23-7560 

St. John v. Adesa, Inc.

UNITED STATES COURT OF APPEALS

FOR THE SECOND CIRCUIT

SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY 

ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF 

APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY 

ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL 

APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY 

CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY 

COUNSEL. 

At a stated term of the United States Court of Appeals for the Second Circuit, held 

at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New 

York, on the 13th day of June, two thousand twenty-four. 

PRESENT: 

RICHARD C. WESLEY,

MICHAEL H. PARK,

BETH ROBINSON,

Circuit Judges. 

_______________________________________ 

ANDERSON ST. JOHN, 

 Plaintiff-Appellant, 

 v. No. 23-7560-cv

ADESA, INC., 

Defendant-Appellee. 

_______________________________________ 
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FOR PLAINTIFF-APPELLANT: D. Maimon Kirschenbaum, Denise A. 

Schulman, Joseph & Kirschenbaum LLP, New 

York NY. 

FOR DEFENDANT-APPELLEE: Eli Zev Freedberg, Littler Mendelson, P.C., New 

York, NY. 

Appeal from a judgment of the United States District Court for the Eastern District 

of New York (Gary R. Brown, Judge).

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, 

AND DECREED that the judgment of the district court is VACATED, and this case is 

REMANDED for further proceedings.

A tow truck driver, Anderson St. John, filed this putative class action lawsuit 

against his former employer, ADESA, Inc. (the “Defendant”), alleging that the Defendant

violated New York Labor Law by failing to pay timely wages and by unlawfully 

deducting wages of its employees who worked as manual workers in New York state. 

St. John’s complaint defined the purported class as:

All persons who work or have worked as Manual Workers for 

Defendant in New York between the date six years before the 

commencement of this action and the date of final judgment 

in this matter (the “Class”).

Joint App’x at 8–9. St. John also identified a subsidiary company, ADESA NY, LLC, 

which he alleged formed “a single integrated enterprise” with the Defendant and 

managed the Defendant’s New York operations. Id. at 7.
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The Defendant moved to add ADESA NY as a necessary party pursuant to Federal 

Rule of Civil Procedure 19(a). In so doing, the Defendant disclosed that it had 

relinquished ownership of ADESA NY in May 2022—several months after St. John filed 

his complaint. Although St. John had not sought relief from ADESA NY, the district 

court granted the motion and joined the Defendant’s former subsidiary as a necessary 

party. It then dismissed the case after determining that joining ADESA NY as an instate defendant would require the court to decline to exercise jurisdiction under the Class 

Action Fairness Act. We assume the parties’ familiarity with the underlying facts, 

procedural history of the case, and issues on appeal. 

We conclude that the district court erred in joining ADESA NY as a necessary 

party under any of the three prongs of Rule 19(a). 

First, joinder would be necessary if ADESA NY’s absence would prevent the 

district court from according “complete relief among existing parties.” Fed. R. Civ. 

P. 19(a)(1)(A). It is well-established that co-employers do not become necessary parties

merely because they may share joint and several liability. See Samaha v. Presbyterian 

Hosp., 757 F.2d 529, 531 (2d Cir. 1985) (per curiam). The district court nevertheless 

reasoned that it needed to join ADESA NY because the complaint seeks relief on behalf 

of those who worked for the Defendant “until the date of final judgment in this matter,” 

and the Defendant could no longer provide relief beyond May 2022—midway through 

the matter—once it relinquished ownership of ADESA NY and (assumedly) stopped 
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employing New Yorkers. Joint App’x at 51. But even assuming that the Defendant no 

longer employed any class member after May 2022, that does not mean that the district 

court needed to join additional employers to accord the requested relief. The complaint 

seeks monetary relief, only retrospectively, only from the Defendant (not any subsidiary), 

and only for the period when the Defendant employed the purported class members—

i.e., the six-year period before May 2022. Cf. Mattera v. Clear Channel Commc’ns, Inc., 239 

F.R.D. 70, 76 (S.D.N.Y. 2006) (absentee owner-employer was a necessary party where 

complaint sought class-wide injunctive and declaratory relief from the owner of the 

workplace, even if ownership had changed). If the Defendant stopped employing New 

York class members, the window of possible relief as to the existing parties closed under 

the complaint’s own terms. The fact that class members would not obtain further relief 

from another employer, such as ADESA NY, is irrelevant. See Mastercard Int’l, Inc. v. 

Visa Int’l Serv. Ass’n, 471 F.3d 377, 385 (2d Cir. 2006) (“Rule 19(a)(1) is concerned only with 

those who are already parties.”). 

Second, joinder would be necessary if ADESA NY’s absence would “as a practical 

matter impair or impede” its “ability to protect the interest” it claims in this litigation. 

Fed. R. Civ. P. 19(a)(1)(B)(i). The district court reasoned that joinder was alternatively 

necessary on this basis because “ADESA NY maintains a clear interest in defending its 

compensation practices.” Joint App’x at 52. Even so, ADESA NY faces no impairment 

to that interest if this case proceeds in its absence. Any “prejudice to absent parties 
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approaches the vanishing point” in the Rule 19(a) context “when the remaining parties 

are represented by the same counsel, and when the absent and remaining parties’ 

interests are aligned in all respects.” American Trucking Ass’n v. New York State Thruway 

Auth., 795 F.3d 351, 360 (2d Cir. 2015) (quoting Marvel Characters, Inc. v. Kirby, 726 F.3d 

119, 134 (2d Cir. 2013)). ADESA NY and the Defendant are represented by the same 

counsel, and their interests as co-employers are aligned because they seek to defend the 

same pay practices. Indeed, if their interests were not aligned, then their shared counsel 

would likely be conflicted out of dual representation. See id. Their counsel has

identified no such conflict.

Third and finally, joinder would be necessary if ADESA NY’s absence would 

“leave an existing party subject to a substantial risk of incurring double, multiple, or 

otherwise inconsistent obligations.” Fed. R. Civ. P. 19(a)(1)(B)(ii). The district court 

did not reach this prong, but we likewise conclude that the Defendant would confront no 

such substantial risk. Concern about “jury confusion,” “the possibility of inconsistent 

verdicts,” or “rights of contribution” in any future litigation which might implicate the 

Defendant “amounts to nothing more than the fact that” its absentee subsidiary is alleged 

to have been a joint employer. Samaha, 757 F.3d at 531. In other words, that concern is 

no different from when “a plaintiff chooses to sue some, but not all, of those who might 

be found jointly and severally liable,” id., and is therefore unpersuasive grounds for 

joining the Defendant’s former subsidiary as a necessary defendant. 
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Given that joinder of ADESA NY was not necessary, the district court also erred 

in dismissing the case. The parties agree, as do we, that the district court had original 

jurisdiction under the Class Action Fairness Act. See 28 U.S.C. § 1332(d). Without 

joining ADESA NY as an in-state defendant, the exceptions with regard to the exercise of 

that jurisdiction—the so-called “Home State” and “Local Controversy” exceptions—were 

not properly triggered. See id. §§ 1332(d)(3), (4).

* * * 

We have considered the parties’ remaining arguments and find them to be without 

merit. For the foregoing reasons, the judgment of the district court is VACATED, and 

this case is REMANDED for further proceedings. 

FOR THE COURT: 

Catherine O’Hagan Wolfe, Clerk of Court