Robinson Mechanical Contractors, Inc. d/b/a Robinson Construction Company v. PTC Group Holdings Corp.

Filing 65

MEMORANDUM AND ORDER: IT IS HEREBY ORDERED that plaintiff's motion for leave to file its Second Amended Complaint is GRANTED. Signed by District Judge Stephen N. Limbaugh, Jr on 1/27/2017. (JMC)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
SOUTHEASTERN DIVISION
ROBINSON MECHANICAL CONTRACTORS
INC. d/b/a ROBINSON CONSTRUCTION
COMPANY,
Plaintiff,
v.
PTC GROUP HOLDING CORP.,
Defendant.

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Case No. 1:15CV77 SNLJ

MEMORANDUM AND ORDER
Plaintiff Robinson Mechanical Contractors Inc. d/b/a Robinson Construction
Company (“Robinson”) filed this lawsuit against defendant PTC Group Holdings Corp.
(“PTC Group”) on March 5, 2015. Plaintiff performed extensive construction work at
PTC Group’s subsidiary’s steel tubing manufacturing plant in Hopkinsville, Kentucky,
pursuant to a contract between plaintiff and the PTC Group subsidiary, PTC Seamless.
When the PTC Group subsidiary --- PTC Seamless --- fell behind on paying its invoices
from plaintiff, PTC Group stepped in and made some payments pursuant to a new letter
agreement between PTC Group and plaintiff dated December 2014. Ultimately, plaintiff
found itself owed $14.8 million for labor and materials that it and its subcontractors had
furnished for the construction project. Despite the fact that plaintiff had a contract with
the PTC Group subsidiary --- PTC Seamless --- plaintiff filed this lawsuit against PTC
Group on the basis of that 2014 letter agreement between PTC Group and plaintiff.

PTC Group moved to dismiss (1) for failure to name Seamless as a defendant, and
(2) for failure to state a claim. This Court held that Seamless was not a necessary party in
light of the fact that plaintiff based its claims on the 2014 Letter Agreement, to which
Seamless was not a party. On March 31, 2016, the Court dismissed plaintiff’s claims for
breach of contract, breach of duty of good faith and fair dealing, and quantum meruit.
(#27.) Defendant’s motion was denied as to plaintiff’s claims for fraudulent
misrepresentation, negligent misrepresentation, and promissory estoppel. (Id.)
The parties have since engaged in discovery. The Case Management Order set a
deadline for amendment of pleadings and joinder of additional parties of September 30,
2016. (#33.) Due to ongoing depositions, plaintiff requested and received an extension
of time for that deadline to October 31, 2016. (#38.) Plaintiff filed a motion to file a
Second Amended Complaint on October 31, seeking to add Seamless as a defendant, to
add a new count to pierce the corporate veil between Seamless and PTC Group, and to
reassert counts previously dismissed based upon new allegations in light of facts
discovered since the filing of the First Amended Complaint. (#40.) Defendant PTC
Group opposes the motion.
Federal Rule of Civil Procedure 15(a) provides that the district court should freely
give leave to a party to amend its pleadings when justice so requires. See Popoalii v.
Corr. Med. Services, 512 F.3d 488, 497 (8th Cir. 2008). Such a motion to amend should
be denied when “such amendment would unduly prejudice the non-moving party or
would be futile.” Id.

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PTC Group argues that adding Seamless as a defendant would be futile because
Seamless, after going through bankruptcy, has dissolved. In fact, Seamless may still be
sued under Delaware law, 8 Del. C. § 278, and it is clear that plaintiff intends to pursue
veil-piercing and alter-ego theories with respect to Seamless and PTC Group. Adding
Seamless is therefore not futile. PTC Group argued in their motion to dismiss that
Seamless was a necessary and indispensable party, so PTC Group is hard-pressed to
object to joinder now. The Court grants leave to plaintiff to add Seamless as a party.
The bulk of the parties’ briefing pertains to plaintiff’s reassertion of Counts I, II,
and VI --- breach of contract, breach of the covenant of good faith and fair dealing, and
quantum meruit/unjust enrichment --- all of which were previously dismissed by this
Court as to PTC Group. Plaintiff now names both Seamless and PTC Group to those
counts in the Second Amended Complaint.
PTC Group argues that plaintiff’s motion for leave is in fact a motion for
reconsideration of this Court’s March 31 order in disguise. Although plaintiff does not
specifically invoke Federal Rule of Civil Procedure 54(b), which governs motions for
reconsideration under these circumstances, plaintiff asserts that the Court “has the
inherent power to reconsider and modify and interlocutory order any time prior to the
entry of judgment.” K.C.1986 Ltd. P'ship v. Reade Mfg., 472 F.3d 1009, 1017 (8th Cir.
2007); see #43 at 6. Plaintiff acknowledges that the Court’s March 31, 2016 order stated
that “the only payment defendant agreed to make was for the outstanding balance owed
by Seamless to plaintiff for work billed in October and November by January 2, 2015.”
(#27 at 13.) Contrary to the Court’s interpretation of the 2014 letter agreement, plaintiff
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explains that recent deposition testimony establishes that PTC Group’s then-CEO
interpreted the letter agreement as promising that PTC Group would pay for the work that
Robinson would do in the future --- not just the outstanding balance owed by Seamless
for work already billed.
Plaintiff thus seeks leave to reassert the claims for breach of contract, breach of
the covenant of good faith and fair dealing, and quantum meruit/unjust enrichment based
on the 2014 letter agreement and the additional evidence produced during discovery.
Defendant characterizes plaintiff’s argument as new legal interpretation that
should have been presented in opposition to defendant’s motion to dismiss. The Court
disagrees. Plaintiff made similar arguments in opposition to the motion to dismiss, but
plaintiff’s motion to amend is based upon evidence uncovered during discovery.
Defendant argues that the PTC Group CEO’s testimony is “heavily truncated” and
“divorced from its context.” (#51 at 11.) But defendant did not offer any additional
deposition transcript pages or explanation other than to say that the CEO’s testimony
referred to “method of payment for the outstanding balance” and did not “show or imply
a guaranty by PTC to pay for Seamless.” (#51 at 12.) The Court disagrees. The
deposition testimony is clear:
Q:

And -- and the payments we’re talking about are payments for the
work that Robinson is going to be doing, right?

A:

Or as done.

Q:

Or has done?

A:

Um-hmm.

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Q:

Either way?

A:

Um-hmm.

Although the parties further argue regarding whether the 2014 letter agreement is
ambiguous, the Court need not resolve those matters as part of plaintiff’s motion for
leave. Defendant maintains that plaintiff cannot overcome the standards of Rule 54(b),
but the Court has “substantial discretion” in these matters. See Smith v. Grifols USA,
LLC, 4:15CV00431 ERW, 2016 WL 4073672, at *2 (E.D. Mo. Aug. 1, 2016); see also
Woods v. DaimlerChrysler, Corp., 4:02CV834CDP, 2003 WL 24196898, at *4 (E.D. Mo.
Dec. 2, 2003). Plaintiff’s request for leave to amend is well-taken and timely --- indeed,
Case Management Orders provide time for parties to amend pleadings for circumstances
such as these.
Plaintiff’s timely motion for leave to amend its complaint will be granted.
Accordingly,
IT IS HEREBY ORDERED that plaintiff’s motion for leave to file its Second
Amended Complaint is GRANTED.

Dated this 27th day of January, 2017.

___________________________________
STEPHEN N. LIMBAUGH, JR.
UNITED STATES DISTRICT JUDGE

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