a person or entity whose interests will be affected by the outcome of a lawsuit,
whose absence as a party in the suit prevents a judgment on all issues, but who
cannot be joined in the lawsuit because that would deny jurisdiction to the particular
court (such as shifting jurisdiction from a state to federal court). In this rare
technical situation, a necessary party who is not in the suit differs from an "indispensable
party," who must be joined if the lawsuit is to proceed, and from a "proper party,"
who could be joined but is not essential.
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