United States District Court, E.D. Tennessee, Chattanooga
R&B DELIVERY, INC., and TAYLORMAC ENTERPRISES, INC., Plaintiffs,
FEDEX GROUND PACKAGE SYSTEM, INC., SUMMIT LOGISTICS, INC., and BLAKE FREEMAN, Defendants.
K. LEE UNITED STATES MAGISTRATE JUDGE
the Court are a motion to amend complaint [Doc. 26] and a
motion to amend scheduling order [Doc. 27] filed by
Plaintiffs R&B Delivery, Inc. and TaylorMac Enterprises,
Inc. (“RDI, ” “TEI, ” and collectively,
“Plaintiffs”). Defendant FedEx Ground Package
System, Inc. (“FXG”) filed a response in
opposition [Doc. 30] to the motion to amend complaint, and
Plaintiffs filed a reply in support [Doc. 31]. None of the
defendants filed a response to Plaintiffs' motion to
amend scheduling order, and the time for doing so has passed.
These matters are now ripe.
case arises from a dispute over contracts among package
pickup and delivery carriers. The following is a summary of
Plaintiffs' allegations. According to the original
complaint, Plaintiffs each had agreements with FXG, wherein
Plaintiffs delivered packages for FXG along specific routes
[Doc. 1-2 at Page ID # 11]. Plaintiffs planned to sell their
contracts/routes to a third party, Lakeshore Logistics, Inc.
(“LLI”), in transactions that required the
approval or cooperation of FXG. Plaintiffs were allegedly
informed by a representative at FXG, Tommy Wheeler, that the
sale to LLI would not be a problem [id. at Page ID #
12]. At the time, RDI's contract with FXG (referred to as
an Independent Service Provider Agreement, or “ISP
Agreement”) was set to expire within a few months, and
it appears the plan was for RDI to renew its contract with
FXG, and then execute the sale to LLI. At some point prior to
that time, however, FXG informed RDI that RDI's routes
would be opened up to other carriers for bidding. Although
FXG allegedly assured RDI that no other carriers would
actually bid on the routes, another carrier (Defendant Summit
Logistics, Inc., “SLI”) did bid, and was
eventually awarded a contract for the routes. This of course
caused the sale of the routes by RDI to LLI to be cancelled;
SLI later sold the routes to LLI [id. at Page ID #
TEI's agreement with FXG (referred to as a Linehaul
Agreement), TEI was required to get FXG's approval before
selling its routes to a third party. Twice, TEI requested
FXG's approval to sell its routes to LLI, but FXG refused
both times, allegedly without giving a reason [id.
at Page ID # 15].
originally asserted claims for fraudulent misrepresentation
and tortious interference with business relationships against
FXG, and claims for tortious interference with contract and
civil conspiracy against FXG, Summit, and Blake Freeman (an
employee of SLI). Plaintiffs now seek to amend their
complaint to add two new defendants, Ashley Freeman and
Brandon Freeman (also employees of SLI), and to request
punitive damages on several of their claims. They also seek
to add a count (Count V) against FXG, Summit, and “the
Freemans” for violations of Tennessee Code Annotated
§ 47-50-109, which prohibits the inducement of breach of
Motion to Amend Scheduling Order [Doc. 27]
their motion to amend the scheduling order, Plaintiffs
explain that FXG and SLI “requested multiple extensions
on discovery, ” and Plaintiffs agreed to the extensions
[Doc. 27 at Page ID # 370]. Plaintiffs state that they have
received these defendants' interrogatory responses, but
FXG and SLI had still not responded to Plaintiffs'
requests for production of documents at the time of the
filing of the motions to amend [id.].
original scheduling order set a deadline for amending
pleadings and adding parties of April 10, 2018 [Doc. 20 at
Page ID # 314]. Plaintiffs complied with this deadline with
the filing of the instant motion to amend the complaint. They
nevertheless ask the Court to extend this deadline, “in
the event that new claims or parties to be added are
discovered in the documents to be produced by
Defendants.” [Doc. 27 at Page ID # 371]. They seem to
suggest an extension to May 15, 2018 [id.].
Federal Rule of Civil Procedure 16(b)(4), a scheduling order
may be modified “only for good cause.” “The
primary measure of Rule 16's ‘good cause'
standard is the moving party's diligence in attempting to
meet the case management order's requirements.”
Inge v. Rock Fin. Corp., 281 F.3d 613, 625 (6th Cir.
2002) (quoting Bradford v. DANA Corp., 249 F.3d 807,
809 (8th Cir. 2001)). “Another relevant consideration
is possible prejudice to the party opposing the
modification.” Id.; see also Moore v. Indus. Maint.
Serv. of Tenn., Inc., 570 Fed.Appx. 569, 577 (6th Cir.
no defendant has objected, the Court will deny the motion to
amend the scheduling order [Doc. 27]. As explained below, the
Court is granting Plaintiffs' motion to amend the
complaint, allowing them to add new parties, assert
additional claims, and seek new damages. If after reviewing
the documents they receive, Plaintiffs feel an additional
amendment is necessary, they may file a new motion to amend
and request an extension of the relevant deadlines at that
time, which the Court will consider in due course. The Court
will not amend the scheduling order to accommodate a
hypothetical proposed amendment. Plaintiffs have simply
failed to show good cause at this time.
Motion to Amend Complaint [Doc. 26]
of the Federal Rules of Civil Procedure directs that, where
an amendment is not made as a matter of course, “a
party may amend its pleading only with the opposing
party's written consent or the court's leave.”
Fed.R.Civ.P. 15(a)(2). “The court should freely give
leave when justice so requires.” Id. Factors
relevant in determining whether leave should be denied
include “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, [and]
futility of the amendment.” See Foman v.
Davis, 371 U.S. 178, 182 (1962); see also Leary v.
Daeschner, 349 F.3d 888, 905 (6th Cir. 2003). Although
leave to amend is ordinarily freely given under Federal Rule
of Civil Procedure 15, an amendment may be denied as futile
if the claim sought to be added “could not withstand a