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declining to find that proposed amendments would prejudice the defendant partly because amendments "pled no new facts"
Summary of this case from MVC Capital Inc. v. U.S. Gas & Elec.Opinion
C.A. No.: N18C-07-231 EMD CCLD
05-19-2021
ALUMINUMSOURCE, LLC, Plaintiff, v. LLFLEX, LLC, Defendant.
Upon Plaintiff's Motion to Amend Its Complaint Pursuant to Superior Court Civil Rule 15(a) and/or 15(b)
GRANTED in part and DENIED in part
Upon consideration of the Court's opinion issued on January 21, 2021 (the "Opinion"); Plaintiff's Motion to Amend Its Complaint Pursuant to Superior Court Civil Rule 15(a) and/or 15(b) (the "Motion") filed by Plaintiff AluminumSource, LLC ("Aluminum"); LLFlex, LLC's Memorandum of Law in Opposition to Granting Plaintiff Leave to Amend Count I of the Amended Complaint (the "Opposition") filed by LLFlex, LLC ("LLFlex"); the [Proposed] Second Amended Complaint filed by Aluminum; the letter, dated March 2, 2021, from Benjamin A. Smyth to the Honorable Eric M. Davis; arguments made by Aluminum and LLFlex regarding the Motion; the entire docket of this civil proceeding,
AluminumSource, LLC v. LLFlex, LLC, 2021 WL 211142 (Del. Super. Jan. 21, 2021).
1. The standard of review on a motion for leave to file an amended complaint is well-settled. Superior Court Civil Rule 15(a) provides that for second or more amendments to a complaint, "a party may amend the party's pleading only by leave of court or by written consent of the adverse party...and leave shall be freely given when justice so requires." Delaware Courts generally grant motions to amend liberally, but it is not automatic. The Court may deny an amendment when there is evidence of undue delay, bad faith, or dilatory motive on part of the movant, repeated failure to cure deficiencies, or prejudice. The Court also considers the proposed amendment's impact on a scheduled trial date.
Super. Ct. Civ. R. 15(a).
See, e.g., Sokol Holdings, Inc. v. Dorsey & Whitney, LLP, 2010 WL 59930, at *2 (Del. Super. Feb. 19, 2010) (Parkins, J.).
Hess v. Carmine, 396 A.2d 173, 177 (Del. Super. 1978).
See, e.g., Spady v. Keen, 2006 WL 2559853, at *3 (Del. Super. Aug. 25, 2006) (Silverman, J.).
2. In Count I of the Amended Complaint, Aluminum asserted a fraudulent inducement claim. The Court granted summary judgment in favor of LLFlex on Count I. In the Opinion, however, the Court ordered a status conference with the parties to address why Count I could not be amended to conform with the facts developed in the litigation. The Court believed that LLFlex had notice that Aluminum's contention that LLFlex breached Section 2.4, but that Aluminum alleged the breach in the form of a fraudulent inducement claim instead of a breach of contract claim. The Court felt an amended breach of contract claim could be put before a fact finder without further discovery.
3. Aluminum filed the Motion. LLFlex opposed the Motion, arguing that amendment would visit prejudice on LLFlex. LLFlex also contended that, as amended, Aluminum did not assert a breach of contract claim but was seeking arbitration under Section 2.4. LLFlex provided affidavits that indicated that an additional 13 depositions would need to be taken.
4. The Court has reviewed the [Proposed] Second Amend Complaint. The Court finds that Aluminum made minor changes to the Amended Complaint, mostly by deleting misrepresentations allegations and adding "intentional" breach allegations. The Court notes that Aluminum alleges no new substantive facts—i.e., the facts relied upon in the amended paragraphs are contained in the Amended Complaint.
See [Proposed] Second Amended Complaint at ¶¶ 87-89.
See, e.g., [Proposed] Second Amended Complaint at ¶¶ 81-82.
5. The Court finds that the [Proposed] Second Amended Complaint meets the Court's expectations when it issued the Opinion. Moreover, the Court finds that is no evidence of undue delay, bad faith, or dilatory motive on part of Aluminum. LLFlex argues prejudice. The Court has trouble with LLFlex's position on this point. The [Proposed] Second Amended Complaint pled no new facts. The argument that Court I was a breach of contract claim was raised in this case from the outset. Moreover, the elements of breach of contract are more straightforward than those of fraudulent inducement.
6. The Court finds cause exists to grant the Motion. The Court, however, will strike Aluminum's claim for punitive damages. In Delaware, a party may not recover punitive damages for breach of contract unless the conduct also amounts independently to a tort. The exceptions to this general rule are limited to: (i) breach of a contract to marry; (ii) failure of a public monopoly to discharge its obligations to the public; (iii) breach of a fiduciary duty; (iv) breach accompanied by fraudulent conduct; and (v) bad faith refusal by an insurer to settle a claim. Through the Opinion, the Court disposed of Aluminum's tort claim. Aluminum uses words like "bad faith breaches" of contract but such allegations, at best, demonstrate an intentional breach and not conduct that amounts independently to a tort.
See E.I. DuPont de Nemours and Co. v. Pressman, 679 A.2d 436, 445 (Del. 1996)
See id. at 446. --------
7. The Court will grant LLFlex the right to an additional deposition of any expert that Aluminum intends to rely upon at trial for its breach of contract claim, including on the issue of damages. LLFlex may also take an additional Civil Rule 30(b)(6) deposition of an Aluminum representative so long as the issues relate to Count I as a breach of contract claim.
IT IS SO ORDERED
Dated: May 19, 2021
Wilmington, Delaware
/s/ Eric M . Davis
Eric M. Davis, Judge cc: File&ServeXpress