Winklevoss Consultants, Inc v. CVS Pharmacy, Inc.

Filing 61

ORDER granting 49 Motion to Amend/Correct. Signed by Judge Stefan R. Underhill on 6/4/2013. (Carter, J.)

UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT

WINKLEVOSS CONSULTANTS, INC.,
Plaintiff,
v.

No. 3:12-cv-471 (SRU)

CVS PHARMACY, INC.,
Defendant.

RULING ON DEFENDANT’S MOTION FOR LEAVE TO AMEND ANSWER
AND COUNTERCLAIMS
Plaintiff Winklevoss Consultants, Inc. (“WCI”) brought this breach of contract action
against defendant CVS Pharmacy, Inc. (“CVS”) alleging that CVS improperly repudiated a
written client-services agreement between the parties by failing to comply with the agreement’s
cancellation provision. CVS answered the complaint and counterclaimed for breach of contract
and negligence. CVS now moves for leave to amend to assert an additional counterclaim for
breach of fiduciary duty based on certain newly-revealed facts uncovered during discovery. For
the reasons that follow, CVS’s motion (doc. # 49) is GRANTED.
Rule 15(a) of the Federal Rules of Civil Procedure provides that courts should “freely
give leave” to amend “when justice so requires.” Fed. R. Civ. P. 15(a)(2). Under this liberal
standard, courts generally allow a party to amend its pleadings unless there has been “undue
delay, bad 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 the amendment, [or] futility of amendment, etc.’” Ruotolo v. City of New York, 514
F.3d 184, 191 (2d Cir. 2008) (quoting Foman v. Davis, 371 U.S. 178, 182 (1962)); see also
Block v. First Blood Assoc., 988 F.2d 344, 350 (2d Cir. 1993) (“The rule in this Circuit has been

to allow a party to amend its pleadings in the absence of a showing by the nonmovant of
prejudice or bad faith.”).
Here, CVS’s proposed amendment satisfies the above standards. Although there has
been some delay, this case is still in its early stages, and, in any event, CVS has offered a
satisfactory explanation for the belated filing: the factual premise for its proposed breach of
fiduciary duty counterclaim was only recently uncovered during discovery. CVS acted in good
faith and with reasonable promptness once the grounds for that claim were made known.
WCI argues, however, that the amendment should be denied on grounds of futility and
because the proposed counterclaim will expand the scope of discovery, resulting in undue
prejudice. Neither argument has merit.
WCI’s futility arguments are largely predicated on extrinsic documents, testimony and
facts culled from discovery. In assessing futility under Rule 15(a), however, the court’s inquiry
is limited to the allegations contained in the pleadings, which must be assumed true at this stage
of the litigation. See A. ex rel. A. v. Hartford Bd. of Educ., No. 3:11-cv-1381(CSH), 2012 WL
3887020, at *4 (D. Conn. Sept. 6, 2012) (“[T]he Court cannot consider facts outside the
pleadings in considering the futility of an amendment.”). The arguments WCI raises here are
better suited for the summary judgment stage, and must be rejected at this time as premature.
Moreover, the fact that additional discovery may be needed on CVS’s proposed
counterclaim is not, in itself, grounds for denying leave to amend. See Pasternack v. Laboratory
Corp. of Am., 892 F. Supp. 2d 540, 550 (S.D.N.Y. 2012) (“[T]he adverse party’s burden of
undertaking discovery, standing alone, does not suffice to warrant denial of a motion to amend a
pleading[.]”) (internal quotation omitted). While additional discovery may result in some

2

inconvenience and additional expense, WCI has failed to demonstrate that any undue prejudice
would result from the allowance of CVS’s amended counterclaim.
For these reasons, CVS’s motion for leave to amend (doc. # 49) is GRANTED.
It is so ordered.
Dated at Bridgeport, Connecticut this 4th day of June 2013.

/s/ Stefan R. Underhill
Stefan R. Underhill
United States District Judge

3