United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON PLAINTIFF'S MOTION TO
FILE AMENDED COMPLAINT
ALLISON D. BURROUGHS U.S. DISTRICT JUDGE
Carando Gourmet Frozen Foods Corporation
(“Carando”) filed this action against Defendants
Axis Automation, LLC and Axis Automation Group, Inc.,
(collectively, “Axis”), bringing nine claims all
stemming from Axis' alleged failure to timely build an
integrated pie production line. [ECF No. 1]. Axis brought
counterclaims against Carando for breach of contract for
Plaintiff's failure to pay for the allegedly defective
pie production line. (“Counterclaim Complaint”).
[ECF No. 26]. Currently pending before the Court is
Carando's motion to amend the Complaint. [ECF No. 49].
For the following reasons, Carando's motion to amend [ECF
No. 49] is DENIED.
makes, packages, and sells frozen goods to groceries stores
across the country. [ECF No. 1 ¶ 20]. Axis designs and
builds automated machinery for use in the food industry.
[Id. ¶ 19]. In April 2016, Carando entered into
a contract with Axis for the construction of an integrated
pie production line to be built and installed in
Carando's facility in Agawam, Massachusetts, for $304,
200.00. [Id. ¶¶ 21-22]. According to
Carando, prior to delivery, the integrated pie production
line consistently failed quality assurance tests over a
period of six months. [Id. ¶¶ 34-42]. Axis
delivered the pie production line on October 31, 2017.
[Id. ¶ 44]. Carando claims the line was
defective at the time of delivery and that it provided notice
of its rejection of the integrated pie production line on
November 9, 2017. [Id. ¶¶ 44-45].
same day, Carando filed suit against Axis, claiming: (1)
rightful rejection, (2) breach of contract, (3) breach of
express warranty, (4) breach of implied warranty of
merchantability, (5) breach of implied warranty of fitness
for a particular purpose, (6) negligent misrepresentation,
(7) promissory estoppel, (8) and unjust enrichment. [ECF No.
1]. Carando additionally sought a declaratory judgment that
the integrated pie production line did not meet the contract
specifications, (9). [Id.]. The case was assigned to
Judge Mastroianni. On January 5, 2018, Axis filed its answer
and its Counterclaim Complaint. [ECF No. 13].
25, 2018, Judge Mastroianni issued a schedule pursuant to
Federal Rule of Civil Procedure 16(b), which required that
all motions to amend pleadings be filed by September 15,
2018. [ECF No. 23]. On September 14, 2018, Axis amended its
answer. [ECF No. 26]. On September 28, 2018, Judge
Mastroianni recused himself. [ECF No. 29]. The case was then
reassigned to this Court on October 1, 2018. [ECF No. 30].
the operative scheduling order, all non-expert fact discovery
was completed on May 17, 2019. [ECF No. 43]. In July 2019,
the Court granted an extension of time for expert discovery,
with all expert discovery now to be completed by October 16,
2019. [ECF No. 46]. On July 31, 2019, Carando filed a motion
to amend the Complaint, [ECF No. 49], which Axis opposed,
[ECF No. 54].
Federal Rule of Civil Procedure 15(a), where a party seeks to
amend a pleading more than 21 days after a motion to dismiss
or answer has been filed, it may only do so “with the
opposing party's written consent or the court's
leave.” Fed.R.Civ.P. 15(a)(2). Rule 15 instructs that
leave to amend should be “freely give[n] . . . when
justice so requires.” Id. “At a certain
point, ” however, “this amendment-friendly regime
may cease to govern.” U.S. ex rel. D'Agostino
v. EV3, Inc., 802 F.3d 188, 192 (1st Cir. 2015).
cases where a district court has issued a scheduling order
under Rule 16(b) and the amendment sought contravenes a
deadline imposed by the court, “Rule 16(b)'s more
stringent good cause standard supplants Rule 15(a)'s
leave freely given standard.” Id. (first
citing Cruz v. Bristol-Myers Squibb Co., P.R. Inc.,
699 F.3d 563, 569 (1st Cir. 2012) and then citing
Trans-Spec Truck Serv., Inc. v. Caterpillar Inc.,
524 F.3d 315, 327 (1st Cir. 2008)). “If [the Court]
considered only Rule 15(a) without regard to Rule 16(b), [it]
would render scheduling orders meaningless and effectively
would read Rule 16(b) and its good cause requirement out of
the Federal Rules of Civil Procedure.” Sosa v.
Airport Sys., Inc., 133 F.3d 1417, 1419 (11th Cir.
1998); see also O'Connell v. Hyatt Hotels, 357
F.3d 152, 155-56 (1st Cir. 2004) (citing Sosa with
16(b)'s ‘good cause' standard emphasizes the
diligence of the party seeking the amendment.”
O'Connell, 357 F.3d at 155. Under this inquiry,
“[p]rejudice to the opposing party remains relevant but
is not the dominant criterion.” Id. Rather,
“‘[i]ndifference' by the moving party”
may preclude leave to amend “irrespective of prejudice
because such conduct is incompatible with the showing of
diligence necessary to establish good cause.”
Id. (citation omitted).
disfavored are motions to amend whose timing prejudices the
opposing party by ‘requiring a re-opening of discovery
with additional costs, a significant postponement of trial,
and a likely major alteration in trial tactics and strategy .
. . .” Steir v. Girl Scouts of the USA, 383
F.3d 7, 12 (1st Cir. 2004) (quoting Acosta-Mestre v.
Hilton Int'l of P.R., Inc., 156 F.3d 49, 52 (1st
Cir. 1998)). “As a case progresses, . . . the burden on
a plaintiff seeking to amend a complaint becomes more
the original scheduling order imposed by Judge Mastroianni,
all amendments to the pleadings were required to have been
filed by September 15, 2018. [ECF No. 23]. When the case was
reassigned to this Court, the parties filed a joint motion to
extend discovery deadlines, which made no reference to a new
deadline for amended pleadings. [ECF No. 37]. Therefore, all
amendments to pleadings should have been filed by September
Carando's request for leave to amend the pleadings is not
timely, the Court reviews its request under Rule 16(b)'s
“good cause” standard. Here, Carando proposes to
add the following claims based on alleged misrepresentations
made to Carando in the sale of the pie production line: (i)
intentional misrepresentation, (ii) violation of
Massachusetts General Laws Chapter ...