United States District Court, S.D. Indiana, Indianapolis Division
WILLIAM BLAKLEY on behalf of himself and those similarly situated, HELEN BLAKLEY on behalf of herself and those similarly situated, and KIMBERLY SMITH on behalf of herself and those similarly situated, Plaintiffs,
CELADON GROUP, INC., CELADON TRUCKING SERVICES, INC., QUALITY COMPANIES, LLC, QUALITY EQUIPMENT LEASING, LLC, and JOHN DOES 1-10, Defendants.
ORDER ON MOTION TO FILE AMENDED COMPLAINT NUNC PRO
J. McKINNEY, JUDGE United States District Court
matter comes before the Court on Plaintiffs', William
Blakely, Helen Blakely, and Kimberly Smith, on behalf of
themselves and all other similarly situated (collectively,
“Plaintiffs'”), Motion to File Amended
Complaint Nunc Pro Tunc, or in the Alternative,
Extend the Time to Respond to Defendants' Motion to
Dismiss (the “Motion to Amend”). Dkt. No. 62. In
their Motion to Amend, Plaintiffs request that the Court
consider its Third Amended Complaint or, in the alternative,
grant Plaintiffs a seven-day extension to respond to the
Motion to Dismiss filed by Defendants, Celadon Group, Inc.,
Celadon Trucking Services, Inc., Quality Companies, Inc., and
Quality Equipment Leasing, Inc. (collectively,
BACKGROUND & ARGUMENTS
initiated this action on February 12, 2016, by filing its
original Complaint against Celadon. Dkt. No. 1. On April 13,
2016, Plaintiffs filed their First Amended Complaint, Dkt.
No. 21, and Celadon answered the First Amended Complaint on
May 2, 2016. Dkt. No. 24. In response to the Court's
December 2, 2016 Order dismissing Counts IV, V, and VI of
Plaintiffs' First Amended Complaint without prejudice,
Dkt. No. 50, Plaintiffs filed their Second Amended Complaint
on December 15, 2016. Dkt. No. 52.
Amended Case Management Plan approved on July 6, 2016,
bifurcated discovery in this action to allow the parties to
conduct pre-certification discovery to inform Plaintiffs'
anticipated motion for conditional and class certification.
Dkt. No. 36 at 7. The Amended Case Management Plan set the
pre-certification discovery deadline for December 19, 2016,
Id., but on December 21, 2016, the Court granted the
parties' Joint Motion to Extend the pre-certification
discovery deadline to March 6, 2017. Dkt. No. 56. To date,
the parties have conducted extensive pre-certification
discovery, including depositions of each of the named
plaintiffs and several Celadon employees, as well as
substantial written discovery. Dkt. No. 63 at 5, Ex. A.
January 12, 2017, Celadon filed its Motion to Dismiss Counts
IV, V, and VI of Plaintiffs' Second Amended Complaint,
pursuant to Federal Rules of Civil Procedure 8(a) and
12(b)(6) (the “Motion to Dismiss”). Dkt. No. 59.
On January 25, 2017, one day before the deadline to respond
to Celadon's Motion to Dismiss, Plaintiffs filed their
Third Amended Complaint. Dkt. No. 61. In their Third Amended
Complaint, Plaintiffs seek to name Element Financial
Corporation (“Element”) as a defendant and to
assert a claim of civil conspiracy against all defendants.
Id. Although the Court informed Plaintiffs on
January 26, 2017, that they would need to seek leave of the
Court to amend their complaint, Plaintiffs believed that they
could file their Third Amended Complaint as a matter of
course pursuant to Federal Rule of Civil Procedure 15
(“Rule 15”), after Celadon filed its Motion to
Dismiss. See Dkt. No. 63, Ex. A-1.
filed their Motion to Amend on January 30, 2017, in which
they argue that they could amend their pleading as a matter
of course following Celadon's Motion to Dismiss under
Rule 15, but seek leave of the Court to amend “out of
an abundance of caution.” Dkt. No. 62, ¶¶
7-8. Plaintiffs further assert that their Third Amended
Complaint is necessary because Plaintiffs only learned about
the extent of Element's involvement in relation to the
claims at issue in this action through pre-certification
discovery efforts and indicate that their new allegations
“do not make changes to the factual pleadings
challenged in [the] Motion to Dismiss.” Id. at
¶¶ 12-14. If the Court were to deny them leave to
amend their pleading, Plaintiffs alternatively request that
the Court grant them an extension of seven days to file their
response to Celadon's Motion to Dismiss. Id. at
response to Plaintiffs' Motion to Amend, Celadon argues
that Plaintiffs should not be given leave to amend their
pleading because allowing such an amendment would (1) unduly
delay this litigation, (2) unduly prejudice the defendants in
this action, (3) fail to cure the deficiencies in
Plaintiffs' Second Amended Complaint, and (4) be futile.
Dkt. No. 63 at 5-10. Celadon also contends that Plaintiffs
should not receive an extension of time to respond to its
Motion to Dismiss because Plaintiffs could have responded to
the Motion to Dismiss within the permissible time period
while simultaneously filing its Third Amended Complaint
since, as Plaintiffs concede, the Third Amended Complaint did
not address the allegations challenged in the Motion to
Dismiss. Id. at 10. Furthermore, Celadon asserts
that Plaintiffs' misinterpretation of Rule 15 does not
meet the standard of “excusable neglect” to
justify granting an extension of time after the deadline for
a response has expired. Id. at 10-11.
LEAVE TO AMEND
Rule 15(a)(1), “[a] party may amend its pleading once
as a matter of course” within (1) twenty-one days of
serving the pleading, (2) twenty-one days after service of a
responsive pleading, or (3) twenty-one days “after
service of a motion under Rule 12(b), (e), or (f).” In
all other instances, “a party may amend its pleading
only with the opposing party's written consent or the
court's leave, ” and “[t]he court should
freely give leave when justice so requires.”
Plaintiffs rely on Rule 15 to contend that their Third
Amended Complaint could be filed as a matter of course,
Plaintiffs “effectively used up” their right to
amend their pleading as a matter of course by amending their
complaint for the first time on April 13, 2016, and
“[a]ny further amendment required leave of the
court.” Perkins v. Silverstein, 939 F.3d 463,
471 (7th Cir. 1991). See also, Rodgers v.
Lincoln Towing Serv., Inc., 771 F.2d 194, 203 (7th Cir.
1985) (“[A] party has a right to amend his pleading
‘once as a matter of course at any time before a
responsive pleading is served, ' and Rodgers has already
amended his complaint once.”) (internal citations
omitted); Davis v. Anderson, No.
2:16-CV-120-PPS-PRC, 2016 WL 5724470 at *1 (N.D. Ind. Sept.
30, 2016) (“Though [p]laintiffs had the right to amend
their pleading once as a matter of course, they have already
amended their pleading once, so that right has been
extinguished.”). Therefore, in order for Plaintiffs to
amend their pleading, or for the Court to consider
Plaintiffs' Third Amended Complaint, Plaintiffs must
obtain leave of the Court.
Rule 15 requires that leave to amend a pleading be freely
given as justice requires, the Court has “ʻbroad
discretion to deny leave to amend where there is undue delay,
bad faith, dilatory motive, repeated failure to cure
deficiencies, undue prejudice to the defendants, or where the
amendment would be futile.'” Hueck v. Aurora
Loan Servs., 588 F.3d 420, 432 (7th Cir. 2009) (quoting
Arreola v. Godinez, 546 F.3d 788, 796 (7th Cir.
2008)). Delay alone may be insufficient to deny leave to
amend; the degree of prejudice to an opposing party is
typically considered a more significant factor when
determining whether denial of leave is justified. See
Dubicz v. Commonwealth Edison Co., 377 F.3d 787, 792-93
(7th Cir. 2004) (quoting Park v. City of Chicago,
297 F.3d 606, 612 (7th Cir. 2002)).
request for leave to amend is seemingly guided by a dilatory
motive and would create an undue delay in this litigation.
Although Plaintiffs argue that they did not understand the
significance of Element's role in connection to the
misconduct alleged in this action as it relates to the
putative class, Dkt. No. 65 at 2, Plaintiffs noted in their
Third Amended Complaint that each of the named plaintiffs
entered into agreements with Element in 2015. Dkt. No. 61,
¶¶ 45-49. Specifically, the Third Amended Complaint
alleges that all three named plaintiffs entered into
agreements with Element in 2015 that required them to
restrict their use of leased vehicles solely to use for
Celadon. Id. at ¶¶ 45-46, 48. William
Blakely and Kimberly Smith also entered into agreements with
Element in 2015, in which they assigned certain amounts of
their earnings to Element to pay for tools necessary to
perform their jobs. Id. at ¶¶ 47, 49.
Based on these agreements between the named plaintiffs and