United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON PLAINTIFF'S MOTION TO
FILE THIRD AMENDED COMPLAINT
ALLISON D. BURROUGHS U.S. DISTRICT JUDGE
Marcello Celentano (“Celentano”) filed this
action against his former employer, Claris Vision LLC
(“Claris”) and Claris Vision Holdings LLC
(“Claris Holdings” and “Defendants, ”
together with Claris), seeking a “Target Bonus”
that he alleges was promised by Claris' Board of
Directors in a 2014 employment agreement. [ECF No. 1].
Currently pending before the Court are Celentano's motion
to file a third amended Complaint, [ECF No. 49], and
Celentano's motion for a protective order requiring a
consolidated deposition, [ECF No. 53]. For the following
reasons, Celentano's motion to amend, [ECF No. 49], and
motion for a protective order, [ECF No. 53], are each
GRANTED in part and DENIED in part.
is a resident of Naperville, Illinois. [ECF No. 36 at 1].
Claris and Claris Holdings are incorporated in Delaware and
have their principal places of business in Boston,
Massachusetts. [Id.]. On July 8, 2014, Celentano
entered into an employment agreement with Defendants, which
specified that it would be governed by and construed in
accordance with Massachusetts law. [Id. at 2]. In
2017, Defendants changed Celentano's base salary in
anticipation of a possible merger with entities controlled by
Eli Global, LLC. [Id. at 3]. Under the new terms,
Celentano would receive a $150, 000 bonus if the merger was
successful. [Id.]. The companies merged in December
2017. [Id.]. According to Celentano, Eli
Global's purchasing offer included funds to pay bonuses
that were contingent on the merger. [Id. at 4].
Eli Global's ownership, Celentano became President of the
“Provider Management Division of the Eye Care Leaders
Group as conducted by and through ECL [an Eli Global
subsidiary] and other entities.” [Id.]. On
February 28, 2018, Celentano was terminated from that
position. [Id.]. He still has not received the
promised $150, 000 bonus. [Id.].
second amended complaint alleges that Defendants breached the
2014 Claris Vision employment agreement by failing to pay
Celentano his $150, 000 bonus following the successful
merger. [Id. at 5]. Celentano also filed a case in
the Western District of North Carolina against Eli Global LLP
and ECL Group LLC. [ECF No. 49 at 10]. In that case,
Celentano alleges that he is owed $450, 000 in severance pay
from Eli Global under his 2017 employment contract with that
company. [Id. at 11]. If the court in that case
determines that Celentano was consistently employed by
Defendants in this case, and is therefore not entitled to
severance from Eli Global, then the 2014 employment agreement
with Defendants may be controlling. That employment agreement
provided severance in the amount of $150, 000 plus a
continuation of his health insurance coverage for six months.
now seeks to add three additional counts as alternatives to
his original breach of contract claim: promissory estoppel,
conversion, and unjust enrichment. [ECF No. 49 at 9- 10].
Celentano also seeks to add a breach of contract for Eli
Global's failure to provide his severance pay, which is
brought in the alternative to a breach of contract claim
asserted in Celentano v. Eli Global LLP, et al., No.
18-cv-80 (W.D. N.C. ). [ECF No. 49 at 10-12]. He therefore
requests that Eli Global LLC and ECL Group LLC be joined as
defendants. [ECF No. 56 at 8].
first filed this action against Claris Vision Holdings LLC on
April 17, 2018. [ECF No. 1]. Defendants filed a motion to
dismiss on May 29, 2018, [ECF No. 10], which the Court denied
on January 25, 2019, [ECF No. 19]. Defendants answered that
complaint on February 8, 2019. [ECF No. 21].
meantime, Celentano filed a motion to amend the complaint and
to add Claris Vision LLC as a defendant on January 31, 2019,
[ECF No. 20], which the Court granted on February 13, 2019,
[ECF No. 24]. On March 18, 2019, Celentano filed a second
motion to amend, [ECF No. 34], citing a clerical error in the
first amended complaint, which the Court granted that same
day, [ECF No. 35].
September 9, 2019, Celentano once again sought to file an
amended complaint. [ECF No. 49]. Defendants opposed on
September 23, 2019, [ECF No. 51], and the Court granted leave
for Celentano to reply, [ECF Nos. 55, 56]. All fact discovery
was to be completed by November 29, 2019. [ECF No. 46]. In
light of this motion, the Court granted a joint motion to
extend the scheduling order dates until January 28, 2020.
[ECF No. 59].
MOTION TO AMEND
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).
“Reasons for denying leave to amend [under Rule
15(a)(2)] include undue delay in filing the motion, bad faith
or dilatory motive, repeated failure to cure deficiencies,
undue prejudice to the opposing party, and futility of
amendment.” Marchand v. Town of Hamilton, No.
09-cv-10433, 2011 WL 613699, at *1 (D. Mass. Feb. 9, 2011)
(citing United States ex rel. Gagne v. City of
Worcester, 565 F.3d 40, 48 (1st Cir. 2009)). “In
determining whether to grant a motion to amend, the Court
must examine the totality of the circumstances and
‘exercise its informed discretion in constructing a
balance of pertinent considerations.'” United
States ex rel. Hagerty v. Cyberonics, Inc., 146
F.Supp.3d 337, 342 (D. Mass. 2015) (quoting Palmer v.
Champion Mortg., 465 F.3d 24, 30-31 (1st Cir. 2006)).
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)). ...