United States District Court, E.D. Missouri, Southeastern Division
FERRELL MOBILE HOMES, INC., and RIVER CITY MOBILE HOME SALES, INC. d/b/a MONTY'S MOBILE HOMES, Plaintiffs,
CHAMPION HOME BUILDERS, INC., Defendant.
MEMORANDUM AND ORDER
STEPHEN N. LIMBAUGH, JR. UNITED STATES DISTRICT JUDGE.
matter is before the Court on plaintiffs' motion for
leave to file an amended complaint (#26). The motion is
briefed and ripe. Because plaintiffs have shown good cause to
modify the scheduling order, the Court will grant the motion.
case is about an alleged contract dispute. Defendant
manufactures mobile homes, while plaintiffs sell mobile
homes. According to plaintiffs, defendant approached them
about opening a new manufacturing facility in Kentucky.
Hoping to break into the market for entry-level mobile homes,
defendant needed “high volume” dealers to compete
in this new market. Given plaintiffs' expertise and track
record in the entry-level mobile home market, defendant
thought plaintiffs would be a valuable asset as a
distributor. The parties then agreed that plaintiffs would
serve as defendant's distributor for its entry-level
months later, plaintiffs completed Champion Retail Dealer
applications, which required them to disclose “closely
guarded business information.” (#6 at 3, ¶ 13.)
During this time, plaintiffs also worked with defendant to
design an entry-level mobile home. Eventually, plaintiffs
submitted a “calculated design” (#6 at 4, ¶
19) to defendant and provided defendant with purchase orders
that authorized defendant to construct two entry-level mobile
home units. A month later, defendant notified plaintiffs that
it had decided not to sell its entry-level mobile homes to
plaintiffs. Defendant ultimately delivered two entry-level
mobile homes-the two that plaintiffs originally ordered-to
Pioneer Manufactured Homes (“Pioneer”), one of
plaintiffs' competitors. Plaintiffs brought suit alleging
breach of contract, promissory estoppel, and unjust
filed the case in state court in March 2017, and defendant
removed. Four weeks after defendant removed, plaintiffs
served a third-party subpoena for documents on Pioneer, and
Pioneer produced the documents in late June 2017. Seven
months later, in January 2018, plaintiffs served a notice of
deposition on Pioneer. “Due to the unavailability of
Pioneer's witness, the deposition did not take place
until March 9, 2018.” (#27 at 2, ¶4.) During the
deposition, plaintiffs learned defendant promised Pioneer
that it would be defendant's dealer in southeast Missouri
for defendant's entry-level mobile homes. Defendant
allegedly made this promise about two months before it made
the same promise to plaintiffs. About three weeks after the
deposition, plaintiffs filed this motion, asking for leave to
file an amended complaint that includes counts for fraudulent
and negligent misrepresentation.
plaintiffs ask to amend a pleading after the deadline set in
the Case Management Order (#15), plaintiffs must satisfy Rule
16(b)'s good-cause standard. Sherman v. Winco
Fireworks, Inc., 532 F.3d 709, 716 (8th Cir. 2008).
“The primary measure of good cause is the movant's
diligence in attempting to meet the order's
requirements.” Id. at 716-17 (quoting Rahn
v. Hawkins, 464 F.3d 813, 822 (8th Cir. 2006)).
plaintiffs' delay in adding the two new claims is
justified. Per the Case Management Order, the deadline for
amending the pleadings was September 6, 2017. But discovery
is open until May 7, 2018. It was during discovery that
plaintiffs learned-for the first time-that defendant
allegedly made this promise to Pioneer. Three weeks after
learning of the promise, plaintiffs filed this motion.
Defendant argues “plaintiffs have not established good
cause, as the depositions of non-party witnesses in which
plaintiffs allege new information was obtained were not taken
until March 9, 2018, six months after the . . . deadline to
amend pleadings in the Scheduling Order.” (#29 at 2.)
This Court disagrees. Taking defendant's argument to its
logical conclusion, to show good cause, a party must complete
all non-party discovery before the deadline for amending the
pleadings. The deadline to complete discovery is much longer
than the deadline to amend the pleadings, and for good
reason. Plaintiffs were well within the discovery deadline
when they deposed Pioneer's witness, and courts routinely
find that good cause is satisfied when an amendment is based
on “newly discovered facts.” See, e.g.,
Hartis v. Chicago Title Ins. Co., 694 F.3d 935, 948
(8th Cir. 2012).
defendant claims it will be prejudiced by the amendment
because “exploring the merits of such new claims . . .
will require additional discovery, including the possible
re-taking of depositions already completed and additional
written discovery, which has already been undertaken.”
(#29 at 2.) Even if additional discovery is necessary, it
will likely be minimal. The amendment is based on most of the
same facts alleged in the original petition, which suggests
defendant will not be prejudiced. Also, as plaintiffs point
out, “the facts necessary to defend against . . . the
proposed new claims are known or readily available to
[defendant] because [defendant] was [a] party to the secret
agreement at issue.” (#30 at 4.) As such, defendant has
not shown that it will be prejudiced, and the motion will be
IT IS HEREBY ORDERED that plaintiffs'
motion for leave to file an ...