Soares v. Avon Products, Inc. (2024)

Our plain-English summary of Soares v. Avon Products, Inc. (Rhode Island Superior Court, November 20, 2024).

Susan Soares and Brian Soares sued Avon Products and other defendants, including two Johnson & Johnson subsidiaries, LLT Management LLC and Johnson and Johnson Holdco (NA) Inc. (called Old Holdco). The plaintiffs allege the subsidiaries are liable for Susan Soares' mesothelioma. The opinion does not describe her exposure or work history. Because of a corporate restructuring, LLT and Old Holdco asked the court to substitute Pecos River Talc LLC and another company with the same name as Old Holdco (New Holdco). They said these companies had taken on the talc liabilities and were the proper parties. The plaintiffs objected, arguing the restructuring was done in bad faith to stifle talc litigation and that they decide whom to sue. The Rhode Island Superior Court looked to Rule 25(c), which governs substitution after a transfer of interest. It agreed that plaintiffs are the masters of their complaint. It said the rule's purpose is to keep litigation from being defeated by a transfer, not to let a defendant extricate itself by insisting another party is more properly sued. The court denied both motions.

We wrote this summary from the court's opinion with the help of AI. It is not the court's wording, and it is not legal advice. The full opinion is below.

The decision

• Court: Rhode Island Superior Court
• Decided: November 20, 2024
• Stage: Other
• State: Rhode Island

Outcome. The court denied the motions of LLT Management LLC and Johnson & Johnson Holdco (NA) Inc. (Old Holdco) to substitute Pecos River Talc LLC and New Holdco as defendants, siding with plaintiffs Susan and Brian Soares.

What the court held. Rule 25(c) substitution exists so that litigation is not defeated by a transfer away from the original defendant; it does not let a defendant extricate itself by insisting another party is more properly sued, and plaintiffs are masters of their complaint.

Issues decided: Trial Procedure and Discovery, Successor Liability.

The people and their exposure

• Susan Soares: mesothelioma

The defendants

• LLT Management LLC
• Johnson and Johnson Holdco (NA) Inc. (Old Holdco)
• Pecos River Talc LLC
• Johnson and Johnson Holdco (NA) Inc. (New Holdco)
• Avon Products Inc.

The court's opinion

The text below is Google Scholar's copy of the court's opinion, a public record. Numbers in brackets, such as [*921], mark where each page of the printed reporter begins.

SUSAN SOARES and BRIAN SOARES, Plaintiffs,

v.

AVON PRODUCTS INC. etal., Defendants.

C.A. No. PC-2024-01631.

FILED: November 20, 2024.

Superior Court of Rhode Island, PROVIDENCE, SC.

Brian P. Kenney, Esq., For Plaintiff.

Stephen T. Armato, Esq.; Andrew R. McConville, Esq.; Christopher C. Storm, Esq.; James R. Oswald, Esq.; Jacqueline A. Crockwell, Esq.; Kelly Kincaid, Esq.; Peter Mathieu, Esq.; Matthew C. Oleyer, Esq.; Adam A. Larson, Esq.; Stephanie M. Batchelder, Esq.; Paul E. Dwyer, Esq.; Karlene E. Manley, Esq.; Lisa O. White, Esq.; Emyr T. Remy, Esq.; Michael F. McVinney, Esq.; Nancy Kelly, Esq.; Monica R. Nelson, Esq.; Nicole L. Andrescavage, Esq.; Kimberly A. Caplik, Esq., For Defendant.

DECISION

GIBNEY, P.J.

Before this Court for decision are Defendants LLT Management LLC ("LLT") and Johnson and Johnson Holdco (NA) Inc.'s ("Old Holdco") motions to substitute them for Pecos River Talc LLC ("Pecos River") and Johnson and Johnson Holdco (NA) Inc.[1] ("New Holdco"), respectively. The basis for this motion is because of corporate restructuring efforts at Johnson and Johnson ("J&J"). Jurisdiction is pursuant to G.L. 1956 § 8-2-14.

I

Facts and Travel

Plaintiffs allege that two J&J subsidiaries—LLT and Old Holdco—are liable for Susan Soares' mesothelioma. See generally Compl. J&J and its named subsidiaries argue that because Pecos River and New Holdco have taken on the talc liabilities of LLT and Old Holdco, due to corporate restructuring, Pecos River and New Holdco are the proper parties to this action. See generally Mot. for Substitution of LLT Management LLC for Pecos River Talc LLC ("Pecos River Mot."); see also Am. Mot. for Substitution of Johnson & Johnson Holdco (NA) Inc ("New Holdco Mot.").

II

Standard of Review

Neither LLT nor Old Holdco state which rule of the Superior Court Rules of Civil Procedure they move for substitution under. See Pecos River Mot.; see also New Holdco Mot. However, according to Rule 25(c) of the Superior Court Rules of Civil Procedure: "In case of any transfer of interest, the action may be continued by or against the original party, unless the court upon motion directs the person to whom the interest is transferred to be substituted in the action or joined with the original party."

"When a Rhode Island rule of Civil Procedure is substantially similar to its federal counterpart, Rhode Island courts will look to decisions regarding the federal rule for guidance. Greensleeves, Inc. v. Smiley, 942 A.2d 284, 290 (R.I. 2007). `A `transfer of interest' in a corporate context occurs when one corporation becomes the successor to another by merger or other acquisition of the interest the original corporate party had in the

lawsuit.' Luxliner P.L. Export, Co. v. RDI/Luxliner, Inc., 13 F.3d 69, 71 (3d Cir 1993). `Because joinder or substitution under Rule 25(c) does not ordinarily alter the substantive rights of parties but is merely a procedural device designed to facilitate the conduct of a case, a Rule 25(c) decision is generally within the district court's discretion.' Id. at 71-72." Great Point, Inc. v. NE Fibers, LLC, No. KC-2019-0705, 2024 WL 4646426, at [*2] (R.I. Super. Oct. 25, 2024).

III

Analysis

LLT and Old Holdco argue that Pecos River and New Holdco are the proper entities to be sued in this action because the latter companies have assumed all liability of talc litigation for the former. See Pecos River Mot. 2; see also New Holdco Mot. 2. Plaintiffs aver that LLT and Old Holdco should be held liable for their claims, that the corporate restructuring was performed in bad faith to stifle the talc litigation J&J currently faces, and that they are entitled to decide who the proper entities to sue are. See generally Pls.' Obj to Pecos River Mot.; see also Pls.' Obj. to New Holdco Mot. This Court agrees with Plaintiffs' contention that they are the master of their complaint. "The purpose of Rule 25(c) is to ensure that the conduct of litigation, or a judgment in favor of a plaintiff, are not defeated by a transfer away from the original defendant." Accu-Temps Solutions, Inc. v. Accustaff, Inc., No. 98-364-CIV-FTM-24 D, 1999 WL 1078712, at [*1] (M.D. Fla. Aug. 25, 1999) (citing 7C Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure § 1958 (2d ed. 1987)). "The purpose is not to allow a defendant to extricate itself from litigation by insisting that another party is more properly sued." Id.

IV

Conclusion

For the foregoing reasons, LLT and Old Holdco's motions are DENIED. Counsel shall submit the appropriate order for entry. [1] Old Holdco and New Holdco, confusingly, share the same name.

Sources

• The opinion on Google Scholar
• Rhode Island asbestos laws
• Rhode Island asbestos exposure sites