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Celentano v. Claris Vision Holdings LLC

United States District Court, D. Massachusetts

January 14, 2020




         Plaintiff 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.

         I. BACKGROUND

         Celentano 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].

         Under 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.].

         The 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].[1] 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. [Id.].

         Celentano 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].


         Celentano 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].

         In the 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].

         On 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].


         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).[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)).

         “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)). ...

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