United States District Court, N.D. Illinois, Western Division
MEMORANDUM OPINION AND ORDER
IAIN D. JOHNSTON, Magistrate Judge.
This matter comes before the Court on the plaintiff's motion for leave to file a third amended complaint. Dkt. 145. For the reasons set forth below, the motion is denied.
On 6/20/2008, the plaintiff filed its complaint against the defendant in state court for damages relating to breach of a supply contract. Dkt. 1. The defendant filed a notice of removal to this Court on 7/25/2008. Id. Once the case was removed, the defendant filed a counterclaim against the plaintiff for breach of scheduling agreements. Dkt. 22. Thereafter, the plaintiff amended its complaint on 9/12/2012 [Dkt. 91] and again on 3/12/2013 [Dkt. 106].
Since the plaintiff filed its second amended complaint [Dkt. 106], the 3/14/2014 deadline to amend pleadings was extended twice on the plaintiff's motion. Dkts. 126, 131. Most recently, on 5/8/2014, the deadline to amend pleadings was extended to 8/29/2014. Dkt. 131. On 7/29/2014, the Court held a hearing on the defendant's motion for an extension of time to complete fact discovery. Dkt. 172. The Court granted the defendant's motion and specifically struck the deadlines for fact discovery, expert disclosures and dispositive motions. Dkt. 138. The deadline to amend pleadings was not raised in the motion nor mentioned during the hearing. Dkt. 172.
The defendant then filed a motion to compel. Dkt. 140. At the hearing on the motion to compel on 9/9/2014, while the parties were discussing their discovery dispute, in passing, the plaintiff informed the Court of its intent to file yet another amended complaint. Dkt. 173 at 14. The Court noted its surprise that a 2008 case would be amended in 2014. The plaintiff noted that the deadline to amend pleadings had been extended. Id. To the extent the plaintiff was implying that the date to file amended pleadings had been extended beyond 8/29/2014, as shown above, that representation was incorrect. (This should not be read to imply that the representation was a deliberate attempt to mislead the Court. It was simply wrong.) The defendant suggested that if the plaintiff was going to amend its complaint, it should do so quickly because it would likely affect discovery. Dkt. 173 at 20. The Court ordered the plaintiff to file the motion for leave to file an amended complaint by 9/29/2014 and attach the proposed amended complaint as an exhibit to the motion. Dkt. 143. The Court did so in order to allow it more time to review the request and to review the deadline previously set for amending pleadings. Dkt. 173 at 20, 21.
In accordance with this Court's order, the plaintiff filed its motion for leave to file a third amended complaint and exhibits on 9/29/2014. Dkt. 145. The plaintiff now seeks to: 1) add claims for consequential damages that were disclosed to the Defendant on 1/21/2014; 2) incorporate exhibits that were omitted from prior complaints; and 3) add a new, alternative claim for breach of the purchase order and scheduling agreement. The plaintiff argues that the instant motion is timely because it thought the amended pleading deadline was struck when the Court struck deadlines relating to fact discovery. Moreover, the plaintiff asserts that this Court explicitly granted it until 9/29/2014 to file its amended complaint.
The defendant objects to the amended complaint based on prejudice and delay. The defendant also argues that because the plaintiff was aware of its consequential damages in January 2014 and the claim for breach of the purchase order when it filed the original complaint, it lacks good cause to amend its complaint after the expiration of the 8/29/2014 deadline.
Federal Rule of Civil Procedure 15(a)(2) provides that after the time to amend pleadings once as a matter of right, "a party may amend its pleading only with the opposing party's consent or the court's leave. The court should freely give leave when justice so requires." However, when a scheduling order has been entered and the deadline to file amended pleadings has passed, the party seeking to amend must first demonstrate good cause under Rule 16(b)(4) before Rule 15(a)'s more liberal standard for amendment applies. Alioto v. Town of Lisbon, 651 F.3d 715, 719 (7th Cir. 2011). In determining whether good cause exists, the Court primarily considers the diligence of the party seeking to amend. Trustmark Ins. Co. v. Gen. & Cologne Life Re of Am., 424 F.3d 542, 553 (7th Cir. 2005). It is within the sound discretion of the District Court to grant or deny leave to amend. See id.; see also Fed.R.Civ.P. 72(a) (the District Court should not modify or set aside a Magistrate Judge's ruling on a non-dispositive motion unless the factual findings are clearly erroneous or the ruling is contrary to law). The Court will address the application of each rule in turn.
I. Rule 16 - Good Cause
In this case, the deadline for filing an amended pleading was 8/29/2014. Dkt. 131. The plaintiff's motion for leave to amend was first addressed on the fly in open - not by way of a presented motion - court on 9/9/2014, after the date to amend had passed. Dkt. 173 at 14. On 9/29/2014, pursuant to the Court's order requiring that the plaintiff file a motion for leave to amend, the plaintiff filed the pending motion. Dkt. 145. By filing this motion after the deadline, Rule 16(b)(4) governs.
Under Rule 16(b)(4), the plaintiff has failed to show good cause to alter the 8/29/2014 deadline to amend pleadings. As stated above, the focus of Rule 16's "good cause" consideration is the diligence of the party seeking the amendment.
The plaintiff has failed to meet its burden of showing good cause under Rule 16. See Trustmark, 424 F.3d at 553 (movant bears the burden of showing good cause). First, the plaintiff does not assert good cause, but instead argues that Rule 16 does not apply because it believed the 8/29/2014 deadline to amend pleadings was struck on 7/29/2014. Although this Court extended the amended pleading deadline twice since the plaintiff's last amended complaint [Dkts. 126, 131], the amended pleading deadline was never extended beyond 8/29/2014 [Dkt. 131].
At the 7/29/2014 hearing, the Court focused solely on issues relating to fact discovery raised in the defendant's motion. Dkt. 172. The amended pleading deadline was not mentioned. Id. Furthermore, it is clear from this Court's order that the amended pleading deadline was not extended. Dkt. 138. The Court instead stated the following: "The fact discovery and Rule 26(a)(2)(C) disclosures ...