3F Partners Ltd. P'ship v. Medtronic Inc.

Complete Diversity Not Proved; Real Parties In Interest Are Firm's Former Shareholders

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3F Partners Limited Partnership, 3F Partners Limited Partnership II, Cardiac Concepts, Inc., and Domain Partners IV, L.P., the Representatives of the Former Stockholders of 3F Therapeutics, Inc., Petitionersv.Medtronic, Inc., Medtronic ATS Medical, Inc., and 3F Therapeutics, Inc., Respondents

MEMORANDUM OPINION AND ORDER In this case, representatives of the former stockholders of 3F Therapeutics, Inc. (“3F”), a medical device company, petition to vacate an arbitration award. (Docket No. 3 (“Pet’n”) 1-2). Petitioners are 3F Partners Limited Partnership (“3F Partners”); 3F Partners Limited Partnership II (“3F Partners II”); Cardiac Concepts, Inc., (“Cardiac Concepts”); and Domain Partners IV, L.P. (“Domain Partners”). (Id.) Respondents — here and in the arbitration — are 3F itself; Medtronic ATS Medical, Inc. (“ATS Medical”), which acquired 3F in January 2006; and Medtronic, Inc. (“Medtronic”), which bought ATS Medical in April 2010. (Id. at 2). In opposing the Petition, Respondents argued that this Court lacks subject-matter jurisdiction because the parties are not completely diverse. In response, Petitioners moved to amend their Petition to drop Domain Partners as a party. (Docket No. 25 (“Mot. to Amend Pet’n”)). Even without Domain Partners, however, Petitioners fail to prove there is complete diversity because the real parties in interest — whose citizenship is what matters for purposes of subject-matter jurisdiction — are the former stockholders of 3F whom Petitioners represent. Accordingly, and for the stated below, the Court DISMISSES the Petition for lack of subject-matter jurisdiction and DENIES the motion to amend the Petition as futile.BACKGROUND3F, a medical device company, is incorporated in Delaware and has its principal place of business in Minnesota. (Docket No. 18-1 (“Osteraas Decl.”)

3F Partners Ltd. P'ship v. Medtronic Inc.

Complete Diversity Not Proved; Real Parties In Interest Are Firm's Former Shareholders

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