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R&B Delivery, Inc. v. Fedex Ground Package System, Inc.

United States District Court, E.D. Tennessee, Chattanooga

May 4, 2018

R&B DELIVERY, INC., and TAYLORMAC ENTERPRISES, INC., Plaintiffs,
v.
FEDEX GROUND PACKAGE SYSTEM, INC., SUMMIT LOGISTICS, INC., and BLAKE FREEMAN, Defendants.

          ORDER

          SUSAN K. LEE UNITED STATES MAGISTRATE JUDGE

         Before 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, ”[1] “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.

         I. BACKGROUND

         This 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 # 12-14].

         Under 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].

         Plaintiffs 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 contract.

         II. ANALYSIS

         A. Motion to Amend Scheduling Order [Doc. 27]

         In 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.].

         The 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.].

         Under 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. 2014).

         Although 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.

         B. Motion to Amend Complaint [Doc. 26]

         Rule 15 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 Rule ...


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