DENISE PAGE HOOD, District Judge.
On September 12, 2012, Plaintiff filed a Complaint against England Logistics, Inc., seeking "a declaration that England breached the agreement, failed to cure the breach and that Trico properly terminated the agreement."
Plaintiff's Complaint alleges that it entered into an agreement with Defendant in which Defendant was to "provide transportation management services and freight carrier contracting pricing to Trico with the purpose of reducing Trico's costs for freight transportation." Compensation for Defendant's services was based, in part, on the amount of cost savings Plaintiff realized as a result of Defendant's work. Plaintiff alleges that Defendant "repeatedly failed to perform" which resulted in Plaintiff and Defendant negotiating and amending the agreement to allow Plaintiff to "terminate the agreement if, in [Plaintiff's] sole discretion, [Defendant] failed to reasonably meet [Plaintiff's] performance requirements."
Some time after the agreement was amended, Plaintiff learned that it could independently lower its own freight prices and "provided written notice to [Defendant] of these facts and of [Defendant's] failure to meet [its] performance requirements." Plaintiff contends that after receiving notice, Defendant failed to cure its performance and its failure to meet Plaintiff's performance requirements. Plaintiff terminated the agreement.
In the initial Complaint, Plaintiff had one claim for relief: declaratory judgment. Plaintiff sought a declaration that England breached the agreement, failed to cure the breach, and that Trico properly terminated the agreement. In the instant motion, Plaintiff requests this Court grant leave to file an Amended Complaint. Specifically, Plaintiff requests leave to add an additional claim for relief: breach of contract. In addition to a declaratory judgment, Plaintiff now seeks $5,073,102 in losses.
Defendant opposes Plaintiff amending its complaint. First, Defendant argues that this Court should not grant leave to amend because Plaintiff has shown "undue delay" in failing to submit a motion to amend until seventeen months after filing the initial Complaint. Defendant states that at the end of January, 2014, the "parties began discussions on participating in voluntary facilitative mediation" at which time Defendant was "first informed of Trico's intention to file an amended complaint." Defendant argues in the seventeen months following Plaintiff's filing of the Complaint, Plaintiff "had not conducted any discovery and . . . had not learned of any new facts." Defendant contends that Plaintiff is now "seeking the amendment . . . to create leverage in settlement negotiations during mediation and add unnecessary costs in delaying the case."
Defendant further argues that it would be unduly prejudiced if the Court allows Plaintiff to amend its Complaint. Defendant states that Plaintiff seeks leave to amend "1 month from the close of discovery and after [Defendant] has conducted its written discovery." Based on the trial schedule, discovery was set to close on March 3, 2014, but was recently amended by stipulation to May 30, 2014. Defendant contends that because it does not have an opportunity to submit additional interrogatories because it has used the 25 allotted during the original discovery period, it would be prejudiced by amendment to the initial Complaint. Defendant also alleges that an amendment would "increase costs" and "unnecessarily delay the case."
In response to Defendant's arguments, Plaintiff contends that in the parties' Joint Report on Rule 26 Conference, the parties agreed that the "[d]eadline to join other parties and to amend the pleadings [was] January 31, 2014."
Defendant filed its answer and counterclaim on July 15, 2013.
Plaintiff further argues that though Defendant believes that it has not conducted any discovery that would lead to an additional claim for relief, it has conducted an "extensive review of correspondence between the parties and interviewed numerous witnesses who have knowledge regarding the parties' dispute." This discovery, Plaintiff claims, has lead to not only the conclusion that it had a "valid basis to terminate the parties' agreement based on [Defendant's] non-performance," but also that Defendant's "systemic failure to perform caused [Plaintiff] to incur significant damages." For discovery purposes and the prejudice that Defendant argues it would suffer because discovery has closed and it has used its allotted number of interrogatories, Plaintiff states that it would "agree to allow [Defendant] to serve a reasonable number of additional interrogatories addressing [Plaintiff's] damages" claim.
A party may amend its pleading once as a matter of course prior to service of a responsive pleading or within twenty-one days of serving its pleading if no responsive pleading is required. Fed. R. Civ. P. 15(a)(2). "In all other cases, a party may amend its pleading only with the opposing party's written consent or the court's leave. The court should freely give leave when justice so requires." Fed. R. Civ. P. 15(a)(2).
Allowing an amendment is within the discretion of the trial court. See General Electric Co. v. Sargent & Lundy, 916 F.2d 1119, 1130 (6th Cir. 1990). In evaluating the interests of justice, courts consider several factors, including undue delay in filing, lack of notice to the opposing party, bad faith by the moving party, repeated failure to cure deficiencies by previous amendments, undue prejudice to the opposing party, and futility of amendment. See Coe v. Bell, 161 F.3d 320, 341 (6th Cir. 1988).
Reviewing the facts as they have been presented in this case, the Court is satisfied that Defendant will not be unduly prejudiced if the Court allows Plaintiff to file its Amended Complaint. Plaintiff sought leave of the Court to amend within the time-frame contemplated by the parties for actions such as these. The Court is unpersuaded that Defendant will be unduly prejudiced for discovery purposes because the Court has already extended discovery and will now allow Defendant to present additional interrogatories based on this additional claim for relief. The Court notes that this additional claim has not added any new exhibits to those attached to the initial Complaint.
Accordingly,
