Nastasi & Associates, Inc. v. Bloomberg, L.P.

Background

Nastasi & Associates, Inc. sued Bloomberg, L.P. and other defendants, alleging violations of the Sherman Antitrust Act, the Racketeer Influenced and Corrupt Organizations Act, and various state laws. The defendants moved to dismiss the operative complaint for lack of standing. They relied on allegations in a parallel state-court lawsuit brought by Nastasi and the Franklin D. Nastasi Trust, which stated that, effective January 1, 2017, the Trust became the owner of all Nastasi’s assets, including rights to its account receivables.

Nastasi opposed dismissal but did not move to add or substitute the Trust as a plaintiff. Nastasi acknowledged that the Trust “may have” rights to its receivables but argued that the Trust should not be the real party in interest. Nastasi pointed to a 2010 Statement of Work with Bloomberg and a letter concerning work performed in 2015. It did not submit the agreement assigning its assets to the Trust or other evidence showing that the assignment excluded the claims in this case.

Standing and Assignment

Article III standing requires a plaintiff to show an injury in fact—a personal stake in the dispute—when the lawsuit begins. The court explained that a plaintiff generally lacks standing when it assigned ownership of the claims to another party before filing suit.

The court concluded that Nastasi’s own state-court allegations established that it assigned all its assets to the FDN Trust before filing this federal case. The court read the phrase “all of Nastasi’s assets” as broad enough to include causes of action, and it concluded that the claims at issue were assignable. The reference to account receivables did not limit the assignment because the state-court allegation described receivables as assets included within the broader category of all assets.

The court rejected Nastasi’s argument that it remained the proper plaintiff because it had participated in the events underlying the claims. Standing had to exist when the lawsuit was filed, and the court concluded that the prior assignment left Nastasi without an interest in the litigation. The court also stated that jurisdictional discovery was unnecessary because Nastasi possessed the assignment agreement and had an opportunity to provide it.

The court noted that some courts analyze this type of defect under Rule 17, which concerns the real party in interest, rather than Article III standing. It stated that dismissal would still be required under that approach because Nastasi had not provided a reasonable basis for failing to add or substitute the FDN Trust, despite having had time to do so.

Disposition

Judge Jesse M. Furman granted the defendants’ motion to dismiss for lack of standing. The court dismissed the operative complaint in its entirety without prejudice, directed the Clerk of Court to terminate the identified docket entry, and closed the case. Because the court found that it lacked subject-matter jurisdiction, it did not reach the merits of Nastasi’s antitrust, racketeering, or state-law claims.