1

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

JASON WILLIAMS AND GUNNAR )

AMOS, individually and on behalf )

of similarly situated individuals )

)

Plaintiffs, ) Case No. 20 CV 3335

)

v. )

) Judge John Robert Blakey

PLANET FITNESS, INC., et al. )

)

Defendants. )

MEMORANDUM OPINION AND ORDER

Plaintiffs Jason Williams and Gunnar Amos bring this putative class action 

against Defendants Planet Fitness, Inc., Pla-Fit Franchise, LLC, PF Logan Square, 

LLC, PLNTF Holdings, LLC, and Planet Fitness Franchising LLC, alleging that 

Defendants have violated various state laws by charging them membership fees for 

access to their fitness gyms even after the COVID-19 pandemic forced those gyms to 

shut down. Defendants have moved to compel arbitration and dismiss Williams’ 

claims for improper venue pursuant to Federal Rule of Civil Procedure 12(b)(3), [37], 

and have moved to dismiss Amos’ claims under Rule 12(b)(7) for failure to join an 

indispensability party, [39]. For the reasons explained below, this Court grants both 

motions. 

I. Background

Defendant Planet Fitness, Inc. operates nearly 2,000 fitness centers across the 

country, maintaining over 10 million members. [27] at ¶ 2. Planet Fitness offers 

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memberships on either a month-to-month basis—where customers pay a fixed fee 

every month along with an annual membership fee—or a pre-paid amount for a full 

year. Id. Plaintiffs also name as Defendants Pla-Fit Franchise, LLC; PF Logan 

Square LLC; PLNTF Holdings, LLC; and Planet Fitness Franchising LLC. Id. at ¶¶ 

11–15.1

On March 17, 2020, Defendants charged Plaintiffs and many of their other 

members a monthly membership fee for the billing period of March 17 through April 

17. Id. at ¶ 3. A day later, Planet Fitness announced the closure of all of its corporate 

stores through March 31 and urged its franchisees to close too. Id. at ¶ 4. On March 

30, 2020, Planet Fitness extended the closure of its facilities and indefinitely 

suspended operations of both franchise and corporate locations. Id. at ¶ 5. Instead 

of offering refunds, Defendants offered to credit members’ bills or to extend their 

existing memberships, if and when Defendants reopen. Id. at ¶ 25. 

Plaintiff Jason Williams has been a member of a Planet Fitness gym in the 

Logan Square neighborhood of Chicago since 2018. Id. at ¶ 34. Under his 

membership agreement, Williams paid $10 per month in membership fees, in 

addition to an annual membership fee of $39; these fees were automatically billed via 

the payment method he provided upon enrollment. Id. at ¶ 35; [27-1] at 2. On March 

17, Defendants billed Williams’ monthly membership fee, but announced the next day 

 1 The amended complaint does not explain how these Defendants relate to or are affiliated with each 

other. Defendants assert that: (1) PF Logan Square LLC is a franchisee and current owner of the 

Planet Fitness-branded club in the Logan Square neighborhood of Chicago, [44-1] at ¶¶ 5, 13; (2) PlaFit Franchise, LLC is PF Logan Square LLC’s franchisor, id. at ¶ 14; (3) PLNTF Holdings, LLC is a 

holding company that controls multiple Planet Fitness franchisees, including PF Logan Square LLC, 

id. at ¶ 4; and (4) Planet Fitness Franchising LLC is the franchisor of the Planet Fitness gym in Idaho 

to which Plaintiff Amos belonged, [44] at 27. 

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the cessation of operations and closure of facilities, barring him from entering the 

gym. [27] at ¶¶ 36–37. Defendants have not provided Williams with a pro-rated 

refund for unused services but have instead offered a future credit for the next billing 

cycle or an extension to his existing membership term. Id. at ¶ 38.

Williams’ membership agreement contains an arbitration provision stating:

J) Dispute Resolution: In the unlikely event that Planet Fitness and/or 

PF Corporate is unable to resolve a complaint you may have to your 

satisfaction (or is unable to resolve a dispute with you after attempting 

to do so informally), we each agree to resolve such disputes through 

binding arbitration or small claims court rather than a court of 

general jurisdiction. For simplicity and fairness, arbitration will be 

conducted on an individual basis in accordance with the American 

Arbitration Association’s rules for consumer arbitration. By signing

this agreement, you acknowledge and agree that you, Planet Fitness, 

and PF Corporate are each waiving the right to a trial by jury and 

the right to participate in a class action, either in court or in 

arbitration. Nothing in this clause limits Planet Fitness and/or PF 

Corporate from seeking preliminary injunctive relief from a court in 

aid of arbitration. This Dispute Resolution provision shall apply to 

this contract unless, within thirty (30) days of signing this contract, 

you notify Planet Fitness in writing that you reject this provision.

[27-1] at 3.

The other named Plaintiff, Gunnar Amos, has belonged to a Planet Fitness 

facility in Coeur d’Alene, Idaho since 2019. [27] at ¶ 42. Under his membership 

agreement, Amos is automatically billed a month-to-month membership fee of 

$10.60 and an annual membership fee of $41.34. Id. at ¶ 43. Unlike Williams’ 

membership agreement, Amos’ agreement does not contain an arbitration 

provision. See [27-2]. Amos entered into his membership agreement with CM3 

CDA Silver Lake, LLC dba Planet Fitness (Silver Lake), a non-party to this 

action. Id. at 7. According to a declaration submitted by Reid Lamport, Silver 

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Lake’s Executive Director of Operations, Silver Lake: owns and operates the gym 

to which Amos belongs; is a limited liability company formed under the laws of Idaho; 

maintains its principal place of business in Coeur d’Alene, Idaho; does not conduct 

any business in Illinois and has never registered to do business in Illinois; does not 

have any employees or maintain any real property in Illinois; and interacted with 

Amos solely in Idaho. [44-2] at ¶¶ 2–5, 11, 13–14, 18–23. 

Plaintiffs claim that Defendants’ conduct injured Plaintiffs, who claim to have 

lost the benefit of their bargain or suffered out-of-pocket losses due to their inability 

to access the fitness centers which they paid to access. [27] at ¶ 7. Plaintiffs bring a 

nine-count amended complaint against Defendants. Williams asserts claims on 

behalf of a putative Illinois sub-class for violations of the Illinois Consumer Fraud 

and Deceptive Business Practices Act (ICFA) (Counts I and II) and for violations of 

the Illinois Physical Fitness Services Act (IPFSA) (Count III); Amos sues on behalf of 

an Idaho sub-class for violations of the Idaho Consumer Protection Act (ICPA) (Count 

IV and V); and both Plaintiffs sue for breach of contract (Count VI); unjust enrichment 

(Count VII); conversion (Count VIII); and declaratory judgment (Count IX). Id. at ¶¶ 

59–127.

Defendants now move to compel arbitration and to dismiss under Rule 12(b)(3) 

for improper venue as to Williams. [37]. They also move under Rule 12(b)(7) to 

dismiss Amos’ claims for failure to join Silver Lake as an indispensable party. [39]. 

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II. Legal Standard

A. Rule 12(b)(3)

Rule 12(b)(3) permits a court to compel arbitration and to dismiss a case for 

improper venue based upon a valid arbitration agreement. Faulkenberg v. CB Tax

Franchise Sys., LP, 637 F.3d 801, 808 (7th Cir. 2011); Grasty v. Colo. Tech. Univ., 599 

F. App’x 596, 597 (7th Cir. 2015).

 In 1925, Congress enacted the Federal Arbitration Act (FAA) to counter 

generalized judicial hostility to arbitration as an alternative to litigation and to allow 

agreements to arbitrate to be enforced. AT&T Mobility LLC v. Concepcion, 563 U.S. 

333, 339 (2011). Under the FAA, a party may compel arbitration if it can 

demonstrate: (1) an enforceable written agreement to arbitrate; (2) a dispute within 

the scope of the arbitration agreement; and (3) a refusal to arbitrate. A.D. v. Credit

One Bank, N.A., 885 F.3d 1054, 1060 (7th Cir. 2018); Scheurer v. Fromm Family

Foods LLC, 863 F.3d 748, 752 (7th Cir. 2017). The party opposing arbitration bears 

the burden of proving the arbitration agreement unenforceable or proving that the 

claims are unsuitable for arbitration. Green Tree Fin. Corp.-Alabama v. Randolph, 

531 U.S. 79, 91–92 (2000). 

Courts look to state contract law to interpret an arbitration agreement. Gupta

v. Morgan Stanley Smith Barney, LLC, 934 F.3d 705, 711 (7th Cir. 2019). This Court 

may look beyond the pleadings in evaluating a motion under Rule 12(b)(3). Deb v.

SIRVA, Inc., 832 F.3d 800, 809–10 (7th Cir. 2016). 

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B. Rule 12(b)(7)

Federal Rule of Civil Procedure 12(b)(7) permits dismissal based upon a 

plaintiff’s “failure to join a party under Rule 19.” The purpose of Rule 19 “is to permit 

joinder of all materially interested parties to a single lawsuit so as to protect 

interested parties and avoid waste of judicial resources.” Askew v. Sheriff of Cook

Cty., 568 F.3d 632, 634 (7th Cir. 2009).

Courts analyze Rule 12(b)(7) motions in two steps, determining first whether 

the relevant party is one that should be joined, if feasible, under Rule 19(a). Id.; Davis

Cos. v. Emerald Casino, Inc., 268 F.3d 477, 481 (7th Cir. 2001) (citing Thomas v.

United States, 189 F.3d 662, 667 (7th Cir. 1999)). Second, if the party should be joined 

but cannot be, then the Court must determine whether the party is indispensable—

that is, whether the litigation can proceed in that party’s absence under Rule 19(b). 

Askew, 568 F.3d at 635; Davis, 268 F.3d at 481.

In ruling on a Rule 12(b)(7) motion, this Court must accept the complaint’s 

allegations as true, but it also may consider extrinsic evidence outside the 

pleadings. Davis Cos., 268 F.3d at 479–80 nn. 2, 4; see also Deb, 832 F.3d at 809.

III. Analysis

Defendants move to dismiss Williams’ claims for improper venue based upon 

an arbitration provision contained within his membership agreement [37] and to 

dismiss Amos’ claims based upon his alleged failure to join Silver Lake [39] as an 

indispensable party to this action. This Court considers each motion in order below.

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A. Rule 12(b)(3) Motion to Dismiss for Improper Venue

As explained above, courts compel arbitration where: (1) there exists an 

enforceable written arbitration agreement; (2) the dispute rests within the scope of 

the arbitration agreement; and (3) one party refuses to arbitrate. A.D., 885 F.3d at

1060. Here, Plaintiff disputes only the first element—enforceability, arguing that the 

arbitration provision contained within his membership agreement is both 

procedurally and substantively unconscionable. [48] at 38. 

1. Unconscionability

Under Illinois law, a contractual provision may be unconscionable on either 

procedural or substantive grounds. Jackson v. Payday Fin., LLC, 764 F.3d 765, 777 

(7th Cir. 2014). A finding of unconscionability renders a contractual provision 

invalid, and thus unenforceable, as a matter of law. Id. at 778.

Procedural unconscionability refers to “some impropriety during the process of 

forming the contract depriving a party of meaningful choice.” Phoenix Ins. Co. v.

Rosen, 949 N.E.2d 639, 647 (Ill. 2011) (quoting Kinkel v. Cingular Wireless LLC, 857 

N.E.2d 250, 264 (Ill. 2006)). Typically, this occurs where a contractual term “is so 

difficult to find, read, or understand that the plaintiff cannot fairly be said to have 

been aware he was agreeing to it, and also takes into account a lack of bargaining 

power.” Razor v. Hyundai Motor Am., 854 N.E.2d 607, 622 (Ill. 2006). In determining 

whether an agreement is procedurally unconscionable, this Court considers several 

factors, including whether each party had the opportunity to understand the terms, 

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whether a maze of fine print obscured important terms, and all of the circumstances 

surrounding the formation of the agreement. Phoenix Ins. Co., 949 N.E.2d at 647.

Williams argues that the arbitration provision is not sufficiently conspicuous

because Defendants “buried [it] in fine print at the bottom of the membership 

contract,” and nothing on the front page or beginning of the agreement alerted him 

to the fact that it contains an agreement to arbitrate elsewhere. [48] at 39. This 

argument is meritless. The arbitration provision is set forth in the same font size 

and color as the remaining provisions and clearly labeled with the heading “Dispute 

Resolution.” [27-1] at 3. Arbitration provisions need not be emphasized “with any 

special font of typeface to prevent it from being procedurally unconscionable.” Davis

v. Fenton, 26 F. Supp. 3d 727, 738 (N.D. Ill. 2014) (declining to find an arbitration 

provision procedurally unconscionable where it was set forth in the same font and 

size as the remainder of the agreement); see also Pain Treatment Centers of Illinois

v. SpectraLab Sci., Inc., No. 15-CV-01012, 2017 WL 4340125, at *4 (N.D. Ill. Sept. 30, 

2017) (finding an arbitration clause “clearly labeled along with the other general 

terms,” and thus not procedurally unconscionable); All Am. Roofing, Inc. v. Zurich

Am. Ins. Co., 934 N.E.2d 679, 692 (Ill. App. Ct. 2010) (rejecting a procedural 

unconscionability defense where the challenged arbitration clause was contained in 

a short document, an introductory subtitle preceded the arbitration clause, and the 

clause was written in full font). 

Moreover, no authority requires an agreement to preview an arbitration 

provision on its first page, particularly where, as here, the agreement is short—just 

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two pages long—and well organized, with clearly labeled introductory titles. These 

factors all weigh against a finding of procedural unconscionability. All Am. Roofing, 

934 N.E.2d at 692 (“Given the brevity of the documents, their readability, and the 

placement of the clauses, it was impossible for even a casual reader to miss the 

arbitration and choice-of-law language.”).

Alternatively, an agreement may be substantively unconscionable where 

contract terms are “so one-sided as to oppress or unfairly surprise an innocent party,” 

or where there exists “an overall imbalance in the obligations and rights imposed by 

the bargain” or a “significant cost-price disparity.” Jackson, 764 F.3d at 778 (quoting 

Kinkel, 857 N.E.2d at 267). Williams argues that the arbitration provision is 

substantively unconscionable because it states that in the “unlikely event that Planet 

Fitness and/or PF Corporate is unable to resolve a complaint you may have to your 

satisfaction (or is unable to resolve a dispute with you after attempting to do so 

informally), we each agree to resolve such disputes through binding arbitration,” 

yet the agreement provides no further information about that informal dispute 

resolution process. [48] at 39 (emphasis added). This argument fails, as no authority 

requires that an arbitration provision must explain, in detail, an informal dispute 

resolution process to avoid a finding of substantive unconscionability. 

Williams also contends that the arbitration provision is substantively 

unconscionable because it references rules of the American Arbitration Association 

(AAA) but does not explain what those rules are, where they can be found, or how 

arbitration differs from court proceedings. Id. Not so. An arbitration agreement 

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expressly incorporating valid, accessible arbitration rules allows plaintiffs to 

“ascertain the dispute resolution processes and rules to which they were agreeing,”

thus factoring against a finding of substantive unconscionability. G&G Closed

Circuit Events, LLC v. Castillo, No. 14-CV-02073, 2017 WL 1079241, at *9 (N.D. Ill. 

Mar. 22, 2017) (holding that an arbitration agreement incorporating JAMS rules was 

not substantively unconscionable because it apprised the plaintiff of the rules to 

which he was agreeing) (internal quotation omitted); Kemph v. Reddam, No. 13 CV 

6785, 2015 WL 1510797, at *5 (N.D. Ill. Mar. 27, 2015) (noting that “AAA and JAMS 

are experienced arbitral forums with robust and readily accessible dispute 

procedures”); see also, e.g., Limon v. ABM Indus. Groups, LLC, No. 3:18-CV-00701, 

2018 WL 3629369, at *6 (S.D. Cal. July 31, 2018) (“Although the AAA rules were not 

attached to the agreement, the agreement provides Plaintiff with information to 

access a copy of the rules through the ABM legal department, by phone, or through 

the internet, suggesting Defendant was not trying to hide the AAA rules from 

Plaintiff.”). Because AAA rules and procedures are easily accessible—for example, 

through a simple internet search—the membership agreement’s reference to the AAA 

rules precludes a finding of substantive unconscionability. 

2. Dispute Within the Scope of the Agreement

Having rejected Plaintiff’s unconscionability arguments, this Court must 

determine whether the parties’ dispute rests within the scope of the arbitration 

agreement. Taylor v. Samsung Elecs. Am., No. 16 C 50313, 2018 WL 3921145, at *7 

(N.D. Ill. Aug. 16, 2018), appeal dismissed sub nom. Taylor v. Samsung Elecs. Am.,

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Inc., No. 18-2964, 2018 WL 7575587 (7th Cir. Oct. 2, 2018). It does. The arbitration 

provision broadly requires both parties to submit to arbitration for any “dispute” that 

Defendants are “unable to resolve” to Williams’ satisfaction. [27-1] at 3. Williams 

does not argue otherwise, thus waiving any objection on this point. See Alioto v. Town

of Lisbon, 651 F.3d 715, 721 (7th Cir. 2011).

3. Dismissal or Stay

Finally, once a court finds a valid agreement to arbitrate that encompasses the 

scope of the relevant claims, it must compel arbitration and either stay the case 

pending arbitration or dismiss it. Faulkenberg, 637 F.3d at 808; Taylor, 2018 WL 

3921145, at *7.

 Defendants request dismissal, [37], and Williams has not argued that this 

Court should stay the case in lieu of dismissal in the event this Court determines he 

must arbitrate his claims, see generally [48]. Courts in this district favor dismissal 

where “the entire dispute clearly will be decided in arbitration and thus there is no 

reason to hold on to the case.” Wallace v. Grubhub Holdings Inc., No. 18 C 4538, 2019 

WL 1399986, at *6 (N.D. Ill. Mar. 28, 2019), aff’d, 970 F.3d 798 (7th Cir. 2020); see 

Hauptman v. Midland Credit Mgmt., Inc., No. 1:18-CV-976, 2019 WL 8436961, at *2 

(N.D. Ill. Jan. 31, 2019); Hudgins v. Total Quality Logistics, LLC, No. 16 C 7331, 2017 

WL 514191, at *3 (N.D. Ill. Feb. 8, 2017); Taylor, 2018 WL 3921145, at *7.

Given that Plaintiff has not demonstrated why a stay would be more 

appropriate, and because the arbitration clause encompasses all of Williams’ claims, 

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this Court compels arbitration and dismisses his claims without prejudice under Rule 

12(b)(3).

B. Rule 12(b)(7) Motion to Dismiss for Failure to Join 

This Court next considers Defendants’ motion to dismiss Amos’ claims under 

Rule 12(b)(7). [39]. As explained above, courts engage in a two-step inquiry under 

Rule 12(b)(7), asking: (1) whether a party is necessary under Rule 19(a), and if so, 

whether its joinder is feasible; and (2) if the party is necessary but cannot be joined, 

whether litigation can proceed in the party’s absence, or alternatively, whether it 

must be dismissed because of the party’s indispensability. U.S. ex rel. Hall v. Tribal

Dev. Corp., 100 F.3d 476, 478–79 (7th Cir. 1996).

1. Silver Lake Constitutes a Necessary Party That Cannot Be 

Properly Joined

At step one, Defendants argue that Silver Lake, the sole counter-party to Amos’ 

membership agreement, is a necessary party under Rule 19(a). [44] at 25. This Court 

agrees. Relevant here, Rule 19(a)(1)(B) provides that a party is necessary if it “claims 

an interest relating to the subject of the action and is so situated that disposing of the 

action in the person’s absence may . . . as a practical matter impair or impede the 

[party]’s ability to protect the interest.” 

Amos’ claims all center around Amos’ membership agreement in that he seeks 

damages for fees he claims Defendants unlawfully collected from him pursuant to 

that agreement. Amos alleges that Defendants violated the ICPA by engaging in 

deceptive conduct when they “unilaterally altered all of their members’ contracts 

through their policies implemented in response to COVID-19,” and by engaging in an 

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“unfair practice” by collecting those membership fees despite closing. [27] at ¶¶ 88,

95, 97. Amos’ claims for breach of contract, unjust enrichment, and conversion all 

similarly rest upon the allegation that Defendants unlawfully charged for fees while 

restricting the access granted under the membership agreement, id. at ¶¶ 101–17, 

and he requests an order declaring the membership agreement unenforceable, id. at 

¶ 125.

Where a plaintiff’s claims arise out of contractual obligations, all parties to the 

relevant contract necessarily claim an interest in the subject of the case and disposing 

of the case without those parties impairs their ability to protect their interests. Hall, 

100 F.3d at 479; see also Chaudry v. Musleh, No. 17 C 1813, 2018 WL 3361846, at *3 

(N.D. Ill. July 9, 2018) (finding a non-party necessary because it is a party to a 

contract from which the plaintiff’s allegations of fraud arose); CIGNA HealthCare of

St. Louis, Inc. v. Kaiser, 181 F. Supp. 2d 914, 920 (N.D. Ill.) (“The Seventh Circuit 

has concluded that a party to a contract is a necessary party under Rule 19(a).”), aff’d

as modified, 294 F.3d 849 (7th Cir. 2002), as amended (July 31, 2002). This is 

particularly true where, as here, the plaintiff seeks a determination that the relevant 

contract is void or voidable. See Hall, 100 F.3d at 479 (finding it “beyond dispute” 

that a non-party constitutes a necessary party where the plaintiff seeks a “judicial 

declaration as to the validity of a contract” to which it is a party); see also Delta Fin.

Corp. v. Paul D. Comanduras & Assocs., 973 F.2d 301, 305 (4th Cir. 1992) (“The cases 

are virtually unanimous in holding that in suits between parties to a contract seeking 

rescission of that contract, all parties to the contract, and others having a substantial 

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interest in it, are necessary parties.”). This Court thus finds Silver Lake a necessary

party under Rule 19(a).

Because Silver Lake is a necessary party, this Court must next consider 

whether joinder would be feasible in this case. If it is, this Court must order that 

Silver Lake be joined. Askew, 568 F.3d at 635 (citing Fed. R. Civ. P. 19(a)(2)). Here, 

however, joinder is not feasible because this Court cannot exercise personal 

jurisdiction over Silver Lake. See id. (noting that joinder is infeasible when the 

addition of the necessary party would destroy complete diversity or where the court 

lacks personal jurisdiction over the necessary party). The undisputed record shows 

that Silver Lake is a limited liability company formed under the laws of Idaho; it 

maintains its principal place of business in Coeur d’Alene, Idaho; it does not conduct 

any business in Illinois and has never registered to do business in Illinois; it does not 

have any employees or maintain any real property in Illinois; and its interactions 

with Amos occurred only in Idaho. [44-2] at ¶¶ 3–4, 11, 13–14, 18–23. Given its 

complete lack of presence in Illinois, this Court cannot exercise either general or 

specific personal jurisdiction against Silver Lake. See Daimler AG v. Bauman, 571 

U.S. 117, 122, 137 (2014) (holding that general jurisdiction exists only where a limited 

liability company is incorporated or headquartered or where its contacts are so 

“constant and pervasive” as to render it essentially “at home”); Lexington Ins. Co. v.

Hotai Ins. Co., Ltd., 938 F.3d 874, 878 (7th Cir. 2019) (instructing that a court can 

only exercise specific personal jurisdiction over a defendant who has made “deliberate 

contact” with Illinois itself). 

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2. Silver Lake Is an Indispensable Party

Having determined that Silver Lake constitutes a necessary party that cannot 

be joined, this Court moves to the final step of the Rule 12(b)(7) analysis, assessing

whether, “in equity and good conscience, the action should proceed among the existing 

parties.” Askew, 568 F.3d at 635 (quoting Fed. R. Civ. P. 19(b)). If not, this Court 

must dismiss the case due to Silver Lake’s indispensability. Hall, 100 F.3d at 479.

The “indispensability” analysis is as straightforward as the “necessary party” 

analysis: “a contracting party is the paradigm of an indispensable party.” Davis Cos., 

268 F.3d at 484 (quoting Hall, 100 F.3d at 479). Rule 19(b)’s factors confirm this 

conclusion. The Rule directs this Court to weigh the following factors in deciding

whether the case should proceed in the necessary party’s absence: (1) the extent to 

which a judgment rendered in the person’s absence might be prejudicial to the person 

or those already parties; (2) the extent to which relief can be tailored to lessen or 

avoid prejudice; (3) the adequacy of a judgment rendered in the person’s absence; and 

(4) whether the plaintiff will have an adequate remedy if the action is dismissed for 

nonjoinder. Fed. R. Civ. P. 19(b). All four factors weigh in favor of dismissal.

First, for obvious reasons, a judgment here regarding a contract to which Silver 

Lake is a party would undoubtedly prejudice Silver Lake. See Chaudry, 2018 WL 

3361846, at *5 (“An adverse decision finding no fraud underlying the contract or no 

breach of the contract to which the corporation is a party will obviously prejudice the 

corporation.”). Second, by the same token, due to the nature of Amos’ claims—which 

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center around Silver Lake’s rights and obligations under the membership 

agreement—this Court cannot fashion relief to alleviate that prejudice.

Third, this Court must consider the adequacy of a judgment rendered in Silver 

Lake’s absence. Adequacy in this context refers to the “public stake in settling 

disputes by wholes, whenever possible.” Republic of Philippines v. Pimentel, 553 U.S. 

851, 870 (2008) (quoting Provident Tradesmens Bank & Tr. Co. v. Patterson, 390 U.S. 

102, 111 (1968)). In this case, adjudicating Amos’ claims as to only the remaining 

Defendants would not be the end of the case: inevitably, Plaintiff would have to sue 

Silver Lake directly to ensure a binding judgment on the contract to which only Silver 

Lake and Amos are parties. E.g., Fiscus v. Combus Fin. AG, No. CIV.A. 03-

1328(JBS), 2007 WL 4164388, at *7 (D.N.J. Nov. 20, 2007) (finding that the third 

factor weighed in favor of dismissal where the case centered on a non-party’s 

performance under a contract, because the court “could not issue binding order as to 

the breach of contract claim in the absence of one of the contracting parties”). This 

factor thus also weighs in favor of dismissal.

Finally, as to the fourth factor, Defendants have asserted that Amos could 

pursue his claims in Idaho, [44] at 30, and Amos has not disputed this statement. 

Thus, all factors weigh heavily in favor of finding that this case cannot proceed with 

Silver Lake, thus rendering it an indispensable party requiring dismissing this case 

under Rule 19(b).

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IV. Conclusion

For the reasons explained above, this Court grants Defendants’ motion compel 

arbitration and to dismiss for improper venue under Rule 12(b)(3) [37], and grants 

Defendants’ motion to dismiss for failure to join an indispensable party under Rule 

12(b)(7) [39]. Defendants also moved to dismiss the amended complaint under Rule 

12(b)(6) [41], but because this Court did not need to consider—and indeed, did not 

consider—the merits of their Rule 12(b)(6) arguments, it denies that motion [41] as 

moot. Plaintiffs’ amended complaint [27] is dismissed without prejudice in its 

entirety. Civil case terminated. 

Dated: March 26, 2021

Entered:

____________________________

John Robert Blakey

United States District Judge

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