Bridgestone Americas, Inc. v. International Business Machines Corporation
Filing
402
MEMORANDUM OPINION OF THE COURT. Signed by Chief Judge Kevin H. Sharp on 6/10/16. (DOCKET TEXT SUMMARY ONLY-ATTORNEYS MUST OPEN THE PDF AND READ THE ORDER.)(am)
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
BRIDGESTONE AMERICA’S, INC.,
Plaintiff,
v.
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
Defendant.
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No. 3:13-cv-01196
Judge Sharp
Magistrate Judge Brown
MEMORANDUM
Plaintiff Bridgestone America’s, Inc. (“Plaintiff” or “BSAM”) filed a Motion to Amend
Complaint and Join Party Plaintiff (Docket Entry No. 363), to which Defendant International
Business Machines Corporation (“Defendant” or “IBM”) filed a response (Docket Entry No.
370) and Plaintiff filed a reply (Docket Entry No. 387).1 For the reasons discussed herein, the
Court will deny Plaintiff’s motion.
RELEVANT PROCEDURAL HISTORY
Pending before the Court is Plaintiff’s second motion to amend its Complaint. In this
motion, Plaintiff requests leave to amend its First Amended Complaint to “(1) plead additional
facts regarding BATO’s remaining non-contract claims and damages; and (2) join BATO as a
party Plaintiff.” (Docket Entry No. 363 at 1). Moreover, Plaintiff asks this Court to add new
entries to the lists of contracts in dispute.
Plaintiff filed its initial Complaint over two years ago October 2013. It included a
single plaintiff, BSAM, which purported to bring claims assigned to it by two of its subsidiaries,
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BSAM also filed a surreply. See (Docket Entry No. 397).
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Bridgestone Retail Operations, LLC (“BSRO”)2 and Bridgestone Americas Tire Operations,
LLC (“BATO”). As to BATO, Plaintiff stated “[u]less otherwise expressly stated, facts asserted
on behalf of BSAM include all relevant aspects of rights and claims of BATO . . .” (Docket
Entry No. 1, Initial Complaint, ¶21). Accordingly, Defendant moved to dismiss the assigned
claims in January 2014, arguing even assuming the validity of those claims, the Complaint did
not adequately allege that BATO had any claims to assign. (Docket Entry No. 42 at 21).
Over a year passed, and in April 2015, Plaintiff moved for leave to amend its Complaint.
(Docket Entry No. 131) The Court granted the request. (Docket Entry No. 136). Plaintiff made
no attempt to add BATO as a party or correct any alleged deficiencies addressed by Defendant in
the earlier motion to dismiss. Thereafter, Defendant filed a renewed motion to dismiss in May
2015, and maintained that the claims Plaintiff purported to bring on behalf of BATO should be
dismissed. (Docket Entry No. 143).
In March 2016, the Court ruled on Defendant’s renewed motion to dismiss. As to BATO,
the Court concluded,
Construing the allegations in the light most favorable to Plaintiff, the Court finds
that Plaintiff has pleaded enough factual matter to allege that BATO was a thirdparty beneficiary of the contract and as such, BATO’s breach of contract claim
will survive for the reasons discussed supra3 as to BSAM’s breach of contract
claim.
The foregoing rulings may be revisited in the context of a motion for summary
judgment after the factual record has been developed. But for now, however, the
Court finds that Plaintiff has alleged sufficient facts to make each of its legal
2
The claims related to BSRO were removed by the First Amended Complaint. See (Docket Entry No.
138, Amended Complaint).
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With regard to Plaintiff’s breach of contract claim, the Court ruled that “Plaintiff has adequately pled a
claim for breach of contract at this stage in the litigation. Plaintiff directly alleges the existence of valid
contracts (which are attached as exhibits to the Complaint) with IBM, adequately alleges nonperformance, and directly alleges damages as a result of IBM’s breach. The Court finds that Plaintiff has
fulfilled the pleadings requirement for its breach of contract claim. Accordingly, the Court will not
dismiss Plaintiff’s breach of contract claim (Count VI).” (Docket Entry No. 352 at 21).
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claims plausible with the exception of its claim for constructive fraud and
BATO’s non-contract claims.
(Docket Entry No. 352 at 24). The Court added that “Plaintiff has failed to sufficiently plead
facts regarding the non-contract claims (Counts I-V); therefore, those claims will be dismissed as
to BATO.” (Id. at fn 9).
ANALYSIS
Federal Rule of Civil Procedure 15(a) governs amending pleadings before trial. A party
may amend a pleading once as a matter of course either (a) within twenty-one days after serving
it, or (b) if the pleading is one to which a responsive pleading is required, within twenty-one days
after service of a responsive pleading or twenty-one days after service of a motion under Rule
12(b), (e) or (f), whichever is earlier. Fed. R. Civ. P. 15(a)(1). In all other cases, a party may
only amend a pleading by obtaining the opposing party’s written consent or receiving leave of
the court. Fed. R. Civ. P. 15(a)(2). Where it is requested, the court should “freely” give leave
when justice so requires. Foman v. Davis, 371 U.S. 178, 230 (1962).
However, a motion to amend may be denied where there is “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, futility of amendment, etc.” Riverview Health Institute LLC v. Medical Mutual of
Ohio, 601 F.3d 505, 520 (6th Cir. 2010) (quoting Foman, 371 U.S. at 182). “A proposed
amendment is futile if the amendment could not withstand a Rule 12(b)(6) motion to dismiss.”
Rose v. Hartford Underwriters Ins. Co., 203 F.3d 417, 420 (6th Cir. 2000) (citing Thiokol Corp.
v. Dep’t of Treasury, St. of Mich., Revenue Div., 987 F.2d 376, 382–83 (6th Cir. 1993)).
Plaintiff seeks to “(1) add nine brief sub-paragraphs pleading its non-contract claims and
describing its claims and damages as to BATO with greater particularity; and (2) add BATO as
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an additional party Plaintiff.” (Docket Entry No. 363 at 2) (emphasis in original). Plaintiff
additionally asks this Court to add new entries to the lists of contracts in dispute.
Defendant contends “BSAM’s extraordinary requests should be denied.” (Docket Entry
No. 370 at 1-2). Defendant argues that although Plaintiff has amended its Complaint previously,
“[n]owyears into the case and more than 27 months after [IBM] filed the motion to dismiss that
raised the very pleading defects that BSAM now seeks to cureBSAM wants to amend again.”
(Id.). IBM further contends,
First, the Court has already dismissed all non-contract claims as to BATO, and
under Sixth Circuit law, a dismissal that does not specify that it is without
prejudice is presumed to be with prejudice; thus, those claims are dead no matter
who brings them.4 Second, even if they had been dismissed without prejudice, the
noncontract claims as to BATO would be futile because the new complaint would
still not survive a motion to dismiss. Third, BATO purports to have assigned all
of its claims to BSAM, which means it has no claims, is not a real party in interest
and, therefore, cannot be a plaintiff. Fourth, BATO could have been added and
the new allegations could have been included in the complaint years ago (as
nothing has changed) and adding them now after this delay would unduly
prejudice IBM. Fifth, the new contracts constitute whole new subject areas that
have not been the subject of dispute; they should not be added without
justification this late into discovery. Sixth, in any case, claims regarding the new
contracts could not withstand a motion to dismiss and are, thus, futile.
(Id.).
Plaintiff’s problem is that its attempt to file another amended complaint does not seek to
add anything new nothing it did not already know at the beginning of this litigation. And
Plaintiff has already amended its pleadings once without mentioning the facts and theory
underlying this latest proposed amendment. “When amendment is sought at a late stage in the
litigation, there is an increased burden to show justification for failing to move earlier.” Wade v.
4
Dismissal of the claims were with prejudice. See Fed. R. Civ. P. 41(b) (“Unless the court in its Order for
dismissal otherwise specifies, a dismissal under this subdivision and any dismissal not provided for in this
rule . . . operates as an adjudication upon the merits.”).
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Knoxville Utils. Bd., 259 F.3d 452, 459 (6th Cir. 2001).5 Plaintiff has failed to carry this burden.
Here, Plaintiff cannot adequately explain its delay in adding BATO as a party, bringing the new
claims on behalf of BATO, and adding new entries to the lists of contracts in dispute, at this
stage of the litigation indeed, the basis for bringing these claims existed at the beginning of the
lawsuit. If fact, Plaintiff offers no explanation in its motion as to why it waited until now over
two years later, to seek amendment of the Complaint for the second time. The Court finds
Plaintiff has not met its burden under Rule 15(a)(2) by providing justification for its failure to
amend the complaint at an earlier stage in the litigation.
Moreover, granting the motion would result in undue prejudice to Defendant. Prejudice
exists if the proposed amendment would “require the opponent to expend significant additional
resources to conduct discovery and prepare for trial; significantly delay the resolution of the
dispute; or prevent the plaintiff from bringing a timely action in another jurisdiction.” Phelps v.
McClellan, 30 F.3d 658, 662-663 (6th Cir. 1994) (citing Forman v. Davis, 371 U.S. 178, 182, 83
S.Ct. 227, 9 L.Ed.2d 222 (1962)). As Defendant points out, it appears Plaintiff simply waited for
ruling on its motion to dismiss to correct a pleading defect. Defendant argues not only would the
addition of “allegations to support its non-contract claims as to BATO and, separately, adding
BATO itself” be prejudicial, but the same holds true for the additional contracts Plaintiff seeks to
add. (Docket Entry No. 370 at 12-13). Defendant contends,
Bridgestone was well aware of these contracts in November 2013. It does not and
cannot explain why it waited two and a half years before amending or why it did
not include them, at the very latest, in its May 2015 amendment. Nor does BSAM
say why it allowed the parties to spend years negotiating search terms, serving
and responding to interrogatories, serving and responding to requests for
production, serving and responding to requests for admission, identifying
custodians, selecting deponents, taking depositions and engaging in a number of
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While delay should not be the only reason for denying an amendment to a pleading, it can be considered
by the Court. Id. at 458.
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other discovery tasks—all under the impression that these contracts and
corresponding projects were not in dispute.
Adding these new contracts now would unduly prejudice IBM.
(Id.). It cannot reasonably be said that allowing these amendments would not be prejudicial to
Defendant. Because of Plaintiff’s unexplained delay in filing the motion to amend and because
allowing it to amend will be prejudicial to Defendant, the Court finds that Plaintiff has not
demonstrated good cause. Accordingly, the motion will be denied.
CONCLUSION
For all of the reasons stated, Plaintiff’s Motion to Amend Complaint and Join Party
Plaintiff (Docket Entry No. 363) will be denied.
An appropriate Order will be entered.
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KEVIN H. SHARP
UNITED STATES DISTRICT JUDGE
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