Lindahl v. Laralen Corp.

Nicholas Raich (defendant) purchased Laralen Corporation (defendant) from Lennart Lindahl (plaintiff). Laralen Corporation (defendant) owned Manatee Creek, a real estate development. As part of the sale, Lindahl and Raich signed a Letter of Understanding (the letter agreement) regarding shared responsibility for certain amenity development projects promised to the Manatee Creek homeowners prior to the sale. Shortly after Raich purchased Laralen, the Manatee Creek homeowners sued Raich, Laralen, and Bannock Shoals, Inc., among others, over Laralen’s failure to construct the promised amenities. Bannock Shoals ran Manatee Creek’s sales office and had misrepresented planned amenity projects to prospective buyers. Raich and Laralen (collectively, Laralen) filed a third-party complaint against Lindahl for breach of the letter agreement. Lindahl moved to dismiss, arguing that the third-party complaint was improper because it was not based on indemnification, contribution, or subrogation. The trial court dismissed the third-party complaint. Laralen then filed a cross-complaint again seeking breach-of-contract damages. Lindahl moved to dismiss, arguing that the court lacked subject-matter jurisdiction because Lindahl was not an original party to the homeowners’ action and his involvement was not necessary to resolve a crossclaim against an original party. The trial court agreed and dismissed the cross-complaint. Laralen then amended its answer to the homeowners’ complaint to include a two-count crossclaim against (1) Bannock Shoals for indemnification based on the misrepresentations Bannock Shoals’ sales agents made to prospective Manatee Creek homebuyers; and (2) Lindahl for breach of the letter agreement. Lindahl again moved to dismiss, arguing that Lindahl could not be added as an additional party on the crossclaim because Lindahl’s involvement was not necessary to resolve Laralen’s crossclaim against Bannock Shoals. The trial court denied Lindahl's motion. Lindahl appealed.