The opinion of the court was delivered by: Judge Mattice
Before the Court is Defendant Underwriters at Lloyds of London's objection to United States Magistrate Judge William B. Mitchell Carter's order granting Plaintiff's motion to amend her complaint.
Plaintiff Phyllis Woodall filed her complaint in the Circuit Court of Franklin County, Tennessee, on October 18, 2006, against Defendants Underwriters at Lloyds of London ("Lloyds"), Jeff Adrian, and Beach & Gentry Insurance Agency. [Court Doc. No. 1-2.] On November 16, 2006, Defendant Lloyds removed the action to this Court. [Court Doc. No. 1.]
On January 15, 2007, Plaintiff Woodall filed a motion to amend her complaint, seeking to substitute John Coutta in place of Woodall as the representative of Diversified Investment Trust (the "Trust"). [Court Doc. No. 6.] Defendant Lloyds opposed the amendment. [Court Doc. No. 11.] On March 1, 2007, Magistrate Judge Carter granted Plaintiff's motion to amend and ordered that Plaintiff be allowed to file the Amended and Supplemental Complaint, in which the plaintiff is "Diversified Investment Trust, by John Coutta, Trustee." [Court Doc. No. 17.]
On March 12, 2007, Defendant Lloyds filed an objection to Magistrate Judge Carter's order, arguing that the allowance of the amendment was error. [Court Doc. No. 20.]
With respect to nondispositive pretrial matters assigned to a magistrate judge for decision, a district court may reconsider the magistrate judge's decision on such matters and may overturn the decision only if it is "clearly erroneous or contrary to law." 28 U.S.C. § 636(b)(1)(A); Banner v. City of Flint, 99 F. App'x 29, 35 (6th Cir. 2004).
Defendant opposes the allowance of the proposed amendment on the grounds that Plaintiff's original complaint was filed in Woodall's individual capacity and that no claim was asserted by the Trust in that version of the complaint; as a result, an amendment to the complaint that adds the Trust, as represented by John Coutta, as a plaintiff and that relates back to the filing of the original complaint is improper because such amendment actually seeks to join a new party. In response, Plaintiff argues that she brought this action on behalf of the Trust in a representative capacity as its Manager and now merely seeks to replace her name with that of John Coutta, who is also authorized to bring suit on behalf of the Trust.
There seems to be no dispute among the parties that the Trust, as represented by its Manager or Trustee, is, in fact, the proper plaintiff with respect to the causes of action raised in this matter. Moreover, the insurance policy at issue, which was attached to the original complaint, indicates that the named insured is Diversified Investment Trust.
The question, then, is whether the substitution of "Diversified Investment Trust by John Coutta, Trustee" for "Phyllis Woodall, d/b/a Diversified Investment Trust" is, as Plaintiff argues, simply the substitution of one representative of the Trust for another representative of the Trust. To hold in favor of Plaintiff, the Court must conclude that the original complaint was filed by Phyllis Woodall in her representative capacity as Manager of the Trust. The caption and wording of the original complaint, however, prevent this conclusion.
All of Plaintiff's filings with regard to the proposed amendment have assumed that "Phyllis Woodall, d/b/a Diversified Investment Trust" somehow works to state a claim on behalf of the Trust by Woodall in her representative capacity as Manager of the Trust. This assumption, however, is incorrect, as was previously explained by this Court in a case also involving the significance of the d/b/a designation:
[S]everal district courts, as well as Tennessee state courts, have held that the use of the d/b/a designation within a caption is not legally significant. Courts faced with the issue have concluded that "d/b/a" means "doing business as" but is merely descriptive of the person or corporation who does business under some other name. Doing business under another name does not create an entity distinct from the person operating the business. The individual who does business as a sole proprietor under one or ...