T. ROWE PRICE GROUP, INC. et al v. NEEDLE et al

NITZA I. QUIÑONES ALEJANDRO, J. 	JANUARY 9, 2026
MEMORANDUM OPINION
INTRODUCTION1
Defendants, Michael R. Needle and William A. Needle, (collectively, the “Needle
Brothers”) are sons to Rhea Needle, who died in September 2018. At the time of her death,
Rhea Needle held two accounts associated with Plaintiffs T. Rowe Price Group, Inc., T. Rowe
Price Associates, Inc., and T. Rowe Price Investment Services, Inc. (collectively “Plaintiffs”
or “T. Rowe Price”); to wit: an individual retirement account (“IRA”) and a brokerage account.
Related to these account, in 2001, Rhea Needle executed a power of attorney authorizing her
son-in-law, Edward Dosik (“Dosik”), to open and manage these accounts on her behalf. Dosik
opened the IRA and brokerage account in 2002. Rhea Needle’s three children — the Needle
Brothers, and Susan Needle Dosik, Dosik’s wife, — were named the beneficiaries of the IRA
account in the event of Rhea Needle’s death.
1 	This Court relies on facts from a prior case that it dismissed concerning the same parties,
accounts, and claims. See Needle v. T. Rowe Price Grp. Inc., Civil Action No. 21-cv-4786, 2022 WL
3357450 (E.D. Pa. Aug. 15, 2022). 	Courts may take judicial notice of “court-filed documents.”
Sturgeon, v. Pharmerica Corp., 438 F. Supp. 3d 246, 257 (E.D. Pa. 2020).
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
T. ROWE PRICE GROUP, INC., et
al.,
:
:
CIVIL ACTION
Plaintiffs, 	:
: 	NO. 26-0015
v. 	:
:
MICHAEL R. NEEDLE, et al., 	:
:
Defendants. 	:
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In October 2021, the Needle Brothers brought a civil action in this Court (the “2021
Action”), while also pursuing several requests for arbitration before the Financial Industry
Regulattory Authority (“FINRA”), claiming, inter alia, that Dosik mismanaged the IRA
account and deprived the Needle Brothers of the gains the IRA could have yieled had the funds
therein been more prudently invested and not misappropriated. (See ECF 1 at pp. 70-91) (copy
of the Needle Brothers’ Fourth Revised Statement of Claim – FINRA-DR Arbitration #2022-
00367). 	In the 2021 Action, this Court enjoined the Needle Brothers from prosecuting a
FINRA arbitration action because they were beneficiaries and not “customers” to the accounts
at issue. See Needle v. T. Rowe Price Grp. Inc., Civil Action No. 21-4786, 2022 WL 900398,
at *3 (E.D. Pa. Mar. 28, 2022). The Court, upon further consideration, again found the Needle
Brothers, as beneficiaries, could not compel arbitration, and dismissed the Needle Brothers
civil action. 	See Needle, Civil Action No.. 21-4786, 2022 WL 3592206 (E.D. Pa. Aug. 19,
2022). The Needle Brothers appealed this Court’s dismissal of their claims and on May 26,
2023, the United States Court of Appeals for the Third Circuit (“Third Circuit”), without
issuing an opinion, summarily dismissed the appeal by Order. 	See Needle v. T. Rowe Price
Group Inc., No. 22-2748 (3d Cir. May 26, 2023).
Presently, before the Court is T. Rowe Price’s motion for a temporary restraining order
and preliminary injuction, (ECF 5), which seeks to enjoin the Needle Brothers from
prosecuting a FINRA arbitration against them based on the investment accounts associated
with Rhea Needle that were the subject of the 2021 Action. For the reasons set forth herein,
T. Rowe Price’s motion, (ECF 5), is granted, in part.
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BACKGROUND
As previously noted, this is not the first time the Needle Brothers have attempted to
force T. Rowe Price to arbitrate before FINRA over the management and disbursement of their
mother, Rhea Needle’s, investment accounts. To address this motion, a brief recitation of facts,
gleaned from the above cited case and the current filings is helpful:
On December 26, 2001, Rhea Needle executed a general power of attorney
(the “Power of Attorney”) authorizing her son-in-law, Dosik to open investment
accounts and to buy, sell, and trade securities on her behalf. Pursuant to the Power
of Attorney, Dosik opened two accounts with T. Rowe Price — an Individual
Retirement Account (the “IRA”) and a brokerage account (“Brokerage Account”)
— in Rhea Needle’s name. 	The Needle Brothers, along with their sister, Susan
Needle Dosik, were named as beneficiaries of the IRA in the event of Rhea
Needle’s death.
Dosik managed the two investment accounts during Rhea Needle’s life.
Upon Rhea Needle’s death on September 18, 2018, the ownership of a proportional
share of the securities held in the IRA transferred to each of the named
beneficiaries, including the Needle Brothers and their sister. The securities were
sold and the named beneficiaries received the sale proceeds in early March 2019.
On September 21, 2021, the Needle Brothers petitioned the Philadelphia
Orphans’ Court to appoint them as temporary fiduciaries of the Estate of Rhea
Needle in order to bring claims against Dosik and T. Rowe Price on behalf of Rhea
Needle’s Estate. By Decree dated October 20, 2021, the Orphans’ Court denied the
Needle Brothers’ petition to be appointed as temporary fiduciaries, citing a lack of
authority. 	The Needle Brothers appealed that decision to the Superior Court of
Pennsylvania. The Superior Court quashed their appeal on December 5, 2022. Est.
of Needle, 290 A.3d 655 (Pa. Super. Ct. 2022).
On October 30, 2021, the Needle Brothers commenced an initial action in
this court relating to the management of Rhea Needle’s accounts with T. Rowe
Price. 	Needle v. T. Rowe Price Grp. Inc., Civil Action No., 21-cv-4786. On
December 17, 2021, the Needle Brothers moved to stay the litigation pending
arbitration before FINRA, id., (ECF 11), which T. Rowe Price opposed, id., (ECF
21). On March 28, 2022, this Court issued a memorandum opinion and order, id.
(ECF 62, 63), and granted T. Rowe Price’s motion to enjoin the Needle Brothers
from forcing arbitration before FINRA as to Rhea Needles’ IRA and Brokerage
accounts, finding that, inter alia, the Needle Brothers were “beneficiaries” to Rhea
Needle’s accounts and not “customers” as defined in those accounts and, thus, no
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source of law or FINRA rule allowed the Needle Brothers to compel arbitration
before FINRA. See Needle, 2022 WL 900398, at *3.2
Relevant to the underlying action, on October 30, 2025, the Needle Brothers
filed a Fourth Revised Statement of Claim with FINRA, again seeking arbitration
before that body related to Rhea Needle’s accounts with T. Rowe Price, which were
the subject of the 2021 Action. (ECF 1 at ¶ 24) (see also ECF 1 at Ex. D, pp. 70-
91) (copy of Fourth Revised Statement of Claim). On January 1, 2025, T. Rowe
Price filed the underlying complaint against the Needle Brothers, as well as a
motion for a temporary restraining order (“TRO”) and for preliminary injuction
seeking declaratory and injunctive relief to enjoin the Needle Brothers from
prosecuting the FINRA arbitration. (ECF 1, 5).
LEGAL STANDARD
Federal Rule of Civil Procedure (“Rule”) 65 governs the issuance of injunctions and
restraining orders. Fed. R. Civ. P. 65. Injunctive relief is extraordinary in nature and available
only in limited circumstances. 	Mazurek v. Armstrong, 520 U.S. 968, 972 (1997) (“[A]
preliminary injunction is an extraordinary and drastic remedy, one that should not be granted
unless the movant, by a clear showing, carries the burden of persuasion.”) (citation modified).
The standard for obtaining a temporary restraining order is the same standard for obtaining a
preliminary injunction. Corporate Synergies Group, LLC v. Andrews, 775 F. App’x 54, 58 n.5
(3d Cir. 2019) (citing PennMont Sec. v. Frucher, 586 F.3d 242, 245 (3d Cir. 2009)) (“The
factors are the same for both temporary restraining orders and preliminary injunctions[.]”).
Thus, as to a temporary restraining order or preliminiary injunction, a court deciding a
request for injunctive relief must consider four factors: (1) whether the movant has shown a
probability of success on the merits; (2) whether the movant will be irreparably injured if relief
is denied; (3) whether granting preliminary relief will result in even greater harm to the
nonmoving party; and (4) whether granting the preliminary relief is in the public interest.
2 	The Court hereby incorporates by reference its analysis and reasoning in Needle, Civil Action
No. 21-4786, , 2022 WL 900398 and Needle, Civil Action No. 21-4786, 2022 WL 3592206.
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Crissman v. Dover Downs Ent. Inc., 239 F.3d 357, 364 (3d Cir. 2001). 	In Reilly v. City of
Harrisburg, the Third Circuit clarified the burden on a movant when seeking preliminary
injunctive relief and held that the movant must first demonstrate a significantly better than
negligible chance of prevailing on the merits and that “it is more likely than not” that the movant
will suffer irreparable harm in the absence of a preliminary injunction. 858 F.3d 173, 179 (3d
Cir. 2017).. 	If a movant meets these two threshold requirements, the district court then
“considers the remaining two factors and determines in its sound discretion if all four factors,
taken together, balance o in favor of granting the requested preliminary relief.” Id.
DISCUSSION
As noted, these parties and the issues presented in this action have been previously
addressed by this Court. Despite this Court’s previous rulings that the Needle Brothers cannot
compel T. Rowe Price to arbitrate before the FINRA over the alleged mismanagment of their
mother’s investment accounts with T. Rowe Price, it appears that the Needle Brothers have
chosen to disregard those rulings, forcing Plaintiff to file the instant complaint requesting: (1)
a declaratory judgment that the Needle Brothers lack standing to invoke FINRA arbitration
against T. Rowe Price over Rhea Needle’s accounts; (2) a declaratory judgment that the Needle
Brothers claims against T. Rowe Price are barred by res judicata; (3) a declaratory judgment
that the Needle Brothers’ claims against T. Rowe Price, even if otherwise valid, are time-barred;
and (4) a request for injunctive relief in the way of a preliminary injunction until the Court
renders a decision on Counts 1 and 4. (ECF 1); see also ECF 5 at p. 1).
In their motion for temporary restraining order and preliminary injunction, T. Rowe
Price seeks to enjoin the Needle Brothers from pursuing a FINRA arbitration against T. Rowe
Price until this Court rules on whether they have standing to do so. 	(ECF 5 at 1). 	For the
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reasons set forth, this Court finds T. Rowe Price has met the standard for injunctive relief and
grants its motion for a temporary restraining order.
Likelihood of Success on the Merits
T. Rowe Price argues that the Needle Brothers’ October 30, 2025 filing of the Fourth
Revised Statement of Claim to commence a FINRA arbitration against T. Rowe Price “is in
direct violation of this Court’s August 19, 2022 decision.” (ECF 5 at p. 13). Specifically, T.
Rowe Price argues that the August 19, 2022 decision held that the Needle Brothers “have no
right to invoke FINRA arbitration against T. Rowe Price based on alleged conduct relating to
Rhea Needle’s T. Rowe Price accounts,” and, by again attempting to force a FINRA arbitration
over those accounts, the Needle Brothers are “[i]gnoring this Court’s decision” by “reasserting
the same arguments in support of a supposed right to FINRA arbitration that this Court
expressly rejected . . . .” (ECF 5 at p. 13). 	This Court agrees.
Unequivocally, this Court has held that the Needle Brothers cannot force T. Rowe Price
into FINRA arbitration over the at issue accounts. Notably, this Court determined that under
FINRA Rule 12200, a party may enforce arbitration (1) if the claimant is a “customer,” (2) who
is bringing a claim pursuant to a pertitnent contract, as the signor, assignee, or third-party
beneficiaries of the contract, and (3) only where the dispute arises “in connection with the
business activities of the member.” Needle, 2022 WL 3592206, at *4. The Needle Brothers
cannot force an arbitration with T. Rowe Price pursuant to the plain language of FINRA’s rule:
Importantly, the third component of Rule 12200 requires arbitration only
where the dispute arises “in connection with the business activities of the member.”
Courts have interpreted this third requirement of Rule 12200 as only requiring
arbitration of disputes “arising from the account” of the customer. See, e.g.,
Citigroup Glob. Mkts. Inc. v. Abbar, 761 F.3d 268, 275 (2d Cir. 2014). Regardless
of whether [the Needle Brothers] would be considered customers for another
purpose, the dispute [the Needle Brothers] presently seek to arbitrate against T.
Rowe Price does not concern their own personal or beneficiary accounts. Rather,
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[the Needle Brothers] seek to compel the arbitration of disputes that allegedly arose
from the management of their mother’s IRA. As T. Rowe Price argues, allowing a
perceived customer to invoke Rule 12200 to arbitrate disputes arising from any
customer’s account would have “no apparent limiting principle.” (T. Rowe Price’s
Br., ECF 32, at p. 18). This Court agrees and, accordingly, finds that [the Needle
Brothers] cannot invoke Rule 12200 to compel T. Rowe Price to arbitrate [the
Needle Brothers’] specific claims.
Needle, 2022 WL 3592206, at *4. Similarly, this Court held that the Needle Brothers could not
compel arbitration based on an Arbitration Clause in Rhea Needle’s IRA New Account Form:
The Arbitration Clause provides, in relevant part, that the account holder—
Rhea Needle—“agrees to settle by arbitration any controversy between [herself]
and [T. Rowe] Price.” (New Account Form, ECF 32, at p. 67). 	It is undisputed
that [the Needle Brothers] are not the parties to the underlying contract between T.
Rowe Price and Rhea Needle that contains the Arbitration Clause.
Nonetheless, under certain circumstances, nonparties to an agreement to
arbitrate may bind a signatory party “when traditional principles of state law allow
a contract to be enforced by or against nonparties[.]” 	Kipp v. Weyerhauser Co.,
354 F. Supp. 3d 622, 626 (E.D. Pa. 2018) (citing Arthur Andersen LLP v. Carlisle,
556 U.S. 624, 631 (2009)) (other citations, quotation marks, and alterations
omitted). Such traditional principles may include, inter alia, third-party beneficiary
and assignment. 	[The Needle Brothers] contend that they are the “intended
beneficiaries” of T. Rowe Price’s agreement with Rhea Needle and, therefore, they
can bind T. Rowe Price to arbitrate their claims. 	In general, a party cannot be
required to submit to the arbitration of a dispute that the party has not agreed to
arbitrate. See Dougherty v. VFG, LLC, 118 F. Supp. 3d 699, 711 (E.D. Pa. 2015)
(citing A T & T Tech. v. Commc'n Workers of Am., 475 U.S. 643, 648 (1986)).
“[C]ourts have been willing to apply third party beneficiary law in examining the
contractual standing of a non-signatory party to a dispute, provided there is an
expression of the requisite intent between the third party and the plaintiff to arbitrate
their claims.” In re Prudential Ins. Co. of Am. Sales Prac. Litig. All Agent Actions,
133 F.3d 225, 229 (3d Cir. 1998) (citations omitted). 	Here, there is no such
expression of the requisite intent between [the Needle Brothers] and T. Rowe Price.
To the contrary, the Arbitration Clause [the Needle Brothers] rely on only provides
that Rhea Needle agreed to arbitrate “any controversy between [herself] and [T.
Rowe] Price.” 	(New Account Form, ECF 32, at p. 67) (emphasis added). The
Arbitration Clause provides no expression of intent to arbitrate that could extend to
claims between [the Needle Brothers] and T. Rowe Price. Absent any such
expression of intent to arbitrate, [the Needle Brothers’] reliance on the Arbitration
Clause is unfounded.
[The Needle Brothers] also argue that they can invoke the Arbitration
Clause as the assignees of Rhea Needle’s rights under her contract with T. Rowe
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Price. Specifically, [the Needle Brothers] contend that upon Rhea Needle’s death,
her rights under the New Account Form passed to her named beneficiaries of the
IRA—[the Needle Brothers] and their sister—pursuant to the Uniform Transfer on
Death Security Registration Act (“UTDSRA”), an Act adopted in Pennsylvania. 20
Pa. Cons. Stat. §§ 6401–13. [The Needle Brothers] are again mistaken.
In its relevant part, the UTDSRA provides: “On death of a sole owner or
the last to die of all multiple owners, ownership of securities registered in
beneficiary form passes to the beneficiary or beneficiaries who survive all owners.”
20 Pa. Cons. Stat. § 6407. It is clear from the plain language of the UTDSRA that
the statute concerns the transfer of the actual securities from an original owner to a
named beneficiary upon the owner’s death, not the transfer of rights under the
underlying contract. See id. § 6407 (“On death of a sole owner ..., ownership of
securities registered in beneficiary form passes to the beneficiary or beneficiaries
who survive all owners.”) (emphasis added). As such, under the UTDSRA, upon
Rhea Needle's death, [the Needle Brothers], as two of the named beneficiaries,
became the owners of their apportioned securities held in the IRA; they did not
become owners of, or the “assignees” to, any contractual rights and obligations
associated with the IRA.
Id. at *4-5. 	Thus, this Court again concludes that “[b]ecause [the Needle Brothers] cannot
invoke FINRA Rule 12200 or any written arbitration agreement to compel arbitration of their
dispute against T. Rowe Price, their claims are not arbitrable. 	Thus, [the Needle Brothers’]
claim against T. Rowe Price under the Federal Arbitration Act at Count I is dismissed.” Id. at
*5.
Accordingly, the Court finds that T. Rowe Price is likely to succeed on the merits of
their claim to declaratory relief that the Needle Brothers cannot compel T. Rowe Price to
participate in a FINRA arbitration related to the IRA.
Irreparable Harm
In this judicial circuit, irreparable harm is that which “cannot be redressed by a legal or
an equitable remedy following a trial.” Acierno v. New Castle Cnty., 40 F.3d 645, 653 (3d Cir.
1994). Economic loss does not constitute irreparable harm. Id. Moreover, injunctive relief is
limited to circumstances in which the injury alleged is not only irreparable, but actual and
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imminent. Holiday Inns of Am., Inc. v. B & B Corp., 409 F.2d 614, 618 (3d Cir. 1969) (noting
that injunctive relief may not be used to simply “eliminate a possibility of remote future injury,
or a future invasion of rights . . .”). Here, T. Rowe Price has met its burden to show that the
harm it would incur if forced to arbitrate before FINRA would be irreparable. (See ECF 5 at
pp. 14-15). As this Court previously held, “‘forcing a party to arbitrate a claim it did not agr5tee
to arbitrate constitutes per se irreparable harm.’” Needle, 2022 WL 900398, at *4 (quoting AT
& T Mobility LLC v. Smith, 2011 WL 5924460, at *9 (E.D. Pa. Oct. 7, 2011)); see also
PaineWebber Inc. v. Hartmann, 921 F.2d 507, 514–15 (3d Cir. 1990), overruled on other
grounds by Howsam v. Dean Witter Reynolds, 537 U.S. 79 (2002) (holding that “the district
court did not abuse its discretion or commit an error of law in determining that [the plaintiff]
would suffer irreparable harm if it were forced to submit to the arbitrator’s jurisdiction . . . .”).
Accordingly, this factor strongly weighs in favor of granting the injunctive relief T. Rowe Price
seeks – i.e., to enjoin the Needle Brothers from forcing T. Rowe Price to participate in a FINRA
arbitration.
Balance of the Hardships
T. Rowe Price does not make a direct argument on this factor. (See generally ECF 5).
Nonetheless, this Court will address this factor. An injunction halting the FINRA arbitration
will not harm the Needle Brothers nearly as much as it would harm T. Rowe Price, who, absent
the requested injunctive relief, would be required to participate in a FINRA arbitration. A TRO
to prevent the Needle Brothers from proceeding with an 	arbitration may, at most, delay the
resolution of any further securities fraud claims. T. Rowe Price has brought its suit to ask this
Court to again address/rule on the arbitability of the Needle Brothers’ claims. Absent a showing
from the Needle Brothers that this Court’s prior rulings were in error, or that facts have changed,
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this Court finds no reason to alter its analysis that the balance of hardships favors granting the
injunctive relief sought by T. Rowe Price. 	This Cour finds that T. Rowe Price would be
prejudiced if forced to continue defending against the Needle Brothers’ claims in arbitration,
especially given that this Court has already found the Needle Brothers cannot force a FINRA
arbitration related to the the investments accounts. 	Thus, the potential harm T. Rowe Price
could suffer if this Court did not issue an injunction outweighs any potential delay that the
Needle Brothers might experience. 	The balance of the parties’ hardships weighs in favor of
granting the requested relief. See Needle, 2022 WL 900398, at *4 (finding the same).
Public Interest
Where the movant “‘demonstrates both a likelihood of success on the merits and
irreparable injury, it almost always will be the case that the public interest will favor’” the
movant. Needle, 2022 WL 900398, at *5 (quoting Am. Tel. & Tel. Co. v. Winback & Conserve
Program, Inc., 42 F.3d 1421, 1427 (3d Cir. 1994)). Further, “[w]hen the reach of an injunction
is narrow, limited only to the parties, and has no impact on non-parties, the public interest will
be at most a neutral factor in the analysis[.]” Macquarie Holdings USA Inc. v. Rode, 2012 WL
12882417, at *4 (C.D. Cal. Jan. 17, 2012) (citing Stormans, Inc. v. Selecky, 586 F.3d 1108,
1138–39 (9th Cir. 2009)). Here, T. Rowe Price has demonstrated a strong likelihood of success
on the merits and that it would be irreparably harmed if forced to participate in a FINRA
arbitration.
An injunction issued here would be narrow and limited only to T. Rowe Price and the
Needle Brothers. As such, this Court finds that the public interest favors granting the motion
for injunctive relief.
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CONCLUSION
Based on the reasons set forth, this Court grants T. Rowe Price’s motion, (ECF 5), in
part. 	Consistent with Rule 65(b), a temporary restraining order is hereby entered and the
Needle Brothers may not take any action within the time prescribed by the Rule to enforce or
prosecute its FINRA arbitration action against T. Rowe Price.
BY THE COURT:
/s/ Nitza I. Quiñones Alejandro
NITZA I. QUIÑONES ALEJANDRO, J.
Judge, United States District Court
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