United States District Court, D. Massachusetts
MEMORANDUM OF DECISION AND ORDER ON PLAINTIFF'S
MOTION TO AMEND COMPLAINT
GAIL DEIN, UNITED STATES MAGISTRATE JUDGE
Formulatrix, Inc. (“Formulatrix”) has brought
this action against Rigaku Automation, Inc.
(“Rigaku”) and Rigaku Americas Holding, Inc.
(“Rigaku Americas”) (together
“Rigaku”) for breach of contract and other causes
of action related to a January 2015 Customer Support
Agreement (“CSA”) between the parties. This
matter is before the court on “Formulatrix Inc.'s
Motion to Amend Complaint” (Docket No. 104). By its
motion, the plaintiff seeks to amend its Amended Complaint
(“First Amended Complaint”) to add an additional
breach of contract claim for the defendants' alleged
failure to remit service contract revenue owed to Formulatrix
under the CSA. For the reasons detailed herein,
Formulatrix's motion is DENIED.
STATEMENT OF FACTS
filed its original Complaint on June 22, 2015. (See
Docket No. 1). Pursuant to a scheduling order issued by this
court, any motions to amend the pleadings were due by July
27, 2016. (See Docket No. 23). On July 27, 2016,
Formulatrix sought to amend its Complaint to clarify that it
was asserting a breach of contract claim and seeking damages
based on Rigaku's alleged breach of its financial
representations and warranties in the CSA. (See
Docket No. 33). This court allowed the motion in relevant
part. (See Docket No. 41). The plaintiff now seeks
to amend its First Amended Complaint to add an additional
breach of contract claim based on entirely different conduct.
the beginning of 2015, Formulatrix and Rigaku were
competitors in the protein crystallization automation
products industry. See Formulatrix, Inc. v. Rigaku
Automation, Inc., 344 F.Supp.3d 410, 417 (D. Mass.
2018). Effective January 20, 2015, they entered into a CSA,
wherein Rigaku agreed to exit the industry, transfer assets,
and license intellectual property to Formulatrix in exchange
for a $2 million payment upon execution of the CSA and
subsequent additional installment payments. See id.
Under the CSA, Formulatrix agreed to provide support services
to Rigaku's customers and Rigaku agreed to remit the
revenue generated from those services to Formulatrix. See
id. at 417, 425.
execution of the contract, Rigaku began transferring records
and other data to Formulatrix. Id. at 419. Between
January and April 20, 2015, Formulatrix communicated to
Rigaku frustration with the pace, organization, accuracy, and
completeness of the records it was receiving from Rigaku.
Id. A few months later, Formulatrix filed suit,
asserting, inter alia, a breach of contract claim
for Rigaku's alleged failure to adhere to the terms of
the CSA's record transfer provision. See id. at
Formulatrix's installment payments later came due, it
began transferring the payments into an account that Rigaku
did not have access to and furnishing statements to Rigaku.
Id. at 421. Rigaku allegedly responded by
withholding service contract revenue from Formulatrix.
See id. at 425. The parties entered into settlement
negotiations, and on December 14, 2016, Formulatrix wired all
of the installment payments that had been withheld to Rigaku.
Id. at 422. Rigaku did not, however, remit the
withheld service contract revenue to Formulatrix. See
id. at 425.
March 9, 2017, both parties moved for partial summary
judgment. (See Docket Nos. 66, 70). In its summary
judgment motion, Formulatrix argued that it had suffered
damages from its breach of contract claim in the form of
unpaid service contract revenue that Rigaku had failed to
remit, something not previously alleged in the complaint.
See Formulatrix, Inc., 344 F.Supp.3d at 425. This
court denied Formulatrix's motion for partial summary
judgment and allowed in part and denied in part Rigaku's
motion for partial summary judgment. (See Docket No.
100). In its decision, this court explained that the
plaintiff's First Amended Complaint had not asserted a
breach of contract claim for failure to remit service
contract revenue, and that the plaintiff could not assert it
as a form of damages stemming from its other breach of
contract claims. See Formulatrix, Inc., 344
F.Supp.3d at 425. Three months after this court issued its
decision on the cross-motions for summary judgment,
Formulatrix filed the instant motion, seeking leave to file a
Second Amended Complaint that includes a breach of contract
claim for Rigaku's failure to remit service contract
revenue. (See Docket No. 104). Trial has been
scheduled for June 3, 2019.
plaintiff's motion to amend the complaint “will be
treated differently depending on its timing and the context
in which it is filed.” Steir v. Girl Scouts of the
USA, 383 F.3d 7, 11-12 (1st Cir. 2004). A plaintiff is
permitted to amend a complaint once as a matter of course
within 21 days of service of the answer or 21 days of service
of a motion under Rule 12(b), (e), or (f), whichever is
earlier. See Fed.R.Civ.P. 15(a). Thereafter, a
plaintiff may only amend the complaint “with the
opposing party's written consent or the court's
leave, ” provided that the court should freely give
leave “when justice so requires.” Id.;
see Steir, 383 F.3d at 12 (“The default rule
mandates that leave to amend is to be freely given when
justice so requires, unless the amendment would be futile, or
reward, inter alia, undue or intended delay.”
(quotations and citations omitted)).
as here, a scheduling order is in place setting the deadline
to amend the pleadings, a plaintiff seeking to amend the
complaint after the deadline must show good cause.
Id. The good cause standard “focuses on the
diligence (or lack thereof) of the moving party more than it
does on any prejudice to the party-opponent.”
Id. (footnote omitted). Further, where the parties
have already moved for summary judgment, the plaintiff must
also show “‘substantial and convincing
evidence' to justify a belated attempt to amend a
complaint.” Id. (quoting Resolution Trust