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Carando Gourmet Frozen Foods Corp. v. Axis Automation, LLC

United States District Court, D. Massachusetts

October 22, 2019




         Plaintiff 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.

         I. BACKGROUND

         Carando 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].

         On that 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].

         On July 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].

         Under 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].


         Under 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).

         In 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 approval).

         “Rule 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).

         “Particularly 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 exacting.” Id.

         Under 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 15, 2018.

         Because 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 ...

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