Iguacu, Inc. v. Filho
Filing
198
ORDER GRANTING LEAVE TO FILE FIRST AMENDED COMPLAINT. Signed by Judge Richard Seeborg on 3/8/12. (cl, COURT STAFF) (Filed on 3/8/2012)
**E-filed 3/8/12**
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IN THE UNITED STATES DISTRICT COURT
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FOR THE NORTHERN DISTRICT OF CALIFORNIA
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SAN FRANCISCO DIVISION
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For the Northern District of California
United States District Court
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IGUAÇU, INC.,
Plaintiff,
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v.
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ORDER GRANTING LEAVE TO FILE
FIRST AMENDED COMPLAINT
ANTONIO CABRERA MANO FILHO,
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No. C 09-0380 RS
Defendant.
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Plaintiff Iguaçu, Inc. moves for leave to file a First Amended Complaint.1 In essence the
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proposed amendments would, (1) delete allegations relating to projects and transactions that Iguaçu
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has learned through discovery did not come to fruition such that it would have a claim for
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commissions on those projects and transactions; (2) “clarify” allegations regarding the transactions
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that Iguaçu contends constituted a “sale” as defined in the parties’ agreement, thereby giving rise to
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a claim for commissions; (3) add a new claim for relief seeking reformation of the definition of
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“sale” in the parties’ agreement, should reformation prove necessary, and; (4) conform the prayer to
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Pursuant to Civil Local Rule 7-1(b), the motion has been submitted for decision without oral
argument.
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the claims as amended, and add a prayer for interest. Defendant Antonio Cabrera Mano Filho
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(“Cabrera”) does not object to the deletion of allegations relating to matters for which Iguaçu is no
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longer seeking commissions, or to the addition of a prayer for interest. Cabrera contends, however,
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that Iguaçu should not be permitted at this juncture to expand the scope of its claim for commissions
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either by alleging its own understanding as to what transactions meet the definition of “sale” or by
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seeking reformation of that definition.
Under Rule 15 of the Federal Rules of Civil Procedure, “leave [to amend] shall be freely
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given when justice so requires.” Absent any “apparent or declared reason-such as undue delay, bad
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faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by
amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of
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For the Northern District of California
United States District Court
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the amendment, futility of amendment, etc.—the leave sought should, as the rules require, be ‘freely
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given.’ ” Foman v. Davis, 371 U.S. 178, 182 (1962). Rule 15 thus embraces “the principle that the
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purpose of pleading is to facilitate a proper decision on the merits.” Id. at 181-82 (quoting Conley v.
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Gibson, 355 U.S. 41, 48 (1957)). In short, the policy permitting amendment is to be applied with
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“extreme liberality.” Eminence Capital, L.L.C. v. Aspeon, Inc., 316 F.3d 1048, 1051 (9th Cir. 2003)
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(citation omitted). Factors which merit departure from the usual “[l]iberality in granting a plaintiff
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leave to amend” include bad faith and futility. Bowles v. Reade, 198 F.3d 752, 757 (9th Cir. 1999)
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Undue delay, standing alone, is insufficient to justify denial of a motion for leave to amend. Id. at
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758.
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Here, Cabrera insists that Iguaçu has unduly delayed in seeking leave to amend, and that its
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attempts to expand the definition of “sale” in the parties’ agreement is futile. Although this case has
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been pending for an extended period of time, Iguaçu has adequately shown that it acted with
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appropriate diligence, given the procedural history of this action. Cabrera asserts the amendments
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are “futile” because Iguaçu’s “characterization of the transactions under which it is allegedly
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entitled to a commission is exceedingly broad and unsupported by the language of the Agreement or
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the understanding of the parties.” While that may be an accurate description of Cabrera’s defense to
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the claims, it falls far short of establishing that Iguaçu’s contentions are futile.
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“Prejudice is the ‘touchstone of the inquiry under rule 15(a),’” and the “party opposing
amendment ‘bears the burden of showing prejudice.’” Eminence Capital, 316 F.3d at 1052
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(citations omitted). Because Cabrera has not met his burden to show that allowing the amendment
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here would result in any undue prejudice to him, the motion must be granted.
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IT IS SO ORDERED.
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Dated: 3/8/12
RICHARD SEEBORG
UNITED STATES DISTRICT JUDGE
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For the Northern District of California
United States District Court
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