“No Party, No Standing” – The Third Circuit’s Clarification on Contractual Standing for County Election Boards

Introduction

Fulton County v. Dominion Voting Systems Inc. (3d Cir. No. 24-2771, 23 June 2025) addresses whether a county board of elections and its commissioners may sue a voting-machine vendor for breach of contract when the board itself is not a named party to the contract.

The dispute arose after the Fulton County Board of Elections (“the Board”) hired third-party consultants to inspect Dominion’s voting system, resulting in decertification of the machines by Pennsylvania’s Secretary of the Commonwealth. The Board, along with two commissioners, then sued Dominion for alleged contractual and warranty breaches. The District Court dismissed for lack of standing, and the Third Circuit has now affirmed.

Although designated “not precedential,” the opinion supplies a well-structured exposition of Article III standing in the commercial-government context, reinforcing the bright-line rule that only contracting parties or true third-party beneficiaries may sue for breach.

Summary of the Judgment

The Third Circuit affirmed dismissal of the complaint for lack of standing.
None of the appellants (Board and two commissioners) was a party to the 2019 “Managed Services Agreement” between Dominion and Fulton County itself.
The Board’s statutory power to buy election equipment (25 P.S. § 2642(c)) did not render it a contracting party where the agreement expressly named only the County.
A clause in the Agreement barred enforcement by non-parties, extinguishing any third-party-beneficiary theory.
Because there was no “legally protected interest” invaded, the appellants failed the first element of standing—injury in fact—so the federal courts lacked subject-matter jurisdiction.

Analysis

Precedents Cited

The panel anchored its reasoning in longstanding United States Supreme Court and Third Circuit authorities on standing:

Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992) – established the modern three-part standing test.
George v. Rushmore Service Center, LLC, 114 F.4th 226 (3d Cir. 2024) – reiterated the “legally protected interest” requirement.
Freedom From Religion Foundation v. New Kensington–Arnold School District, 832 F.3d 469 (3d Cir. 2016) – cited for de novo appellate review of standing.
Geda v. Director, USCIS, 126 F.4th 835 (3d Cir. 2025) – on review of subject-matter jurisdiction questions.
In re Asbestos Products Liability Litigation (No. VI), 822 F.3d 125 (3d Cir. 2016) – recognized that documents integral to a complaint may be considered in a Rule 12 motion.
State case: County of Fulton v. Secretary of the Commonwealth, 292 A.3d 974 (Pa. 2023) – cited in passing regarding sanctions imposed on the County for the same inspection that triggered decertification.

These cases collectively frame the doctrinal backdrop: Article III standing, third-party-beneficiary limitations, and the permissible scope of record review on a motion to dismiss.

Legal Reasoning

Identifying the Alleged Injury. The court began by asking: What “legally protected interest” did the plaintiffs claim? The answer was solely contractual rights under the 2019 Agreement.
Party Status under the Agreement. The Agreement unmistakably listed only “Fulton County, PA” and “Dominion Voting Systems, Inc.” as parties. The Board, Ulsh, and Bunch were absent.
Statutory Authority ≠ Contractual Privity. Plaintiffs argued that the Board’s statutory mandate to procure voting equipment effectively made it and the County “one and the same” for this contract. The panel rejected the argument because (a) statutory power does not automatically make the Board a contracting entity, and (b) the contract itself indicated the County acted on its own behalf.
No Third-Party-Beneficiary Rights. A clause in the Agreement stated that “No obligation of Dominion… may be enforced… by any person not a party.” This was fatal to any § 302 third-party-beneficiary theory under Pennsylvania law.
Failure of the “Injury in Fact” Element. Absent contractual rights, the plaintiffs could not show invasion of a legally protected interest. Without injury, causation and redressability never arose, stripping the District Court of Article III jurisdiction.
Jurisdictional Dismissal with Prejudice. Because the defect was jurisdictional and could not be cured by further amendment (plaintiffs simply were not parties), the dismissal was with prejudice.

Impact

This decision, though non-precedential, carries practical and doctrinal weight:

Government-Vendor Contract Litigation. Boards of elections and other sub-county entities must ensure they are named parties if they hope to sue vendors. A statutory mandate alone is not enough.
Contract Drafting. Vendors and governmental bodies may tighten “no third-party enforcement” clauses to insulate themselves from peripheral lawsuits.
Election-Equipment Disputes. With many 2020-era voting equipment controversies still percolating, the opinion forecloses certain procedural routes for challengers.
State-Versus-County Autonomy. The ruling implicitly reinforces the distinction between a county’s corporate personality and its agencies—a point likely to recur in federal diversity suits.
Strategic Pleading. Plaintiffs in similar circumstances might have to (a) join the actual contracting county as a plaintiff, or (b) plead non-contract causes of action (e.g., negligence) that do not require privity.

Complex Concepts Simplified

Standing – A constitutional prerequisite that determines who can bring a lawsuit. Requires injury in fact, causation, and redressability.
Injury in Fact – A concrete, particularized harm to a legally protected interest; hypothetical or generalized grievances are insufficient.
Third-Party Beneficiary – Someone not named in a contract who is nonetheless intended by the parties to benefit and therefore may enforce the contract. Many contracts disclaim such rights, as Dominion’s did.
Jurisdictional Dismissal – When a court lacks power to hear a case, it must dismiss without addressing merits. If the defect cannot be fixed, dismissal is with prejudice.
Non-Precedential Opinion – An opinion the court chooses not to publish as binding precedent, but it can still guide lower courts and litigants persuasively.

Conclusion

Fulton County v. Dominion Voting Systems Inc. stands for the straightforward yet sometimes overlooked proposition: “No party, no standing.” An entity not named in a contract—and expressly disclaimed as a third-party beneficiary—cannot invoke Article III jurisdiction to enforce that contract in federal court.

Going forward, county boards and similar bodies must carefully scrutinize the identity of signatories when procuring goods or services. Vendors, for their part, can rely on such contractual clarity to limit litigation exposure. While the case does not create binding precedent, its reasoning is entirely consistent with Supreme Court and Third Circuit standing doctrine, likely influencing future disputes at the intersection of election administration, commercial contracts, and public law.