doc. 37).
24, 2019, Richardson Alabama Equipment Leasing, Inc. (RAEL)
filed a Rule 24(a)(2) motion to intervene. (Doc. 35). RAEL
asserted that it, not Glovis, is the true owner of the
equipment, and sought intervention to protect its rights.
Specifically, per RAEL:
….Plaintiff…neither owns nor maintains any
possessory interest in the Equipment…. The Equipment
was acquired by Intervenor directly from Transcraft
Corporation in June and July of 2016, and thereafter
registered and titled in Intervenor's name. [ ] The
Equipment has remained under Intervenor's ownership and
control since it was acquired. [ ]
…Plaintiff does not maintain any legal ownership,
possessory, or security interest in any of the Equipment at
issue. Intervenor has not transferred, granted, or otherwise
conferred any ownership, possessory, or security interest in
the Equipment to Plaintiff. [ ] Intervenor and Plaintiff have
not entered into any agreements
with respect to the Equipment. [ ] Plaintiff….has
never even been in possession of the Equipment…
…Plaintiff contends that is it has contractual and
legal rights to immediate possession of the
Equipment…despite a complete and utter absence of
same. Plaintiff contends it may repossess, sell, or release
the Equipment, despite not having any legal ownership or
possessory interest in any of the Equipment in
issue….Plaintiff may not “repossess”
property that it never possessed to begin with, and cannot
“sell” what it does not own.
….Intervenor…maintains the only legal ownership
and possessory interest in the Equipment…not
Plaintiff. Intervenor claims that right pursuant to State of
Alabama Certificates of Title and Alabama Department of
Revenue license and registration receipts…..
(Doc. 35 at 3-4 (footnotes omitted, emphasis in original)).
31, 2019, Glovis opposed, contending that Richway is acting
"surreptitious[ly]" and in bad faith with RAEL, to
take Glovis' equipment without payment, when RAEL is not
a necessary party. (Doc. 40). Glovis argues that the motion
is untimely, RAEL is not necessary as it is not a party to
the Glovis-Richway equipment lease agreement, "it could
not logically be the owner" of the equipment per