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Nestle Purina PetCare Co. v. Blue Buffalo Company Ltd.

United States District Court, E.D. Missouri, Eastern Division

August 11, 2016

NESTLÉ PURINA PETCARE COMPANY, Plaintiff/Counterclaim Defendant,
v.
THE BLUE BUFFALO COMPANY LTD., Defendant/Counterclaim Plaintiff, AND RELATED ACTIONS

          MEMORANDUM AND ORDER

          RODNEY W. SIPPEL UNITED STATES DISTRICT JUDGE

         This matter is before me on Defendant/Counterclaim Plaintiff The Blue Buffalo Company, Ltd.’s motion for leave to further amend its answer and counterclaim [#784] and Plaintiff/Counterclaim Defendant Nestle Purina Petcare Company’s related motion to dismiss defendants’ affirmative defenses of unclean hands and laches [#824]. I heard oral argument on both motions, and they are both fully briefed and ready for review. For the reasons stated below, I will grant Blue Buffalo leave to amend its counterclaim and its affirmative defense of laches, will deny it leave to amend its affirmative defense of unclean hands, and will deny without prejudice as moot Purina’s motion to dismiss.

         Background

         Familiarity with this case and its history is presumed, but a brief review of the background as relevant to the two motions that are at issue is as follows.

         On April 21, 2016, I granted Purina leave under Rule 16(b)(4) to file a third amended complaint to address new facts and information revealed in discovery, to add to two new claims, one for common law injurious falsehood and one under the Connecticut Unfair Trade Practices Act, and to add as a defendant Blue Buffalo’s wholly-owned subsidiary, Great Plains Leasing, LLC. See [#768]. In my Memorandum and Order of April 21, 2016, I also ordered that if Blue Buffalo wanted to amend its responsive pleading beyond what was necessary to directly respond to the new allegations in Purina’s third amended complaint, it must first seek leave to do so.[1] See id.

         On May 12, 2016, Blue Buffalo, consistent with my Order, filed its motion for leave to further amend its answer and counterclaim. Blue Buffalo seeks to include new factual allegations in its Lanham Act counterclaim against Purina to allege that Purina falsely advertised some of its own products as being by-product free. Blue Buffalo also seeks to amend its affirmative defenses of laches and unclean hands to include additional detail related to this alleged false advertising by Purina and Purina’s alleged delay in bringing this suit.

         After Blue Buffalo filed its motion to further amend its responsive pleadings, Purina filed a related motion to dismiss Blue Buffalo’s defenses of unclean hands and laches. As it must, Purina’s motion challenges Blue Buffalo’s defenses as presented in Blue Buffalo’s currently operative pleading, not those in its proposed amended affirmative defenses.

         Discussion

         A. Blue Buffalo’s Motion for Leave to Further Amend its Answer and Counterclaim

         Blue Buffalo contends that it is entitled to amend its answer and counterclaim in response to Purina’s third amended complaint under the standards of Tralon Corp. v. Cedarapids, Inc., 966 F.Supp. 812 (N.D. Iowa 1997), aff'd, 205 F.3d 1347 (8th Cir. 2000). Under Tralon, “when a plaintiff files an amended complaint which changes the theory or scope of the case, the defendant is allowed to plead anew as though it were the original complaint filed by the Plaintiff.” Id. at 832.

         Tralon does not help Blue Buffalo here because Purina’s third amended complaint did not change the theory or scope of the case. Rather, as Blue Buffalo itself argued at the time it opposed Purina’s motion for leave to amend its complaint, the amendments in the third amended complaint merely added an additional defendant who could be liable for some of the same harms Blue Buffalo is alleged to have caused, and added two state law claims that were substantially similar to the existing Lanham Act claim. As a result, Blue Buffalo does not have an automatic right to amend its responsive pleading.

         Blue Buffalo argues that even if I find that it has no automatic right to amend, it should still be granted leave to amend under Federal Rules of Civil Procedure 16(b) and/or 15(a). Where, as here, a party seeks leave to amend the pleadings after the case management deadline to do so has passed, courts must determine whether good cause exists under Rule 16(b)(4)’s good cause standard. See Popoalii v. Corr. Med. Servs., 512 F.3d 488, 497 (8th Cir. 2008). Then, if good cause is established, courts will consider whether amendment is proper under Rule 15(a). See Sherman v. Winco Fireworks, Inc., 532 F.3d 709, 716 (8th Cir. 2008) (citing Leary v. Daeschner, 349 F.3d 888, 909 (6th Cir.2003)).

         Under Rule 16(b)(4), “‘[t]he primary measure of good cause is the movant's diligence in attempting to meet the [case management] order's requirements.’ While the prejudice to the nonmovant resulting from modification of the scheduling order may also be a relevant factor, generally, we will not consider prejudice if the movant has not been diligent in meeting the scheduling order's deadlines.” Sherman v. Winco Fireworks, Inc., 532 F.3d 709, 716-17 (8th Cir. 2008).

         For the reasons Blue Buffalo articulates in its memorandum in support of its motion for leave to amend, see Blue Buffalo’s Memorandum in Support of its Motion for Leave to Further Amend its Answer and Counterclaim, pp. 7-10 [#785], I conclude that Blue Buffalo was diligent in seeking leave to amend. It learned of the alleged facts supporting its amendments during a January 20, 2016 deposition. It investigated this new information and sought related discovery over the course of the next two months, and gave the parties and the Court notice that it would seek to amend its answer and counterclaims if Purina’s then-pending motion for leave to file its third amended complaint were granted. ...


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