Automated Summary
Key Facts
Plaintiff Novi Footwear International Co. Limited filed a motion for leave to file a second amended complaint to add two new common law claims - negligent misrepresentation and tortious aiding and abetting - based on new information obtained from Defendant William Sweedler's deposition in late October 2024. The case was originally filed in June 2022, and fact discovery concluded at the end of 2024. The court found good cause to allow the amendment, determining that the proposed claims relate to the same underlying misrepresentations already asserted, would not require additional discovery, and would not prejudice the defendants.
Transaction Type
Civil litigation case involving misrepresentation claims; not a commercial transaction document
Issues
The court determined whether Plaintiff Novi Footwear International Co. Limited demonstrated good cause to amend its complaint a second time under Fed. R. Civ. P. 16(b)'s good cause standard, given the motion was filed well after the scheduling order's January 2023 deadline. Plaintiff sought to add two new claims for negligent misrepresentation and tortious aiding and abetting based on new information obtained from Defendant William Sweedler's deposition in October 2024, which suggested he may not have received or been familiar with the February 13, 2022 Letter Agreement. The court evaluated three grounds for denial: undue delay, undue prejudice, and futility, ultimately finding Plaintiff had shown good cause to amend.
Holdings
The court granted Plaintiff Novi Footwear International Co. Limited's motion for leave to file a second amended complaint, allowing the addition of two new common law claims: negligent misrepresentation and tortious aiding and abetting. The court found good cause under Rule 16(b)'s good cause standard because the motion was filed promptly after discovering new information from Defendant William Sweedler's October 2024 deposition, and the amendments relate to the existing misrepresentation claim without requiring additional discovery or prejudicing Defendants. The court rejected Defendants' arguments of undue delay, undue prejudice, and futility, finding the amendments sufficiently state plausible claims and do not inject a new theory of relief.
Remedies
The court allowed Plaintiff Novi Footwear International Co. Limited's motion for leave to file a second amended complaint, adding claims for negligent misrepresentation and tortious aiding and abetting.
Legal Principles
The court applied the 'good cause' standard under Fed. R. Civ. P. 16(b) for motions to amend pleadings filed after a scheduling order deadline. The analysis considered whether Plaintiff demonstrated good cause by examining undue delay, undue prejudice, and futility. The court found that the proposed negligent misrepresentation claim is a lesser-included claim requiring only proof that the defendant failed to exercise reasonable care, which does not require additional discovery compared to the existing intentional misrepresentation claim.
Precedent Name
- Burns v. Hale and Dorr LLP, 242 F.R.D. 170, 174 (D. Mass. 2007)
- Kane v. Town of Sandwich, 123 F. Supp. 3d 147, 158 (D. Mass. 2015)
- Carando Gourmet Frozen Foods Corp. v. AxisAutomation, LLC, No. 3:17-CV-30164-ADB, 2019 WL 5394175 (D. Mass. Oct. 22, 2019)
- U.S. ex rel. Gange v. City of Worcester, 565 F.3d 40, 48 (1st Cir. 2009)
- Palmer v. Champion Mortg., 465 F.3d 24, 30-31 (1st Cir. 2006)
- Murphy v. Harmatz, Civil Case No. 13-CV-12839-MAP, 2016 WL 7468801, at *2 (D. Mass. Dec. 28, 2016)
- Ryan v. Newark Grp., Inc., No. 4:22-CV-40089-MRG, 2024 WL 4815478, at *11 (D. Mass. Nov. 18, 2024)
- Island Creek Coal Co. v. Lake Shore, Inc., 832 F.2d 274, 279 (4th Cir. 1987)
- Foman v. Davis, 371 U.S. 178, 182 (1962)
- Pedersen v. Hart Ins. Agency, Inc., No. CIV. 10-10922-NMG, 2011 WL 4970920, at *3-4 (D. Mass. Oct. 18, 2011)
- Steir v. Girl Scouts of the USA, 383 F.3d 7, 12 (1st Cir. 2004)
- Washington Tr. Advisors, Inc. v. Arnold, 678 F. Supp. 3d 192, 195 (D. Mass. 2023)
- House of Clean, Inc. v. St. Paul Fire and Marine Ins. Co., Inc., 775 F. Supp. 2d 296, 298 (D. Mass. 2011)
- Sheet Metal Workers Loc. No. 20 Welfare & Benefit Fund v. CVS Pharmacy, Inc., 305 F. Supp. 3d 337, 345 (D.R.I. 2018)
Cited Statute
Federal Rules Of Civil Procedure
Judge Name
Donald L. Cabell
Passage Text
- Defendants argue that they would be prejudiced by the addition of the new claims, and that '[a] motion to amend may be found unduly prejudicial to the nonmoving party where it injects a new theory of relief into the litigation.' The court does not view the proposed amendments as injecting a new theory of relief into the case, however. As before, the complaint would continue to assert a claim of misrepresentation. The proposed amendments do no more than to reflect that the misrepresentation may have been intentional but if not could be negligent.
- Because Plaintiff's request for leave to amend the pleadings comes well after the scheduling order's January 2023 deadline for amending pleadings (D. 106), the court reviews its request under Rule 16(b)'s good cause standard.
- In assessing futility, the 'proposed amended complaint must . . . contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.' Washington Tr. Advisors, Inc. v. Arnold, 678 F. Supp. 3d 192, 195 (D. Mass. 2023) (cleaned up). If the added claims sufficiently state claims for purposes of Fed. R. Civ. P. 12(b)(6), those claims are not futile. Id. Here, Plaintiff's added claims pass that bar. The facts Plaintiff alleges, taken as true, are sufficient to state plausible claims of negligent misrepresentation and tortious aiding and abetting for purposes of 12(b)(6). Defendants' futility argument thus fails.