In Ripple Analytics Inc. v. People Center, Inc., No. 24-490 (2d Cir. Aug. 26, 2025), the Second Circuit holds that a putative real party in interest did not sufficiently ratify an action to prevent its dismissal under Fed. R. Civ. P. 17(a)(3).
The general rule under the federal rules is that “[a]n action must be prosecuted in the name of the real party in interest.” Fed. R. Civ. P. 17(a)(1). Yet Rule 17(a)(3) specifies that a district court “may not dismiss an action for failure to prosecute in the name of the real party in interest until, after an objection, a reasonable time has been allowed for the real party in interest to ratify, join, or be substituted into the action. After ratification, joinder, or substitution, the action proceeds as if it had been originally commenced by the real party in interest.”
“Ripple Analytics Inc. sued People Center, Inc. for trademark infringement and unfair competition. But Ripple did not actually own the trademark at issue—its Chairman and CEO Noah Pusey did.” Pusey himself was not a party to the case. The district court afforded Pusey several opportunities over a year to substitute himself as plaintiff, but he took no action to do so . The judge finally dismissed the action under Rule 17.
The Second Circuit affirms. “Ripple is not the real party in interest because it unambiguously assigned all of its rights in any intellectual property, including trademarks, to Pusey . . . . Pusey is thus the real party in interest, and Ripple has no legal title to any claim asserted here.”
“Ripple argues that even if Pusey were the real party in interest, he satisfied Rule 17 by ratifying the pleadings and agreeing to become a plaintiff.” But the panel affirms the district court’s finding that Pusey did not ratify the action because he never unambiguously agreed to be bound by the result.
“The closest Ripple came to ratification was to submit a declaration by Pusey with its opposition to People Center’s motion for leave to amend its answer. The Pusey declaration stated:”
“I have been overseeing and participating in all legal proceedings in this matter from the beginning. I have read the complaint and am fully familiar with all of the allegations in the complaint. Any judgment obtained in this or any case pursuing the interests of Ripple will be for my sole benefit; therefore I have a very strong interest in the outcome of this case.”
. . .
“By this Declaration, I ratify all of Plaintiff’s allegations in this case and each cause of action alleged. As a real party in interest, I am prepared to step in immediately as Plaintiff.“
“But that is not a ratification under Rule 17. The sine qua non of ratification is agreeing to be bound by the result . . . . Pusey said various things, but he never agreed to be bound by the result of Ripple’s lawsuit. To say that one has a ‘very strong interest’ in the outcome of a case or that any judgment in a case would be for one’s ‘sole benefit’ is not the same as agreeing to be bound by the result of that case.”
“The record is thus clear that Pusey failed to ratify the suit, so the district court properly dismissed it under Rule 17.”
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