United States District Court, D. Minnesota
DELTA INDUSTRIAL SERVICES, INC., d/b/a Delta ModTech, Plaintiff,
KOLLMORGEN CORPORATION, Defendant. KOLLMORGEN CORPORATION, Third-Party Plaintiff,
KAMAN AUTOMATION, INC., Third-Party Defendant.
D. Feriancek, TRIAL GROUP NORTH, PLLP, for third-party
T. Rhoad and Jason C. Lynch, NICHOLS LIU LLP, for third-party
Patrick J. Schiltz United States District Judge.
Delta Industrial Services, Inc. (“Delta”) brought
this action against defendants Kollmorgen Corporation
(“Kollmorgen”) and Kaman Automation, Inc.
(“Kaman”), alleging that defendants failed to
deliver actuators in accordance with their contractual
obligations. Delta later voluntarily dismissed its claims
against Kaman. ECF No. 27. Kollmorgen then filed a
third-party complaint against Kaman, alleging breach of
contract and negligence and seeking contribution or indemnity
“for any sums adjudged against it in favor of”
Delta. ECF No. 42 at 3 (prayer for relief).
matter is before the Court on Kaman's motion to compel
arbitration or, alternatively, to dismiss Kollmorgen's
third-party complaint. For the reasons that follow, the Court
grants the motion in part and dismisses Kollmorgen's
third-party complaint for failure to state a claim.
2017, Kollmorgen and Kaman entered into a “North
America Distribution Agreement” under which Kollmorgen
appointed Kaman as an authorized distributor of Kollmorgen
products. Ames Decl. Ex. 1 (“Agreement”). The
Agreement includes a clause requiring the parties to
arbitrate “[a]ny dispute, controversy or claim arising
out of or relating to this Agreement . . . .” Agreement
§ 8.2. The Agreement also includes a clause requiring
Kaman to indemnify Kollmorgen against any liability that
Kollmorgen may incur as a result of Kaman's wrongful acts
or omissions. Agreement § 8.7.
does not dispute that, when Kaman sold the allegedly
defective actuators to Delta, Kaman was acting in its
capacity as an authorized Kollmorgen distributor in
accordance with the Agreement. In other words, there is no
dispute that the Agreement governed the parties'
underlying conduct in this case. And as the Agreement is the
obvious source of any indemnification rights Kollmorgen may
have against Kaman, it is equally obvious that any claim
based on those rights would be subject to the Agreement's
though, Kollmorgen's third-party complaint does not even
mention the indemnification clause in the Agreement. In other
words, Kollmorgen does not argue that, if Kollmorgen is held
liable to Delta, Kaman will then be obligated to indemnify
Kollmorgen under the Agreement. Instead, Kollmorgen argues
only that Kaman-and not Kollmorgen-is liable to Delta. As
Kaman points out-and as this Court and other courts have
explained on countless occasions-this is not a proper
third-party claim under Fed.R.Civ.P. 14(a):
A defendant may not use Rule 14 to implead a third-party
defendant who may have liability to the plaintiff instead of
the defendant or in addition to the defendant. Rather, a
defendant may use Rule 14 to implead a third-party defendant
only if that third party will be liable to the defendant if
the defendant is found liable to the plaintiff. Moreover, the
liability of the third-party defendant to the defendant must
be contingent on the defendant being held liable to the
plaintiff . . . .
United States v. Bailey, 516 F.Supp.2d 998, 1020 (D.
Minn. 2007), affʹd, 571 F.3d 791 (8th Cir. 2009); see
also Owen Equip. & Erection Co. v.
Kroger, 437 U.S. 365, 368 n.3 (1978) (“Under Rule
14(a), a third-party defendant may not be impleaded merely
because he may be liable to the plaintiff.”).
Kollmorgen's third-party complaint is not only
procedurally improper, but, as a substantive matter, it fails
to state a claim under state law for contribution or
indemnity. See Carr v. Home Ins. Co., 463
S.E.2d 457, 458 (Va. 1995) (“Equitable indemnification
arises when a party without personal fault, is nevertheless
legally liable for damages caused by the negligence of
another.”); Brown v. Hargraves, 96 S.E.2d 788,
791 (Va. 1957) (defining “contribution” as
“an equity which arises when one of several parties
liable on a common debt discharges the obligation for the
benefit of all”).
Kollmorgen's complaint can be read to assert that Kaman
will be liable to indemnify it for any liability that it may
have to Delta, Kollmorgen fails to identify any basis for
such derivative liability on Kaman's part. Again,
Kollmorgen has indemnification rights under the Agreement,
but Kollmorgen does not rely on those rights-presumably
because such a claim would have to be
arbitrated. By attempting to plead around its
obligation to arbitrate, however, Kollmorgen has left itself
without any legal basis for any claim that Kaman is obligated
to indemnify it.
Kollmorgen's third-party complaint plainly fails to state
a claim upon which relief can be granted, the Court grants
Kaman's motion to dismiss.
on the foregoing, and on all of the files, records, and