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The threshold question before this Court is our subject matter jurisdiction in light of the absence of complete diversity among the parties. Although the court made various forays into the legitimacy of the business interests, it does not purport to analyze or apply the off-hand statement quoted by Wood. They include some of the largest displays in the United States. Finally, Wood challenges the District Court's failure to require Zambelli to post a bond in connection with the preliminary injunction, as required by Federal Rule of Civil Procedure 65(c). “After the Fourth of July, no one cares about us. In light of this rule, Pyrotecnico's presence defeats complete diversity in this case. In 2001, Zambelli hired Wood to work in its Florida office pursuant to the terms of an employment agreement containing a two-year non-compete provision. In response, Wood relies primarily on Hess for the principle that "[i]f the covenant is inserted into the agreement for some other purpose, as for example, eliminating or repressing competition or to keep the employee from competing so that the employer can gain an economic advantage, the covenant will not be enforced." Id. Butler v. Butler, 541 Pa. 364, 663 A.2d 148, 152 n. 9 (1995). 2218. We have appellate jurisdiction to review an interlocutory appeal from the entry of a preliminary injunction under 28 U.S.C § 1292(a)(1). We begin with the question of whether we have subject matter jurisdiction over this dispute. We disagree that waiver of Rule 65(c) is appropriate here. On the plaintiff side, Zambelli, as a corporation incorporated under the laws of Pennsylvania and with its principal place of business in New Castle, Pennsylvania, is a citizen of Pennsylvania. Having established that we lack subject matter jurisdiction, all parties agree that the suit cannot proceed with Pyrotecnico as a party. (Wood Br. Zambelli arrived in America from Italy. Wood gained hands-on experience and application of these skills by helping shoot aerial fireworks displays for Zambelli customers. First, they contend that the 2007 stock sale effected a change of the Zambelli corporate entity that prevents "new" Zambelli from enforcing the 2005 Agreement absent an express assignment.
Br.

1977). 2000). “Our task now is to find a leader to take our team to the next level.”. . Anchorage, LP, 437 F.3d 894, 899 (9th Cir. (Zambelli Supp. At the request of the plaintiff-appellee, we will exercise our authority under Federal Rule of Civil Procedure 21 to dismiss the dispensable nondiverse party, and thereby restore this Court's jurisdiction to reach the merits of the appeal. "My dad took the business to another level," said George Zambelli Jr. "He created a designer brand of fireworks, and choreographed the displays to musical scores or live music.". Zambelli immigrated to the United States and established "Zambelli Fireworks Manufacturing Company" in New Castle, incorporating it on August 3, 1960. Accordingly, we hold that Pyrotecnico is a dispensable party to this action and we will exercise our Rule 21 authority to dismiss Pyrotecnico on appeal, thus restoring complete diversity in this case. ", The District Court below premised jurisdiction on the diversity of the parties, based on Zambelli's pleading in its Verified Complaint that it was a corporate citizen of Pennsylvania, Wood was a citizen of Florida, and Pyrotecnico "is a Nevada limited liability company with its principal place of business [in Nevada]." Zambelli Fireworks illuminate sky behind Independence Hall. A significant portion of Wood's responsibilities required contact with Zambelli clients. Zambelli Fireworks Chairman George Zambelli, Jr., says his family-owned business has seen an 80 percent drop in business due to the pandemic, especially during the Fourth of … The key inquiry in establishing diversity is thus the "citizenship" of each party to the action.

(App.50.) Inc., 545 U.S. 546, 553, 125 S. Ct. 2611, 162 L. Ed. 2d 893 (1989) ("[R]equiring dismissal after years of litigation would impose unnecessary and wasteful burdens on the parties, judges, and other litigants waiting for judicial attention."). Br.

tomorrow under the guidance of his son, George R. Zambelli, Jr., M.D., as Chairman. . 2004); Handelsman v. Bedford Village Assocs. Zambelli argues that Pyrotecnico is a dispensable party under Federal Rule of Civil Procedure 19(b) and that this Court should exercise its authority under Federal Rule of Civil Procedure 21 to dismiss Pyrotecnico and proceed to hear the appeal on the merits as between Zambelli and Wood. Rule 65(c) constrains a district court's authority to enter a preliminary injunction, making it contingent upon the posting of a bond.

[2] Although the enforcement action was asserted against Wood, Zambelli filed a variety of other claims against Wood and Pyrotecnico, individually and jointly. Prior to Wood's employment with Zambelli, Wood obtained an associate's degree in technical theater from Vincennes University and a bachelor's degree in theater from Indiana State University. at 189, 110 S. Ct. 1015 ("[A]lthough possessing `some of the characteristics of a corporation' ... [an unincorporated entity] may not be deemed a `citizen' under the jurisdictional rule established for corporations[;] ... [t]hat rule must not be extended.

2004); GMAC Commercial Credit LLC v. Dillard Dep't Stores, Inc., 357 F.3d 827, 829 (8th Cir. Zambelli sought, inter alia, to enforce the terms of the restrictive covenant not to compete contained in the 2005 Agreement with Wood. See Swiger v. Allegheny Energy, Inc., 540 F.3d 179, 182 (3d Cir. . Full relief is therefore available from both parties, albeit in separate forums. We do not read Hess to require such a subjective and unworkable analysis.

All content of the Dow Jones branded indices © S&P Dow Jones Indices LLC 2018 § 1332(c). And a partnership, as an unincorporated entity, takes on the citizenship of each of its partners. In fact, the court in Victaulic held that "not allowing competitors to profit from an employee's specialized training and skills is a legitimate use of a covenant." Butler v. Butler, 541 Pa. 364, 663 A.2d 148, 152 n. 9 (1995). 43. rely on donations for our financial security. Wood argues that the District Court abused its discretion *426 in waiving the bond requirement. NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes. See, e.g., Baker v. AC S, Inc., 729 A.2d 1140 (Pa.Super. Our ability to dismiss a party thus turns on whether that party is dispensable to the litigation, a question over which the parties disagree. Please log in or sign up for a free trial to access this feature.

Id. celebrations in the United States It does not impose any obligation on the parties to seek a bond. Although we agree that Wood's prior conduct is not relevant to whether Wood would suffer irreparable injury from the injunction, the District Court provided a number of additional reasons that the balance of the equities favor enforcement of the 2005 Agreement including that, under the modified terms of the injunction, "Wood is able to maintain his employment at Pyrotecnico" subject to restrictions on what work he performs. Alternatively, we may exercise our authority under Rule 21 to dismiss the nondiverse party and proceed with the appeal. For the foregoing reasons, we will dismiss Pyrotecnico from this suit, affirm the District Court's holding that the restrictive covenant in the 2005 Agreement is enforceable under Pennsylvania law, vacate the preliminary injunction for failure to comply with the requirements of Rule 65(c), and remand to the District Court for proceedings consistent with this opinion. In January 2008, Taylor presented Wood with an "Employment Proposal" that outlined terms for a new employment agreement, requiring, among other things, that Wood assume substantial new job responsibilities.

contains alphabet). Stat. (App.920.). We disagree that waiver of Rule 65(c) is appropriate here. Defendant Pyrotecnico F/X, LLC ("Pyrotecnico") has been a direct competitor of Zambelli in the fireworks industry for many years. Wood's duties with Pyrotecnico primarily consist of editing music, serving as a technician or shooter on firework shows, assisting in the design of shows for existing Pyrotecnico customers, and training other employees in pyrotechnics. Third, they suggest the District Court was biased in its consideration by its allegedly improper observation that Wood had intentionally breached the 2005 Agreement. His responsibilities expanded over time as Zambelli provided Wood with valuable pyrotechnics training. Consistent with this conclusion, Pennsylvania courts have historically held that the transfer of a corporation's stock does not destroy the corporate entity because "a corporation is an entity irrespective of, and entirely distinct from, the persons who own its stock." 2d 701 (E.D.Pa.1998), observed that an employer's goodwill interests were implicated where the former employee had "wide-ranging contact with [the employer's] customers and potential customers over a significant period of time ... [and] had access to confidential information regarding [the employer's] customers, products, technical details, and marketing strategies." at 708. Id. Federal courts are courts of limited jurisdiction, and when there is a question as to our authority to hear a dispute, "it is incumbent upon the courts to resolve such doubts, one way or the other, before proceeding to a disposition on the merits."

The self-titled "first family of fireworks," based in New Castle, Pennsylvania, has been in business since the turn of the century, when Antonio Zambelli brought his pyrotechnic ability to the U.S. from Naples, Italy. Wood did not sign the proposal. Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously. * Enter a valid Journal (must Because we will dismiss Pyrotecnico as a nondiverse party and will vacate the injunction, this last issue is moot. 690, 44 L.Ed.

Accordingly, we believe the Pennsylvania Supreme Court would hold that the transfer of some or all of the stock of a corporation has no effect on its ability to enforce a non-compete agreement. Id. Weighing the Rule 19(b) factors, Pyrotecnico is not an indispensable party in this case. A traditional outdoor Zambelli Fireworks production is a complete sensory experience unlike anything else! “We thank him for his service and wish him luck in his future endeavors,” Ed Meyer, a managing partner at Zambelli, said in a statement. The company did not provide further details explaining Bametzrieder’s departure. All Rights Reserved.Terms Zambelli Fireworks Chairman George Zambelli, Jr., says his family-owned company has seen an 80-percent drop in business due to COVID-19, which has devastated its big Fourth of July weekend revenue. Although Wood had some prior experience with stage pyrotechnics and home fireworks, he had little experience in aerial fireworks displays on the scale of Zambelli's major shows.
If Wood's employment agreement with Zambelli was intended to be contingent upon Zambelli continuing as a family-owned and operated business, those terms should have been included as material conditions to the 2005 Agreement. Do Not Sell, By Jessica Dickler, CNNMoney.com staff writer, SoftBank and Toyota want driverless cars to change the world, Barnes & Noble stock soars 20% as it explores a sale, Why it's time for investors to go on the defense. name Zambelli speaks of a commitment to safety, quality, A natural person is deemed to be a citizen of the state where he is domiciled. Finally, Wood challenges the District Court's failure to require Zambelli to post a bond in connection with the preliminary injunction, as required by Federal Rule of Civil Procedure 65(c). Am. Loan Ass'n, 554 F.2d 1254, 1256 (3d Cir. Wood also had prior pyrotechnics experience in the areas of sales, agreements, design work, effects, and pyrodigital software. 272, 15 L.Ed.2d 217 (1965) (declining to extend the corporation exception to an unincorporated labor union); Great S. Fire Proof Hotel Co. v. Jones, 177 U.S. 449, 454, 20 S.Ct. Vitale and Wood eventually executed an employment agreement in which Pyrotecnico agreed to hire Wood.

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