JAMES K. BREDAR, District Judge.
Pending before the Court is Plaintiff's motion to file an amended complaint. (ECF No. 27.) The matter has been briefed (ECF Nos. 32, 33, 34), and no hearing is necessary, Local Rule 105.6. The motion will be denied.
This case was filed by CBX Technologies, Inc., on August 2, 2010, against "GCC Technologies, LLC, formerly known as, Government Contract Consultants, LP." (Compl., ECF No. 1.) The complaint asserted one count for breach of a teaming agreement between the two parties. The teaming agreement allowed for GCC to be considered the primary contractor and CBX to be the subcontractor on a government contract involving the U.S. Department of Education's Federal Student Aid program.
On November 15, 2010, then-presiding Judge Quarles entered a scheduling order that noted the deadline of November 22, 2010, for requests for modification of the initial scheduling order and further stated, "Thereafter,
(ECF No. 24.)
In CBX's status report at the close of discovery, it stated,
(ECF No. 25.)
In an earlier memorandum opinion addressing GCC's motion to dismiss, this Court ruled that the teaming agreement had been superseded by a written subcontract between the same parties executed on June 6, 2010, but with an effective date of November 9, 2009. (3/18/11 Mem. Op. 3-4, ECF No. 15.) The Court also ruled that CBX's allegations about GCC's actionable conduct appeared to relate to the time after the teaming agreement expired. (Id. 4.) This latter ruling was reversed and the judgment of dismissal was vacated on CBX's appeal to the Fourth Circuit inasmuch as CBX had alleged that it had five employees in place ready to work on October 1, 2009, and the effective date of the subcontract was November 9, 2009. CBX Techs., Inc. v. GCC Techs., LLC, No. 11-1380, slip op. at 8 (4th Cir. Aug. 13, 2012) (per curiam) (unpublished).
In its present motion, CBX seeks leave to amend its complaint to change underlying allegations for its legal claim and to add three counts for deceit/fraudulent inducement, breach of fiduciary duty, and declaratory judgment to declare the written subcontract null and void. It also seeks to strike from the caption and paragraph three the language "formerly known as Government Contract Consultants, LP" following "GCC Technologies, LLC." As justification for its various, proposed amendments, CBX relies upon Federal Rule of Civil Procedure 15(a)(2), which provides that leave to amend shall be freely given "when justice so requires."
In its motion, CBX states that its president, Chris D'Andrade,
(Mot. 6-7.)
CBX then states that this Court should have given CBX an opportunity to amend its complaint. (Id. 7.) Further, CBX states,
(Id. (emphasis added).) Also, CBX contends that it "did not learn until conducting discovery in this case that [General Contract] Consultants [LP] did not exist at the time of the written subcontract agreement." (Id. 8.) Thus, it posits that if the written subcontract was signed on behalf of a nonentity, then the subcontract is not valid, which means the teaming agreement was not arguably superseded and remains in full effect. (Id.) Finally, CBX asserts its proposed, amended complaint "corrects significant but not critical factual errors that largely came to light during GCC's deposition of Andrade [sic], although nothing prevented GCC from bringing these errors to CBX's attention at an earlier date, for example in response to the discovery requests served in February 2011." (Id. (emphasis added).) Thus, CBX finishes its argument by contending, "[A]ny inconvenience to GCC does not justify denying CBX of having a fair opportunity to test its claims on the merits." (Id.)
GCC opposes the motion because CBX does not present good cause for modifying the scheduling order's deadline for motions to amend pleadings and because amendment to allow CBX's addition of new counts would be futile. (ECF No. 32.)
A motion for leave to amend pleadings filed beyond the deadline set forth in the scheduling order will only be granted if it satisfies both the "good cause" standard of Rule 16(b)(4) and the standard of Rule 15(a)(2) for allowing amendment of pleadings. See Moses v. Cowan Distrib. Servs., Inc., Civ. No. JKB-10-1809, 2012 WL 527657, at *2 (D. Md. Feb. 16, 2012). See also Nourison Rug Corp. v. Parvizian, 535 F.3d 295, 298-99 (4th Cir. 2008) (noting tension between Rule 15 and Rule 16; not reaching district court's Rule 15(a) finding of futility because it affirmed district court's Rule 16(b) application of "good cause" standard); Odyssey Travel Center, Inc. v. RO Cruises, Inc., 262 F.Supp.2d 618, 631 (D. Md. 2003) ("once the scheduling order's deadline for amendment of the pleadings has passed, a moving party first must satisfy the good cause standard of Rule 16(b); if the moving party satisfies Rule 16(b), the movant then must pass the tests for amendment under [Rule] 15(a)").
The analysis under Rule 16(b) is less focused on the substance of the proposed amendment and more concerned with the timeliness of the motion to amend "and the reasons for its tardy submission." Rassoull v. Maximus, Inc., 209 F.R.D. 372, 373-74 (D. Md. 2002). A court's scheduling order "`is not a frivolous piece of paper, idly entered, which can be cavalierly disregarded by counsel without peril,'" Potomac Electric Power Co. v. Electric Motor Supply, Inc., 190 F.R.D. 372, 376 (D. Md. 1999), quoting Gestetner v. Case Equipment Co., 108 F.R.D. 138, 141 (D. Me. 1985). "`Properly construed, "good cause" means that scheduling deadlines cannot be met despite a party's diligent efforts.' . . . Carelessness is not compatible with a finding of diligence and offers no reason for a grant of relief." Potomac Elec., 190 F.R.D. at 375 (citations omitted).
The Court has considered CBX's motion, its supporting materials, and the rest of the record. CBX has not demonstrated good cause under Rule 16(b)(4) for amending the scheduling order. Any information possessed by D'Andrade, CBX's president, was well within CBX's control prior to the filing of the lawsuit and prior to the deadline for motions to amend, as was information from CBX's files on dates of employment of CBX employees subsequent to the execution of the teaming agreement and on amounts paid by GCC to CBX. Similarly, the change of General Contract Consultants, LP, to GCC Technologies, LLC, was a matter of public record in April 2010, well before the filing of the complaint. CBX's knowledge of this change in identity before the suit was filed is reflected in the original caption of the complaint, which recorded the Defendant's name as "GCC Technologies, LLC, formerly known as, Government Contract Consultants, LP." Although CBX may not have anticipated that the teaming agreement would be interpreted, in conjunction with the subcontract, in such a fashion as to drastically narrow its case, its failure to anticipate is of its own doing and not the fault of any other entity. No one other than CBX had a duty to point out to CBX defects in its original complaint.
In short, CBX has not offered any facts that would support an amended complaint and that were not discoverable by CBX through proper diligence prior to the deadline of the original scheduling order for filing a motion for leave to amend the complaint. Consequently, CBX has not demonstrated good cause for altering the scheduling order's deadline for filing such a motion. Because of the conclusion reached under Rule 16, the Court need not analyze the motion under Rule 15.
Accordingly, CBX's motion for leave to amend its complaint (ECF No. 27) is DENIED.