Huntsville Golf Development, Inc. v. Estate of Robert Brindley, Sr. et al

Filing 115

MEMORANDUM OPINION AND ORDER - Pursuant to Rule 15 of the Federal Rules of Civil Procedure, plaintiff Huntsville Golf Development, Inc. (HGD) asks the Court for leave to amend its original complaint. (Doc. 90). The Court denies HGDs motion to amend because the proposed amendment would be futile. Signed by Judge Madeline Hughes Haikala on 12/16/2016. (KEK)

FILED
2016 Dec-16 PM 01:44
U.S. DISTRICT COURT
N.D. OF ALABAMA

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
NORTHEASTERN DIVISION
HUNTSVILLE GOLF
DEVELOPMENT, INC.,

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Plaintiff,
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v.
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ESTATE OF ROBERT BRINDLEY, }
SR., et al.,
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Defendants.
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Case No.: 5:13-cv-00870-MHH

MEMORANDUM OPINION AND ORDER
Pursuant to Rule 15 of the Federal Rules of Civil Procedure, plaintiff
Huntsville Golf Development, Inc. (HGD) asks the Court for leave to amend its
original complaint. (Doc. 90). The Court denies HGD’s motion to amend because
the proposed amendment would be futile.
I.

PROCEDURAL BACKGROUND1
In its original complaint, HGD asserted claims for: (1) breach of contract

against the Estate of Robert Brindley, Sr. (through executors Ronald Brindley and
Richard White); (2) tortious interference with contract by Whitney Bank and
Jeffery Brindley (an heir of Robert Brindley, Sr.); (3) fraud and deceit against the
Brindley Estate; (4) unjust enrichment against the Brindley Estate and Whitney
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The Court adopts the factual background presented in its memorandum opinion granting in part
and denying in part the defendants’ motions to dismiss. (Doc. 56, pp. 6–13).

Bank; and (5) civil conspiracy against the Brindley Estate, Whitney Bank, and
Jeffery Brindley. (Doc. 1).2 In addition, HGD asserted claims for breach of
contract, fraud and deceit, and unjust enrichment against an alleged partnership
between the Brindley Estate and Whitney Bank (Whitney/Brindley partnership).
(See Doc. 1, ¶¶ 81, 88, 94; see also Doc. 56, pp. 26–28). Pursuant to Rule 12(b)(6)
of the Federal Rules of Civil Procedure, the defendants moved to dismiss HGD’s
complaint for failure to state a claim upon which relief can be granted. (Docs. 11,
13).
On September 29, 2015, the Court granted in part and denied in part the
defendants’ motions to dismiss. (Doc. 56). The Court dismissed HGD’s claims
for tortious interference with contract, fraudulent suppression, and unjust
enrichment. (Doc. 56, pp. 20–21, 23, p. 25 n. 6). The Court also dismissed all of
HGD’s claims against the Whitney/Brindley partnership. (Doc. 56, p. 28). The
Court reasoned that, because the partnership did not exist during the settlement
negotiations between HGD and the Brindley Estate, the partnership could not have
committed fraud with respect to those settlement negotiations. (Doc. 56, p. 27). In
addition, the Court reasoned that the Whitney/Brindley partnership could not be
liable for breach of contract regarding the settlement agreement between HGD and
the Brindley Estate because the partnership was not a party to the agreement.

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HGD’s fraud claim included a claim for fraudulent suppression.
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(Doc. 56, pp. 27–28). The Court denied the defendants’ motions to dismiss with
respect to HGD’s claims for breach of contract against the Brindley Estate, fraud
and deceit against the Brindley Estate, and civil conspiracy against the Brindley
Estate, Whitney Bank, and Jeffery Brindley. (Doc. 56, pp. 19, 25, 26).
In its proposed amended complaint, HGD re-asserts its claims for breach of
contract,

fraud

and

deceit,

and

fraudulent

suppression

against

the

Whitney/Brindley partnership. (Doc. 90, ¶ 14; Doc. 90-1, ¶¶ 71–82). HGD also
re-asserts its claim for fraudulent suppression against the Brindley Estate. (Doc.
90-1, ¶¶ 80–81). HGD contends that its proposed amended complaint contains
new allegations “based on the documents produced by the [d]efendants since the
case was filed, including those produced [after the Court granted HGD’s motion to
compel].” (Doc. 90, ¶ 14).
On this record, the Court considers HGD’s motion for leave to file a first
amended complaint.
II.

DISCUSSION
A plaintiff who wishes to file an amended complaint more than 21 days after

the complaint was served on the defendant must obtain the written consent of
opposing counsel or permission from the Court. See FED. R. CIV. P. 15(a)(2). The
Court must “freely give leave [to amend] when justice so requires.” Id. However,
the Court may deny a motion to amend if the amendment would be futile. See
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Maynard v. Bd. of Regents of Div. Univs. of Fla. Dep’t of Educ., 342 F.3d 1281,
1287 (11th Cir. 2003). An amendment is futile if “the complaint as amended is
still subject to dismissal.” Brooks v. Warden, 800 F.3d 1295, 1300 (11th Cir.
2015) (citations and internal quotation marks omitted).
With respect to its claims against the Whitney/Brindley partnership, HGD’s
proposed amended complaint is futile. In its order dismissing HGD’s claims
against the partnership, the Court considered HGD’s allegations that the Brindley
Estate and Whitney Bank were discussing a plan to pursue the settlement proceeds
while HGD and the Brindley Estate were negotiating the terms of the settlement
agreement. (Doc. 56, pp. 9–10). The Court explained that, because the discussions
between the Brindley Estate and Whitney Bank did not result in an agreement until
four days after HGD and the Brindley Estate executed the settlement agreement, no
partnership existed during the settlement negotiations. (Doc. 56, p. 27). Thus, the
Court concluded, HGD failed to state a plausible claim against the partnership for
any acts the partnership allegedly committed in connection with the settlement
negotiations. (Doc. 56, p. 57).
In its proposed amended complaint, HGD does not supplement or revise its
allegations regarding the partnership in any meaningful way. HGD introduces the
term “verbal partnership” to describe the nature of the Brindley Estate’s
relationship with Whitney Bank during the settlement negotiations. (See, e.g.,
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Doc. 90-1, ¶ 54). However, such a label, applied to previously alleged facts, is
insufficient to satisfy the pleading requirements of Rule 8(a)(2). See Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 555 (2007) (“[A] plaintiff’s obligation to provide
the ‘grounds’ of his ‘entitle[ment] to relief’ requires more than labels and
conclusions.”) (quoting Papasan v. Allain, 478 U.S. 265, 286 (1986) and Conley v.
Gibson, 355 U.S. 41, 47 (1957)) (alteration provided by Twombly). HGD contends
that newly produced evidence shows that the Brindley Estate and Whitney Bank
were represented by a single attorney while HGD and the Brindley Estate were
negotiating the settlement agreement. (Doc. 103, pp. 6–7). The Court disagrees
with HGD’s contention that this circumstantial evidence is sufficient to resurrect
HGD’s claims against the partnership.
HGD has had several prior opportunities to plead facts sufficient to state a
claim against a partnership between the Brindley Estate and Whitney Bank, but
HGD has not succeeded. (See Doc. 56, pp. 26–27; Doc. 96, p. 16). Because, as
amended, HGD’s proposed amended complaint is still subject to dismissal, the
Court denies HGD’s motion to amend its complaint with respect to its claims
against the Whitney/Brindley partnership. See Brooks, 800 F.3d at 1300.
HGD’s proposed amended complaint is also futile with respect to the
company’s claim for fraudulent suppression against the Brindley Estate. Under
Alabama law, a claim of fraudulent suppression requires the plaintiff to show that
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the defendant suppressed a material fact which it had a duty to disclose. See ALA.
CODE § 6-5-102 (1975).

The Court previously dismissed HGD’s fraudulent

suppression claim for failure to state a claim upon which relief can be granted, and
HGD has alleged no new facts concerning the Estate’s alleged duty to disclose its
negotiations with Whitney Bank. (See Doc. 56, p. 25 n. 6). Rather, HGD alleges
that the Brindley Estate “had a duty to disclose to HGD that it was engaging in
negotiations with Whitney Bank to subvert the [s]ettlement [a]greement.” (Doc.
90-1, ¶¶ 80–81). HGD’s conclusory allegation that the Brindley Estate had such a
duty is insufficient under Twombly. See Twombly, 550 U.S. at 555 (“[C]ourts ‘are
not bound to accept as true a legal conclusion couched as a factual allegation.’”)
(quoting Papasan, 478 U.S. at 286). With respect to its claim for fraudulent
suppression against the Brindley Estate, HGD’s complaint as amended is still
subject to dismissal, and amendment is therefore futile.
III.

CONCLUSION
For the reasons stated above, the Court DENIES HGD’s motion to amend.

The Court asks the Clerk to please TERM Doc. 90.
DONE and ORDERED this December 16, 2016.

_________________________________
MADELINE HUGHES HAIKALA
UNITED STATES DISTRICT JUDGE

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