CHUBB INA HOLDINGS INC. et al v. CHANG et al
Filing
112
OPINION filed. Signed by Judge Brian R. Martinotti on 11/21/2016. (mmh)
NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
____________________________________
:
CHUBB INA HOLDINGS INC. (f/k/a THE :
CHUBB CORPORATION) and FEDERAL :
INSURANCE COMPANY,
:
:
Civil Action No. 16-2354-BRM-DEA
Plaintiffs,
:
:
v.
:
:
MICHAEL CHANG, BENTLEY BETTS, :
and ENDURANCE SERVICES, LTD.,
:
:
OPINION
Defendants.
:
____________________________________:
MARTINOTTI, DISTRICT JUDGE
Before this Court is a Motion to Dismiss Plaintiffs’ Amended Complaint filed by
Defendants Michael Chang (“Chang”), Bentley Betts (“Betts”) and Endurance Services, Ltd.
(“Endurance Services”) (collectively, the “Defendants”). (Dkt. No. 31.) Plaintiffs Chubb INA
Holdings Inc. (f/k/a The Chubb Corporation) (“Chubb”) and Federal Insurance Company (“FIC”)
(together, the “Plaintiffs”) oppose the motion. (Dkt. No. 42.) Also before this Court is Plaintiffs’
Motion for Leave to File a Second Amended Complaint (Dkt. No. 37), which Defendants oppose.
(Dkt. No. 43.) 1 Pursuant to Fed. R. Civ. P. 78, no oral argument was heard. For the reasons set
1
Plaintiffs also seek leave to substitute a revised Second Amended Complaint for the proposed
Second Amended Complaint they initially submitted in connection with their Motion for Leave to
File a Second Amended Complaint. (Dkt. No. 82.) Defendants oppose Plaintiffs’ request to
“substitute” the operative pleading that is the subject of Plaintiffs’ pending motion. (Dkt. No. 89.)
1
forth herein, Defendants’ Motion to Dismiss is DENIED without prejudice, and Plaintiffs’ Motion
for Leave to File a Second Amended Complaint is GRANTED. 2
I.
BACKGROUND 3
A.
FACTUAL BACKGROUND
The pertinent facts, although hotly disputed by the parties, are relatively straightforward.
Plaintiffs allege defendants Chang and Endurance Services, together with proposed defendants
Endurance Specialty Holdings Ltd. (“Endurance Holdings”) and Endurance Reinsurance
Corporation of America (“Endurance Reinsurance,” together with Endurance Services and
Endurance Holdings, “Endurance”), enacted a scheme to create an instantly successful risk
management business by willfully and maliciously targeting and soliciting Chubb’s employees for
employment at Endurance. (PSAC at ¶ 1.)
Chang worked at Chubb for more than 19 years in Chubb’s Real Estate and Hospitality
Division, and is alleged to have indirectly coordinated Endurance’s recruitment of many key
employees of that division. (Id. at ¶ 2.) According to the PSAC, in the weeks after February 9,
2016, Chang began indirectly working with other employees of Endurance and/or an outside
search firm to coordinate a simultaneous lift out of a block of Chubb employees to create a
“turnkey” operation for Endurance. Fifteen (15) employees in Chubb’s Real Estate and Hospitality
2
Plaintiffs have also moved for preliminary injunction (Dkt. No. 54), which is fully-briefed and
was returnable on October 17, 2016. In light of the findings expressed in this Opinion, the Court
reserves decision on Plaintiffs’ motion for a preliminary injunction to allow Defendants an
opportunity to respond to Plaintiffs’ Second Amended Complaint. At this time, the Court simply
notes that, given the prospective injunction Plaintiffs seek (enjoining Chang “for one year from
entry of [an] Order” and enjoining Endurance “until further order of this Court”) and the
availability of money damages, Plaintiffs are unlikely to suffer any prejudice if the Court reserves
decision on this motion.
3
The facts set forth in this Opinion are taken from Plaintiffs’ revised Proposed Second Amended
Complaint (“PSAC”) (Dkt. No. 82), the parties’ briefs and related filings.
2
Division received employment offers from Endurance; all but three (3) employees accepted, and
Endurance subsequently hired twelve (12) former employees of Chubb (the “Former Chubb
Employees”). 4 (Id. at ¶¶ 3-4.) In doing so, Chang allegedly violated his post-employment
contractual obligations to Chubb. (Id. at ¶ 10.)
The PSAC alleges Chang and Endurance identified the Former Chubb Employees through
various means, including direct or indirect use of Chubb’s confidential information,
simultaneously delivered to each a written offer of employment “greatly in excess of market rates”
to pressure the Former Chubb Employees to make a decision in haste, and, ultimately, “caused the
Former Chubb Employees to notify Chubb of their resignations on the same day, Friday April 22,
2016” all in an effort “to cripple Chubb’s business operations in the Real Estate and Hospitality
Division.” (PSAC at ¶¶ 5-7.) “Specifically, because of these resignations, Chubb would lose 40%
of the senior management of Chub’s Real Estate and Hospitality Division in one day … [and]
ensured that their departures were coordinated so as to exact maximum harm to Chubb’s
relationships” with various accounts serviced by Chubb. (Id. at ¶ 7.)
The PSAC asserts several Former Chubb Employees – specifically including, but not
limited to, Chang, Betts, and Dubrovich – accessed and removed from Chubb’s computer systems
confidential business records of Chubb “on a massive scale through multiple mediums.” (PSAC at
¶ 8.) Allegedly, “[t]hese employees never acknowledged possession of these Chubb confidential
materials or sought to return them, in clear contravention of Chubb’s express written policies…”
(Id.)
4
The Former Chubb Employees include, among others, defendants Chang and Betts and proposed
defendant Daryl Dubrovich (“Dubrovich”). (PSAC at ¶¶ 3-4, 14-15.)
3
In short, Plaintiffs allege Chang, aided and abetted by and acting as agent for Endurance,
violated his contractual and legal obligations to Chubb, including, among others, not to use or
disclose Chubb’s confidential information and to refrain from soliciting, recruiting, or taking
actions to solicit or recruit Chubb’s employees to work for a competitor (i.e., Endurance).
B.
PROCEDURAL BACKGROUND
On April 26, 2016, Plaintiffs filed a Complaint against defendants Chang, Betts and
Endurance Services. (Dkt. No. 1.) Plaintiffs filed an Amended Complaint on May 3, 2016,
pursuant to Fed. R. Civ. P. 15(a)(1). (Dkt. No. 7.) The Amended Complaint removed an allegation
of diversity of citizenship and reflected additional facts purportedly learned during the course of
Plaintiffs’ ongoing investigation and the limited discovery exchanged between the parties. (Id.)
After Plaintiffs filed their Amended Complaint, on May 11, 2016, the Defend Trade Secrets
Act (“DTSA”) was signed into law. (Dkt. No. 31-1 at 1.) By letter dated May 16, 2016, Plaintiffs’
counsel advised Defendants of their intent to amend the Amended Complaint to assert claims under
the DTSA. (Id. at 2.)
On May 20, 2016, Defendants moved to dismiss the Amended Complaint, pursuant to Fed.
R. Civ. P. 12(b)(1) and (6), arguing Plaintiffs failed to state a claim under the Computer Fraud and
Abuse Act (“CFAA”) and the Court should not retain jurisdiction over the remaining state law
claims. (Dkt. No. 31.)
Plaintiffs then sought Defendants’ counsel’s consent to file a proposed Second Amended
Complaint. The initial PSAC seeks to: (1) assert a new federal claim under the recently-enacted
DTSA; (2) amend certain allegations relating to Plaintiffs’ CFAA claim; and (3) add Dubrovich
as an additional defendant. (Dkt. No. 37-1.) Defendants’ counsel apparently did not consent to the
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filing and, accordingly, Plaintiffs moved for leave to file a Second Amended Complaint. (Dkt. No.
37.) 5
After Plaintiffs’ Motion for Leave to Amend was fully-briefed, by letter dated September
16, 2016 (Dkt. No. 82), Plaintiffs submitted a revised PSAC and requested it be considered in lieu
of the pleading previously submitted in connection with Plaintiffs’ motion. In addition to the
amendments set forth in the initial PSAC, the revised PSAC seeks to add Endurance Holdings and
Endurance Reinsurance as defendants, based upon Endurance’s recent filings in a related action
Endurance filed against Chubb in the Supreme Court of New York, Index No. 653627/2016 (the
“New York Action”). (See Dkt. No. 82.) Specifically, “Chubb seeks to add Endurance Holdings
and Endurance Reinsurance as defendants in order to: (1) assert its claims against the proper
Endurance corporate entities responsible for Chubb’s harm; and (2) put an end to Endurance’s
procedural gamesmanship…” (Id.) Defendants oppose Chubb’s request to “substitute” the revised
PSAC on the grounds that “Chubb’s request [i]s inconsistent with the Federal Rules of Civil
Procedure and prejudicial to both Defendants and the Court.” (Dkt. No. 89 at 1.)
5
In the ensuing months, Magistrate Judge Douglas E. Arpert conducted several conferences with
the parties to address issues relating to expedited discovery and in an effort to broker a settlement.
In furtherance of that goal, on August 2, 2016, Magistrate Judge Arpert entered an Order
terminating without prejudice Defendants’ Motion to Dismiss (Dkt. No. 31), Plaintiffs’ Motion for
Leave to Amend (Dkt. No. 37), and Plaintiffs’ Motion for a Preliminary Injunction (Dkt. No. 53)
to allow the parties to discuss a potential settlement. (Dkt. No. 67.) That Order expressly states
that “[n]o additional filings related to any of these Motions shall be made pending reinstatement.”
(Id.) When attempts at settlement proved unsuccessful, on September 12, 2016, Magistrate Judge
Arpert issued a Letter Order approving a supplemental briefing schedule and reinstating the
parties’ various motions. (Dkt. No. 75.) After this case was reassigned, this Court, with Magistrate
Judge Arpert’s assistance, held additional settlement conferences on October 7, 2016 and October
26, 2016. Despite these efforts, no settlement was reached.
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II.
LEGAL STANDARDS
Federal Rule of Civil Procedure 15(a) governs requests for leave to amend, allowing a party
to amend its pleadings after obtaining the Court's leave or the written consent of its adversary.
Under this liberal rule, the Court must “freely give leave when justice so requires.” Fed. R. Civ. P.
15(a)(2); see also Wright & Miller section 1484, at 676 (“Subdivision a(2) encourages the court
to look favorably on requests to amend.”). This lenient standard ensures that “a particular claim
will be decided on the merits rather than on technicalities.” Dole v. Arco Chem. Co., 921 F.2d 484,
487 (3d Cir. 1990) (internal citation omitted); see also Sabatino v. Union Twp., 2013 WL 1622306,
at *6 (D.N.J. 2013) (internal citation omitted) (discussing that “if the underlying facts relied upon
by a party might be a proper subject of relief, that party should have the opportunity to tests its
claims on the merits”).
The decision to grant or deny leave to amend under Rule 15(a) is “committed to the sound
discretion of the court.” Arab African Int'l Bank v. Epstein, 10 F.3d 168, 174 (3d Cir. 1993). While
courts have broad discretion to decide motions to amend, they must “heed Rule 15(a)’s mandate
that amendments are to be granted freely in the interests of justice.” Violas et al. v. General Motors
Corp., et al., 173 F.R.D. 389, 396 (D.N.J. 1997) (internal citations and quotations omitted). Stated
differently, in the absence of unfair prejudice, futility of amendment, undue delay, bad faith, or
dilatory motive, the court must grant a request for leave to amend. Grayson v. Mayview State
Hosp., 292 F.3d 103, 108 (3d Cir. 2002); see also Arthur v. Maersk, Inc., 434 F.3d 196, 204 (3d
Cir. 2006) (explaining that, generally, leave to amend should be granted “unless equitable
considerations render it otherwise unjust”).
Here, the Defendants challenge Plaintiffs’ Motion for Leave to Amend on the grounds that
“the proposed second amended complaint should be denied as futile.” (Def. Br. at 1, Dkt. No. 43).
6
A proposed amendment “is futile if the amended complaint would not survive a motion to dismiss.”
Cnty. of Hudson v. Janiszewski, 351 F. App'x 662, 666 (3d Cir. 2009) (quoting Alvin v. Suzuki,
227 F.3d 107, 121 (3d Cir. 2000)); see also In re NAHC, Inc. Sec. Litig., 306 F.3d 1314, 1332 (3d
Cir. 2002) (“We have made it clear that an amendment would be futile when ‘the complaint, as
amended, would fail to state a claim upon which relief could be granted.’”) (internal citation
omitted). Therefore, “[t]he futility analysis on a motion to amend is essentially the same as a Rule
12(b)(6) motion.” Marjam Supply Co. v. Firestone Bldg. Pros. Co., LLC, 2014 WL 1343075, at
*3 (D.N.J. Apr. 4, 2014).
In deciding a motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6), a district court is
“required to accept as true all factual allegations in the complaint and draw all inferences in the
facts alleged in the light most favorable to the [Plaintiff].” Phillips v. Cnty. of Allegheny, 515 F.3d
224, 228 (3d Cir. 2008). “[A] complaint attacked by a . . . motion to dismiss does not need detailed
factual allegations.” Bell Atlantic v. Twombly, 550 U.S. 544, 555 (2007). However, the Plaintiff’s
“obligation to provide the ‘grounds’ of his ‘entitle[ment] to relief’ requires more than labels and
conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Id. (citing
Papasan v. Allain, 478 U.S. 265, 286 (1986)). A court is “not bound to accept as true a legal
conclusion couched as a factual allegation.” Papasan, 478 U.S. at 286. Instead, assuming the
factual allegations in the complaint are true, those “[f]actual allegations must be enough to raise a
right to relief above the speculative level.” Twombly, 550 U.S. at 555.
“To survive a motion to dismiss, a complaint must contain sufficient factual matter,
accepted as true, to ‘state a claim for relief that is plausible on its face.’” Ashcroft v. Iqbal, 556
U.S. 662, 678 (2009) (citing Twombly, 550 U.S. at 570). “A claim has facial plausibility when the
pleaded factual content allows the court to draw the reasonable inference that the defendant is
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liable for misconduct alleged.” Id. “Determining whether the allegations in a complaint are
plausible is a context-specific task that requires the reviewing court to draw on its judicial
experience and common sense.” Id. at 679.
Defendants bear the burden of establishing that Plaintiffs’ proposed amendments are futile
and, “given the liberal standard applied to the amendment of pleadings,” their burden is a “heavy”
one. Pharmaceutical Sales & Consulting Corp. v. J.W.S. Delavau Co., 106 F.Supp.2d 761, 764
(D.N.J. 2000); accord Marjam. 2014 WL 1343075, at *3. Indeed, “[i]f a proposed amendment is
not clearly futile, then denial of leave to amend is improper.” Schiano v. MBNA, 2013 WL
2452681, at *11 (D.N.J. Feb. 11, 2013) (emphasis in original) (citing 6 Wright, Miller & Kane,
FEDERAL PRACTICE AND PROCEDURE § 1487 (3d ed. 2012)). Against this backdrop, the
Court will consider Defendants’ challenges to Plaintiffs’ request for leave to amend.
III.
DECISION
There are two (2) proposed amendments at issue here. First, Plaintiffs seek to assert a new
federal claim under the DTSA, amend certain allegations relating to Plaintiffs’ CFAA claim, and
add Dubrovich as an additional defendant. (See Dkt. No. 37-2 (initial PSAC attached to Plaintiffs’
Motion for Leave).) Second, Plaintiffs seek to add Endurance Holdings and Endurance
Reinsurance as defendants and to assert claims against those parties. (See Dkt. No. 82 (revised
PSAC attached to Plaintiffs’ September 16, 2016 letter).) Defendants oppose both amendments.
(Dkt. Nos. 43, 89.)
With respect to Plaintiffs’ revised PSAC, Defendants oppose Plaintiffs’ “request to
substitute a ‘revised’ pleading into its pending motion for leave to amend,” arguing the addition
of Endurance Holdings and Endurance Reinsurance as parties could have been proposed sooner
and “proceeding in an irregular manner” would “result [in] needless confusion and aggravation”
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for the Court. (Dkt. No. 89 at 3.) The Court is not persuaded by either argument. Notwithstanding
the somewhat unconventional procedure employed, the Court finds that Plaintiffs did not exhibit
undue delay or dilatory motive in seeking leave to amend or requesting to substitute a revised
pleading into their pending motion.
Although delay alone is not sufficient to deny a request for leave to amend, Adams v. Gould
Inc., 739 F.2d 858, 868 (3d Cir. 1984), the moving party still “must demonstrate its delay in
seeking to amend is satisfactorily explained.” Harrison Beverage Co. v. Dribeck Importers, Inc.,
133 F.R.D. 463, 468 (D.N.J. 1990) (internal quotations omitted). Generally, courts will deny a
request for leave to amend only where the moving party’s delay becomes undue, such as when its
accommodation creates an “unwarranted burden on the court … [and] unfair burden on the
opposing party.” Adams, 739. F.2d at 868.
Here, Plaintiffs’ revised PSAC was submitted on September 16, 2016, less than four (4)
months after moving for leave to file a Second Amended Complaint, and less than five (5) months
after this case was initiated. Critically, during much of this time, Plaintiffs were expressly
prohibited from submitting the revised PSAC for the Court’s consideration and/or filing “a new
motion for leave to file a proposed third amended complaint,” as Defendants contend they should
have done. (See Dkt. No. 89 at 3.) Indeed, on August 2, 2016, Magistrate Judge Arpert terminated
without prejudice Plaintiffs’ Motion for Leave to Amend, among other motions, and Ordered that
“[n]o additional filings related to [this] Motion[] shall be made pending reinstatement.” (Dkt. No.
67.) 6 The motion were reinstated on September 12, 2016 and Plaintiffs submitted the revised PSAC
four (4) days later on September 16, 2016. Under these circumstances, it cannot be said that
Plaintiffs exhibited undue delay in seeking to amend.
6
See n.4, supra.
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Nor can it be said that Defendants will suffer prejudice if the amendment is allowed.
Prejudice is considered “undue” when it rises to such a level that the non-moving party would be
“unfairly disadvantaged or deprived of the opportunity to present facts or evidence.” Harrison
Beverage, 133 F.R.D. at 468 (internal quotations omitted). In evaluating the extent of any alleged
prejudice, the court looks to the hardship on the non-moving party if the amendment were granted.
Cureton v. NCAA, 252 F.3d 267, 273 (3d Cir. 2001). “Specifically, [courts] have considered
whether allowing an amendment would result in additional discovery, cost, and preparation to
defend against new facts or theories.” Id. The Third Circuit has stated that “prejudice to the nonmoving party is the touchstone for the denial of … amendment.” Cornell & Co. v. Occupational
Safety and Health Rev. Comm’n, 572 F.2d 820, 823 (3d Cir. 1978); see also Bechtel v. Robinson,
886 F.2d 644, 652 (3d Cir. 1989). Only minimal discovery has taken place to date and, vis-à-vis
the initial PSAC, the revised PSAC only seeks to add “corporate parents” as parties and not any
new claims or theories. Therefore, Defendants will suffer no prejudice, let alone “undue”
prejudice, if the amendment is allowed.
Because Plaintiffs did not unduly delay in submitting the revised PSAC and Defendants
would suffer no prejudice if that pleading is considered in connection with Plaintiffs’ Motion for
Leave to Amend, the Court will consider the revised PSAC as the operative pleading for purposes
of these motions. Cumulatively, Plaintiffs request leave to amend their pleading to add additional
factual allegations to support their claims under the CFAA, add claims under the newly-enacted
DTSA, and add Dubrovich, Endurance Holdings and Endurance Reinsurance as defendants. (Dkt.
Nos. 37, 82.) Defendants argue leave to amend should be denied on the grounds of futility. (Dkt.
No. 43.)
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An amendment to a complaint is considered futile if it would not survive a motion to
dismiss under Rule 12(b)(6). In re NAHC, Inc. Sec. Litig., 306 F.3d at 1332; Johnson v. Samuels,
2007 WL 1575076, at *3 (D.N.J. May 30, 2007); Janiszewski, 351 F. App’x. at 666. In determining
the futility of an amendment, the Court “applies the same standard of legal sufficiency as applies
under Rule 12(b)(6).” Medpointe Healthcare Inc. v. Hi-Tech Pharmacal Co., 380 F. Supp. 2d 457,
462 (D.N.J. 2005) (quoting In re Burling Coat Factory Sec. Litig., 114 F.3d 1410, 1434 (3d Cir.
1997)). Under this standard, the question before the Court is not whether the movant will ultimately
prevail, but whether the complaint sets forth “enough facts to state a claim to relief that is plausible
on its face.” Twombly, 550 U.S. at 570; Hishon v. King & Spalding, 467 U.S. 69, 73 (1984)
(explaining that a “court may dismiss a complaint only if it is clear that no relief could be granted
under any set of facts that could be proved consistent with the allegations”); Harrison Beverage,
133 F.R.D. at 468 (“Futility of amendment is shown when the claim or defense is not accompanied
by a showing of plausibility sufficient to present a triable issue.”).
The thrust of Defendants’ opposition to Plaintiffs’ motion for leave is that the additional
factual allegations Plaintiffs seek to add against Defendants are still conclusory and fail to rectify
the pleading deficiencies of the Amended Complaint. (Dkt. No. 43.) Therefore, Defendants argue,
Plaintiffs have failed to state a viable claim for relief in both the Amended Complaint and the
PSAC. (Id.; see also Dkt. Nos. 31, 47.)
Based on the nature of the futility analysis, Defendants’ arguments in opposition to the
motion to amend overlap significantly with the arguments made in support of their motion to
dismiss. The Court, in its discretion, will not consider these arguments in connection with its
review of the motion for leave to amend. See In re Aetna UCR Litig., 2015 WL 3970168 (D.N.J.
June 30, 2015). In the interests of judicial economy and in the absence of undue prejudice, the
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Court may decline to engage in a detailed futility analysis where the Court finds that these
arguments are better suited for consideration in the context of a motion to dismiss. See id., at *8;
Strategic Envtl. Partners, LLC v. Bucco, 2014 WL 3817295, at *2 (D.N.J. Aug. 1, 2014)
(preserving futility argument for anticipated motions to dismiss); Diversified Indus., Inc. v. Vinyl
Trends, Inc., 2014 WL 1767471, at *1 n.1 (D.N.J. May 1, 2014) (finding, “in the interest of judicial
economy and in the absence of prejudice,” that the amended counter-claim should be treated as
the operative pleading for the purposes of motion to dismiss despite the fact that the Court had not
yet granted leave to amend).
Here, the Court finds Plaintiffs did not exhibit undue delay, bad faith, or dilatory motive in
seeking leave to file a Second Amended Complaint. Indeed, Plaintiffs’ counsel advised Defendants
of their intention to assert claims under the DTSA within days of the law being enacted and based
on many of the same factual allegations already pled. The Court also finds Defendants will suffer
no prejudice if Plaintiffs are allowed to amend their pleading to add claims against Endurance
Holdings, Endurance Reinsurance and Dubrovich, as doing so would not result in any significant
“additional discovery, cost and preparation to defend against new facts or theories.” Cureton, 252
F.3d at 273. In the absence of unfair prejudice, futility of amendment, undue delay, bad faith, or
dilatory motive, the Court must grant a request for leave to amend. Grayson, 292 F.3d at 108. For
the reasons discussed above, the Court declines to engage in a detailed futility analysis at this time
and, finding all other factors weigh in favor of amendment, will “heed Rule 15(a)’s mandate that
amendments are to be granted freely in the interests of justice.” Violas, 173 F.R.D. at 396.
Accordingly, Plaintiffs’ motion for leave to amend the Complaint is GRANTED. (Dkt.
No. 37.) Defendants’ pending motion to dismiss is terminated as moot. (Dkt. No. 31.) Defendants
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may, however, renew their motion to dismiss following the filing of Plaintiffs’ Second Amended
Complaint.
IV.
CONCLUSION
For the reasons set forth above, Plaintiffs’ Motion for Leave to File a Second Amended
Complaint (Dkt. No. 37) is GRANTED. Plaintiffs shall file the proposed Second Amended
Complaint (Dkt. No. 82) within seven (7) days of this Order. The Clerk of Court is directed to
administratively terminate Defendants’ motion to dismiss. (Dkt. No. 31.) Defendants shall file a
response to the Second Amended Complaint within fourteen (14) days of its filing. An appropriate
Order will follow.
Date: November 21, 2016
/s/ Brian R. Martinotti___________
HON. BRIAN R. MARTINOTTI
UNITED STATES DISTRICT JUDGE
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