GS Holistic, LLC v. AAR Management LLC et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
GALVESTON DIVISION
GS HOLISTIC, LLC,
Plaintiff.
V.
AAR MANAGEMENT LLC, et al.,
Defendants.
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CIVIL ACTION NO. 3:24-cv-00360
MEMORANDUM AND RECOMMENDATION
In the First Amended Third-Party Complaint, Third-Party Plaintiffs named
“For Seasons Trading, Inc.” as a Third-Party Defendant and alleged that For
Seasons operated under the assumed name “Four Seasons, LLC.” Dkt. 52 at 3. On
May 18, 2026, For Seasons filed an Original Answer and a Rule 12(b)(6) motion to
dismiss. See Dkt. 71. On June 18, 2026, Third-Party Plaintiffs sought leave to file a
Second Amended Third-Party Complaint. See Dkt. 77. The proposed Second
Amended Third-Party Complaint did not include For Seasons as a defendant. As
Third-Party Plaintiffs explained:
The First Amended Third-Party Complaint named “For Seasons
Trading, Inc. a/k/a Four Seasons, LLC” as a Third-Party Defendant.
Through subsequent investigation, Defendants have determined that
the correct entity is ZZLS, LLC d/b/a Four Seasons Trading, a Texas
limited liability company located at 5601 Bintliff Drive, Suite 560,
Houston, Texas 77036, which operates under the assumed name
“Four Seasons Trading” and sells smoking and vaping products of
the type at issue in this case.
The previously named entity, For Seasons Trading, Inc., is a
separate company that sells motorbike and scooter parts and has no
connection 	to 	the 	products 	at 	issue. 	The 	proposed amendment
corrects this misidentification.
Id. at 2–3.
I granted Third-Party Plaintiffs request for leave to file a Second Amended
Third-Party Complaint. See Dkt. 84. The Second Amended Third-Party Complaint
United States District Court
Southern District of Texas
ENTERED
July 13, 2026
Nathan Ochsner, Clerk
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does not list For Seasons as a defendant. See Dkt. 85. As a legal matter, the Second
Amended Third-Party Complaint supersedes the First Amended Third-Party
Complaint, and the First Amended Third-Party Complaint has no legal effect. See
Eason v. Holt, 73 F.3d 600, 603 (5th Cir. 1996). That means that For Seasons is no
longer a defendant in this case. Nonetheless, For Seasons has filed a motion to
dismiss it from this lawsuit. See Dkt. 87.
Because For Seasons filed an answer, Third-Party Plaintiffs were not
unilaterally permitted to dismiss their claims against For Seasons without a court
order. See Fed. R. Civ. P. 41(a)(2). But I entered such a court order when I allowed
Third-Party Plaintiffs permission to file a Second Amended Complaint that did not
include For Seasons as a defendant. See Dkt. 84. Out of an abundance of caution,
I write now to say that I construed Third-Party Plaintiffs’ request to file a Second
Amended Third-Party Complaint as a motion to dismiss For Seasons without
prejudice pursuant to Rule 41(a)(2). See Diugosh v. Indasia, Inc., No. CIV.A. SA-
13-ca-722, 2013 WL 6233894, at *2 (W.D. Tex. Dec. 2, 2013) (construing amended
pleading that drops defendant as motion for dismissal under Rule 41(a)(2)).
The primary purpose of Rule 41(a)(2) is to “prevent voluntary dismissals
which unfairly affect the other side, and to permit the imposition of curative
conditions.” Manshack v. Sw. Elec. Power Co., 915 F.2d 172, 174 (5th Cir. 1990)
(quotation omitted). There are no conditions I need to impose on the dismissal of
For Seasons. Almost immediately after For Seasons was named as a Third-Party
Defendant for the first time on April 6, 2026, see Dkt. 52, Third-Party Plaintiffs
recognized that they had sued the wrong entity, and sought to drop For Seasons
from the case. I have no reason to believe Third-Party Plaintiffs will sue For
Seasons again because Third-Party Plaintiffs recognize that they sued the wrong
entity. At this early stage of the proceedings, For Seasons is not prejudiced by an
unconditional dismissal.
For Seasons is no longer a party to this case. For that reason, I recommend
that For Seasons’s motion to dismiss (Dkt. 87) be denied as moot.
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The 	parties 	have 	14 	days 	from 	service 	of 	this 	Memorandum 	and
Recommendation to file written objections. See 28 U.S.C. § 636(b)(1)(C); Fed. R.
Civ. P. 72(b)(2). Failure to file timely objections will preclude appellate review of
factual findings and legal conclusions, except for plain error.
SIGNED this 	day of July 2026.
______________________________
ANDREW M. EDISON
UNITED STATES MAGISTRATE JUDGE
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