Borozny v. Raytheon Techs. Corp
| Docket Number | 3:21-CV-1657 (SVN) |
| Decision Date | 26 October 2023 |
| Parties | TARAH KYE BOROZNY, ANTHONY DeGENNARO, RYAN GLOGOWSKI, ELLEN McISAAC, SCOTT PRENTISS, ALEX SCALES, AUSTIN WAID-JONES, NICHOLAS WILSON, and STEVEN ZAPPULLA, individually and on behalf of all others similarly situated, Plaintiffs, v. RAYTHEON TECHNOLOGIES CORPORATION, PRATT & WHITNEY DIVISION; AGILIS ENGINEERING, INC.; BELCAN ENGINEERING GROUP, LLC; CYIENT, INC.; PARAMETRIC SOLUTIONS, INC.; and QUEST GLOBAL SERVICES-NA, INC., Defendants. |
| Court | U.S. District Court — District of Connecticut |
RULING AND ORDER ON PLAINTIFFS' MOTION TO AMEND
In this antitrust putative class action, Plaintiffs have alleged that Defendants violated Section 1 of the Sherman Act by conspiring to restrict competition in the recruitment and hiring of aerospace engineers and other skilled workers in the jet propulsion systems industry. The Court previously denied Defendants' motions to dismiss their consolidated amended complaint, and then denied Plaintiffs' motion for reconsideration of a portion of its ruling relating to alleging a market definition. ECF No. 647. Presently before the Court is Plaintiffs' motion for leave to amend their operative complaint in two respects: first, to expand the scope of the geographic market of the alleged conspiracy, and second, to include certain admissions made by Defendant Agilis Engineering, Inc. in its answer.
For the reasons below, the Court finds that Plaintiffs' request to amend is neither dilatory nor overly prejudicial to Defendants. Additionally, it is not futile. Plaintiffs' request to amend is therefore GRANTED, and Defendants' motion to seal limited portions of the amended complaint is GRANTED.
The facts of this case are discussed at length in this Court's order on Defendants' motions to dismiss. For purposes of Plaintiffs' motion for leave to amend, the Court will recall only those facts relevant to re-establish familiarity. In essence, Plaintiffs accuse Defendants of running a years-long conspiracy to control the aerospace labor market. Defendants allegedly accomplished this agreement by not hiring employees from any other Defendant. Because Plaintiffs could not move among Defendants for better pay or benefits, Plaintiffs claim Defendants effectively allocated the market for aerospace employee labor. To the extent any further facts are relevant to the determination of this motion, they are discussed below.
This action has a lengthy procedural history, which the Court will not recount in full. Relevant to the present motion, in July of 2022, Defendants moved to dismiss Plaintiffs' Consolidated Amended Complaint (“CAC”), arguing that Plaintiffs failed to plead both a per se violation of the Sherman Act and a rule of reason claim. The Court disagreed, holding that Plaintiffs had plausibly alleged both a per se violation and a rule of reason claim. ECF No. 582. The Court found that Plaintiffs adequately identified the relevant “product” market (skilled aerospace labor), id. at 22-26, and that Plaintiffs adequately alleged an adverse effect on competition in that market (suppression of salaries), id. at 26-27. Crucially, the Court limited the geographic market to the state of Connecticut because Plaintiffs had not plausibly alleged Defendants controlled any substantial share of the market in any other area. Id. at 23-25.
After the Court's ruling, Plaintiffs filed a motion for reconsideration of the Court's order on Defendants' motions to dismiss. ECF No. 584-1. Plaintiffs sought reconsideration of footnote 6, which stated that “it is an element of a per se case to describe the relevant market in which we may presume the anticompetitive effect would occur.” ECF No. 582 at 20 n.6 (quoting Bogan v. Hodgkins, 166 F.3d 509, 515 (2d Cir. 1999)). Plaintiffs argued that they did not need to allege a relevant market to proceed with a per se claim. The Court denied Plaintiffs' motion, finding that Second Circuit precedent requires the pleading of the relevant market even for a per se claim, and affirming that Plaintiffs' rule of reason and per se violation claims were limited in geographic scope to the state of Connecticut, based on the allegations in the operative complaint. ECF No. 647.
After the Court denied the motion for reconsideration, and after resolution of a discovery dispute by U.S. Magistrate Judge Spector that required Defendants to produce to Plaintiffs employment and other data for employees residing outside of Connecticut, ECF Nos. 673, 705, Plaintiffs filed the pending motion for leave to amend the CAC, in order to expand the geographic scope of their claims to all states in which Defendants employ skilled aerospace workers. As part of their proposed amendments, Plaintiffs also seek to include admissions made by Defendant Agilis in its answer to Plaintiffs' operative complaint. Defendants oppose the motion, arguing that Plaintiffs' amendments are futile under Federal Rule of Civil Procedure 15(a)(2), and, even if the amendments were not futile, that the proposed amendments are barred under Federal Rule of Civil Procedure Rule 16(b) as unduly delayed and prejudicial to Defendants.
At the outset of litigation, “a plaintiff may freely amend [his] [or] her pleadings pursuant to Rule 15(a)(1) as of right without court permission.” Sacerdote v. N.Y. Univ., 9 F.4th 95, 115 (2d Cir. 2021), cert. denied, 142 S.Ct. 1112 (2022). After this period ends-either by operation of a scheduling order set by the Court or upon “expiration of the default period set forth in Rule 15(a)(1)(A),” id.-a plaintiff may seek to amend “with the opposing party's written consent or the court's leave,” Fed.R.Civ.P. 15(a)(2). Rule 15(a)(2) is a lenient standard, and the Court is to “freely give leave when justice so requires.” See Sacerdote, 9 F.4th at 115 (referring to the Rule 15 standard as “liberal” and “permissive”).
If a district court set a date in the scheduling order after which no amendment would be permitted and a plaintiff seeks leave to amend his or her complaint after this deadline, the court must also amend its scheduling order, if it is to grant the motion for leave to amend. Modifications to a scheduling order are permitted upon a showing of “good cause.” Fed.R.Civ.P. 16(b)(4). Therefore, Rule 15(a) governs whether the Court should grant the motion for leave to amend, while Rule 16(b) governs whether there is good cause for the Court to amend its scheduling order.
There is an “obvious tension” between the standards applied by Rule 15(a) and Rule 16(b). Fresh Del Monte Produce, Inc. v. Del Monte Foods, Inc., 304 F.R.D. 170, 175 (S.D.N.Y. 2014) (). Rule 15(a)'s “lenient standard . . . must be balanced against the requirement under Rule 16(b) that the Court's scheduling order shall not be modified except upon a showing of good cause.” Holmes v. Grubman, 568 F.3d 329, 334-35 (2d Cir. 2009) (cleaned up); see also Grochowski v. Phoenix Constr., 318 F.3d 80, 86 (2d Cir. 2003) (). Accordingly, the Court will apply and balance both Rule 15(a)'s lenient standard for granting leave to amend with Rule 16(b)'s stricter standard governing amendments after the Court's scheduling order deadline.
Under Rule 15(a)(2), “the only ‘grounds on which denial of leave to amend has long been held proper' are upon a showing of ‘undue delay, bad faith, dilatory motive, [or] futility.'” Sacerdote, 9 F.4th at 115 (quoting Loreley Fin. (Jersey) No. 3 Ltd. v. Wells Fargo Sec., LLC, 797 F.3d 160, 190 (2d Cir. 2015)) (alterations in original). Relevant here, “[a] proposed amendment to a complaint is futile when it ‘could not withstand a motion to dismiss.'” Balintulo v. Ford Motor Co., 796 F.3d 160, 164-65 (2d Cir. 2015) (quoting Lucente v. IBM Corp., 310 F.3d 243, 258 (2d Cir. 2002)). That is, “a proposed claim is futile if, accepting the facts alleged by the party seeking amendment as true and construing them in the light most favorable to that party, it does not ‘plausibly give rise to an entitlement to relief.'” Brach Fam. Found., Inc. v. AXA Equitable Life Ins. Co., No. 16-CV-740 (JMF), 2018 WL 1274238, at *1 (S.D.N.Y. Mar. 9, 2018) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009)). If, however, “the underlying facts or circumstances relied upon by a plaintiff may be a proper subject of relief,” the plaintiff “ought to be afforded an opportunity to test his claim on the merits.” United States v. Cont'l Ill. Nat'l Bank & Tr. Co. of Chi., 889 F.2d 1248, 1254 (2d Cir. 1989) (quoting Foman v. Davis, 371 U.S. 178, 182 (1962)) (emphasis added). Therefore, the Court “should dismiss claims for futility ‘only where it is beyond doubt that the plaintiff can prove no set of facts in support of his amended claims.'” Richard Mfg. Co. v. Richard, 513 F.Supp.3d 261, 290 (D. Conn. 2021) (quoting Pangburn v. Culbertson, 200 F.3d 65, 70-71 (2d Cir. 1999)). “The party opposing a motion to amend bears the burden of establishing that amendment would be futile.” Brach Fam. Found., Inc., 2018 WL 1274238, at *1.
Rule 16(b) governs whether a plaintiff should be permitted to assert an amended complaint after a scheduling order's deadline for doing so. The “good cause” standard in Rule 16(b)(4) applies where a district court has issued “a scheduling order setting a date after which no amendment will be permitted” and the plaintiff requests to amend the complaint after that date. Whether good cause exists generally “depends on the diligence of the moving party.” Parker v. Columbia Pictures Indus., 204 F.3d 326, 340 (2d Cir. 2000), overruled on other grounds as recognized in Natofsky v. City of New York, 921 F.3d 337, 347 ...
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