Qure Healthcare, LLC v. Vermillion, Inc.
Filing
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ORDER GRANTING DEFENDANT'S MOTION FOR LEAVE TO FILE THE FIRST AMENDED ANSWER AND COUNTERCLAIM. Defendant shall do so as a separate docket entry by April 10, 2015. Signed by Magistrate Judge Laurel Beeler on 4/3/2015.(lblc2, COURT STAFF) (Filed on 4/3/2015)
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UNITED STATES DISTRICT COURT
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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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QURE HEALTHCARE, LLC,
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No. CV14-04363 LB
Plaintiff,
ORDER GRANTING DEFENDANT’S
MOTION FOR LEAVE TO FILE THE
FIRST AMENDED ANSWER AND
COUNTERCLAIM
v.
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VERMILLION, INC.,
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Defendant.
___________________________________/
[ECF No. 22]
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INTRODUCTION
On August 26, 2014, Plaintiff QURE Healthcare, LLC (“QURE”) sued Defendant Vermillion,
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Inc. (“Vermillion”). (Complaint, ECF No. 1.1) Vermillion now moves for leave to file a first
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amended answer in order to add affirmative defenses and counterclaims against QURE. (Motion,
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ECF No. 22.) Pursuant to Civil Local Rule 7-1(b), the court finds this matter suitable for
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determination without oral argument and vacates the April 16, 2015 hearing. Upon consideration of
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the briefs submitted and the applicable legal authority, the court grants Vermillion’s motion.
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STATEMENT
On April 21, 2014, Vermillion engaged QURE, by written agreement, to design, implement and
complete a randomized clinical trial (the “RTC”) for Vermillion’s product. (Complaint, ECF No. 1
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Record citations are to documents in the Electronic Case File (“ECF”); pinpoint citations are
to the ECF-generated page numbers at the top of the documents.
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at 7-9.) In exchange, Vermillion was required to make total payments to QURE in the amount of
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$355,000 plus expenses. (Id.) Pursuant to the contract, Vermillion made an initial payment of
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$213,000. (Id.) On June 17, 2014, Vermillion terminated the contract and ceased making payments
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to QURE because Vermillion was informed that the results of a RTC by QURE would not be
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considered by the medical community. (Id.) As a result, Vermillion has not paid the outstanding
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amount of $142,000. (Id.) On August 26, 2014, QURE sued in the Superior Court for the State of
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California, for Marin County for breach of contract to recover the $142,000 unpaid by Vermillion.
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(Id.) On September 25, 2014, Vermillion filed its answer in the state case. (Id.) On September 26,
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2014, Vermillion filed a notice of removal to federal court claiming diversity jurisdiction. (Notice
of Removal, ECF No. 1.) At the initial case management conference, the court set March 9, 2015 as
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For the Northern District of California
United States District Court
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the deadline to seek leave to amend the pleadings. (Order, ECF No. 18.) On March 9, 2015, the day
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of the deadline, Vermillion moved for leave to file a first amended answer to add affirmative
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defenses and counterclaims against QURE. (Motion, ECF No. 22.)
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DISCUSSION
I. LEGAL STANDARD
Under Federal Rule of Civil Procedure 15(a), leave to amend “shall be freely given when justice
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so requires.” Fed. R. Civ. P. 15(a); see Sonoma Cnty. Ass’n of Retired Employees v. Sonoma Cnty.,
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708 F.3d 1109, 1118 (9th Cir. 2013). Because “Rule 15 favors a liberal policy towards amendment,
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the nonmoving party bears the burden of demonstrating why leave to amend should not be granted.”
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Genentech, Inc. v. Abbott Laboratories, 127 F.R.D. 529, 530–31 (N.D. Cal. 1989) (citation omitted).
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Courts generally consider five factors when assessing the propriety of a motion for leave to amend:
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(1) undue delay, (2) bad faith, (3) futility of amendment, (4) prejudice to the opposing party, and (5)
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whether the party has previously amended the pleadings. Ahlmeyer v. Nev. Sys. of Higher Educ.,
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555 F.3d 1051, 1055 (9th Cir. 2009).
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II. APPLICATION
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Vermillion seeks leave to amend its answer in order to add two affirmative defenses for offset
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and recoupment, and bring a counterclaim alleging causes of action for breach of contract and a
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common count for money had and received. (Motion, ECF No. 22-1 at 5.) Vermillion argues that
CV14-04363 LB
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the amendment will not prejudice QURE because the proposed counterclaim “does not broaden the
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scope of this action in any way, the basic question in both the complaint and proposed Counterclaim
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is if QURE was damaged by Vermillion’s termination of the contract.” (Id.) Additionally, the
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counterclaim arises from identical facts and no additional discovery will be required. (Id. at 7.)
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To meet its burden as the nonmoving party, QURE merely points to the fact that Vermillion
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waited seven months to file these counterclaims and that they should have known about their
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potential claims earlier because “this is not a complex case . . . .” (Opposition, ECF No. 23 at 2.)
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QURE also makes a number of conclusory accusations that these counterclaims are only meant to
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“delay and deflect.” (Id.)
Vermillion’s motion was timely filed within the window established by the court to amend the
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For the Northern District of California
United States District Court
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pleadings and therefore this court must apply the very liberal standard under Rule 15. Based on
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Vermilion’s uncontroverted statements, the counterclaims it proposes will not require any additional
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discovery or fact-finding. QURE, also, has not met its burden to show prejudice. For these reasons
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the court grants Vermillion’s motion to file a first amended answer with affirmative defenses and
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counterclaims.
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CONCLUSION
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For the foregoing reasons the court GRANTS Vermillion’s motion for leave to file its first
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amended answer. It shall do so as a separate docket entry by April 10, 2015.
IT IS SO ORDERED.
Dated: April 3, 2015
__________________________
LAUREL BEELER
United States Magistrate Judge
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CV14-04363 LB
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