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)

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**E-filed 3/8/12** 1 2 3 4 5 6 7 IN THE UNITED STATES DISTRICT COURT 9 FOR THE NORTHERN DISTRICT OF CALIFORNIA 10 SAN FRANCISCO DIVISION 11 For the Northern District of California United States District Court 8 12 13 IGUAÇU, INC., Plaintiff, 14 v. 15 16 ORDER GRANTING LEAVE TO FILE FIRST AMENDED COMPLAINT ANTONIO CABRERA MANO FILHO, 17 No. C 09-0380 RS Defendant. ____________________________________/ 18 Plaintiff Iguaçu, Inc. moves for leave to file a First Amended Complaint.1 In essence the 19 20 proposed amendments would, (1) delete allegations relating to projects and transactions that Iguaçu 21 has learned through discovery did not come to fruition such that it would have a claim for 22 commissions on those projects and transactions; (2) “clarify” allegations regarding the transactions 23 that Iguaçu contends constituted a “sale” as defined in the parties’ agreement, thereby giving rise to 24 a claim for commissions; (3) add a new claim for relief seeking reformation of the definition of 25 “sale” in the parties’ agreement, should reformation prove necessary, and; (4) conform the prayer to 26 27 28 1 Pursuant to Civil Local Rule 7-1(b), the motion has been submitted for decision without oral argument. 1 the claims as amended, and add a prayer for interest. Defendant Antonio Cabrera Mano Filho 2 (“Cabrera”) does not object to the deletion of allegations relating to matters for which Iguaçu is no 3 longer seeking commissions, or to the addition of a prayer for interest. Cabrera contends, however, 4 that Iguaçu should not be permitted at this juncture to expand the scope of its claim for commissions 5 either by alleging its own understanding as to what transactions meet the definition of “sale” or by 6 seeking reformation of that definition. Under Rule 15 of the Federal Rules of Civil Procedure, “leave [to amend] shall be freely 7 8 given when justice so requires.” Absent any “apparent or declared reason-such as undue delay, bad 9 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 11 For the Northern District of California United States District Court 10 the amendment, futility of amendment, etc.—the leave sought should, as the rules require, be ‘freely 12 given.’ ” Foman v. Davis, 371 U.S. 178, 182 (1962). Rule 15 thus embraces “the principle that the 13 purpose of pleading is to facilitate a proper decision on the merits.” Id. at 181-82 (quoting Conley v. 14 Gibson, 355 U.S. 41, 48 (1957)). In short, the policy permitting amendment is to be applied with 15 “extreme liberality.” Eminence Capital, L.L.C. v. Aspeon, Inc., 316 F.3d 1048, 1051 (9th Cir. 2003) 16 (citation omitted). Factors which merit departure from the usual “[l]iberality in granting a plaintiff 17 leave to amend” include bad faith and futility. Bowles v. Reade, 198 F.3d 752, 757 (9th Cir. 1999) 18 Undue delay, standing alone, is insufficient to justify denial of a motion for leave to amend. Id. at 19 758. 20 Here, Cabrera insists that Iguaçu has unduly delayed in seeking leave to amend, and that its 21 attempts to expand the definition of “sale” in the parties’ agreement is futile. Although this case has 22 been pending for an extended period of time, Iguaçu has adequately shown that it acted with 23 appropriate diligence, given the procedural history of this action. Cabrera asserts the amendments 24 are “futile” because Iguaçu’s “characterization of the transactions under which it is allegedly 25 entitled to a commission is exceedingly broad and unsupported by the language of the Agreement or 26 the understanding of the parties.” While that may be an accurate description of Cabrera’s defense to 27 the claims, it falls far short of establishing that Iguaçu’s contentions are futile. 28 “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 2 1 (citations omitted). Because Cabrera has not met his burden to show that allowing the amendment 2 here would result in any undue prejudice to him, the motion must be granted. 3 4 5 IT IS SO ORDERED. 6 7 8 Dated: 3/8/12 RICHARD SEEBORG UNITED STATES DISTRICT JUDGE 9 11 For the Northern District of California United States District Court 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3

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