JJD ELECTRIC, LLC v. Sunpower Corp., Sys.

• Docket Number: CIVIL 22-1275 (RBK/MJS)
• Decision Date: 01 September 2023
• Parties: JJD ELECTRIC, LLC, Plaintiff, v. SUNPOWER CORPORATION, SYSTEMS, Defendant.
• Court: U.S. District Court — District of New Jersey

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JJD ELECTRIC, LLC, Plaintiff,
v.
SUNPOWER CORPORATION, SYSTEMS, Defendant.

CIVIL No. 22-1275 (RBK/MJS)

United States District Court, D. New Jersey

September 1, 2023

Hon. Robert B. Kugler Senior United States District Judge

OPINION & ORDER

MATTHEW J. SKAHILL UNITED STATES MAGISTRATE JUDGE

This matter comes before the Court upon the motion for leave to file an amended complaint (“Motion”) filed by plaintiff JJD Electric, LLC (“Plaintiff”) [ECF No. 33]. The Court has reviewed Plaintiff's submission, the opposition filed by defendant SunPower Corporation, Systems (“SunPower”) [ECF No. 38], and Plaintiff's brief in reply [ECF No. 39]. The Court exercises its discretion to decide the Motion without oral argument. See Fed.R.Civ.P. 78; L. Civ. R. 78.1. For the reasons to be discussed, Plaintiff's Motion is GRANTED in part and DENIED in part.

Procedural History

Plaintiff filed suit against SunPower and then-defendant Solar Star River, LLC (“Solar Star”) in the Superior Court of New Jersey, Camden County on January 20, 2022. ECF No. 1-3. Plaintiff alleged that SunPower contracted with the Delaware River Port

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Authority (“DRPA”) to construct and install “certain solar power generation and storage equipment at various DRPA locations in southern New Jersey.” Id. ¶¶ 7-8. SunPower hired Plaintiff as a subcontractor, by way of a Subcontract Agreement dated May 18, 2020, which required Plaintiff to “provide certain electrical contracting services in connection with the installation of power equipment” at the various project locations. Id. ¶¶ 10-12. Plaintiff alleged that “[t]he total balance due from SunPower to JJD for the electrical work performed but unpaid is estimated to be approximately $2 million, including retainage, plus delay damages in the approximate amount of $4 million.” Id. ¶ 19.

Plaintiff brought four claims against SunPower: (1) violation of New Jersey Prompt Payment Act, (2) breach of contract, (3) unjust enrichment, and (4) breach of implied covenant of good faith and fair dealing. ECF No. 1-3. Plaintiff brought only the unjust enrichment claim against Solar Star. Id.

SunPower and Solar Star removed the case to this Court on March 9, 2022. ECF No. 1. Solar Star filed a motion to dismiss the complaint on March 16, 2022 [ECF No. 11] and SunPower filed a motion to dismiss and compel arbitration on April 11, 2022 [ECF No. 17]. However, before Plaintiff responded to either of these motions, the parties stipulated to (1) the dismissal of Solar Star as a defendant [ECF No. 19], (2) the case being stayed “pending the conclusion of mediation and arbitration” [ECF No. 22], and (3)

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the withdrawal, without prejudice, of SunPower's motion to dismiss and compel arbitration [id.].

The case was reinstated on January 26, 2023 [ECF No. 24] upon request of the parties [ECF No. 23]. SunPower subsequently filed a joint motion to dismiss and motion for summary judgment on February 10, 2023. ECF No. 30. In response, Plaintiff filed an amended complaint on March 3, 2023 [ECF No. 32] and the current Motion on March 6, 2023 [ECF No. 33] “out of an abundance of caution” in case Plaintiff was not permitted to file the amended complaint as a matter of course. ECF No. 33-1 at 5. In light of the Motion, the Court administratively terminated SunPower's motion to dismiss and motion for partial summary judgment. ECF No. 35.

Discussion

The Court must first determine whether Plaintiff properly filed the amended complaint as a matter of course pursuant to Federal Rule of Civil Procedure 15(a)(1) (“Rule 15(a)(1)”), or whether the Court's leave was required pursuant to Federal Rule of Civil Procedure 15(a)(2) (“Rule 15(a)(2)”).

Federal Rule of Civil Procedure 15(a) states:

(1) Amending as a Matter of Course. A party may amend its pleading once as a matter of course within:

(A) 21 days after serving it, or

(B) if the pleading is one to which a responsive pleading is required, 21 days after

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service of a responsive pleading or 21 days after service of a motion under Rule 12(b), (e), or (f), whichever is earlier.

(2) Other Amendments. In all other cases, a party may amend its pleading only with the opposing party's written consent or the court's leave. The court should freely give leave when justice so requires.

Fed. R. Civ. P. 15(a).

Plaintiff argues that it should be able to amend the complaint as a matter of course under Rule 15(a)(1) because Plaintiff has not yet amended its complaint, and the amended complaint complies with the plain text of Rule 15(a)(1)(B) because it was filed within twenty-one days of SunPower's motion to dismiss and motion for summary judgment. ECF No. 33-1 at 8-9. Plaintiff argues that its right to file an amended complaint as a matter of course did not expire with Solar Star and SunPower's previous motions to dismiss because those motions were terminated and withdrawn, respectively.

SunPower argues that Plaintiff was not entitled to amend the complaint as a matter of course because Plaintiff's right to do so expired on April 6, 2022, twenty-one days after Solar Star filed its motion to dismiss.^[1] ECF No. 38 at 6-8. SunPower argues that

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the termination and withdrawal of the previously filed motions to dismiss had no impact on the twenty-one-day period prescribed by the Rule. Id. at 7 (“The withdrawal of each motion to dismiss is a red herring and has no effect on Plaintiff's deadline to amend ‘as a matter of course,' which expired prior to the withdrawal.”).

The Court finds that Plaintiff was not permitted to file an amended complaint as a matter of course pursuant to Rule 15(a)(1). Although there is ambiguity in the case law in this circuit and other circuits regarding the proper interpretation of Rule 15(a)(1), the Court finds two cases particularly instructive in making this determination. In Adams-Buffaloe v. State-Operated Sch. Dist. of the City of Camden, Civ. No. 18-17122, 2020 WL 6055152 (D.N.J. Oct. 14, 2020), the Court found that the Court's administrative termination of a case and subsequent dismissal of a motion to dismiss after the deadline to file an opposition to the motion passed did not toll the twenty-one-day deadline for the plaintiff to amend her complaint as a matter of course once the case was restored to the active docket. Cf. Brown v. Camden City Sch. Dist., Civ. No. 19-0114, 2020 WL 6055070 (D.N.J. Oct. 13, 2020) (finding that the Court's administrative termination of a case and subsequent dismissal of a motion to dismiss before the deadline to file an opposition to the motion passed did toll the twenty-one-day deadline for the plaintiff to amend her complaint

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as a matter of course once the case was restored to the active docket).

In this case, Solar Star's motion to dismiss was filed on March 16, 2022 [ECF No. 11]. Per Rule 15(a)(1), Plaintiff had until April 6, 2022 to file an amended complaint as a matter of course. Although Plaintiff did request an extension of the return date of the motion on March 31, 2022 [ECF No. 16], courts in this district have held that this extension does “not act to extend the time for plaintiff to amend [the] complaint without leave of court under Rule 15(a)(1)(B).” Killion v. Cohen, Civ. No. 16-5356, 2017 WL 2426860, at *2 n. 2 (D.N.J. June 5, 2017). Regardless, Plaintiff never responded to the motion. Instead, the motion to dismiss was terminated on April 19, 2022, after Plaintiff and Solar Star entered into a stipulation dismissing Solar Star as a defendant [ECF No. 19]. This, however, was thirteen days after Rule 15(a)(1)(B)'s twenty-one-day period ended. Therefore, because Plaintiff did not file an amended complaint within twenty-one days of the first motion to dismiss being filed in this case, even though the motion was subsequently terminated, Plaintiff's right to file an amended complaint as a matter of course expired long before the case was reinstated.^[2]

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Thus, the Court will address Plaintiff's motion for leave to amend [ECF No. 33] under Rule 15(a)(2), which states that “a party may amend its pleading only with the opposing party's written consent or the court's leave. The court should freely give leave when justice so requires.” Fed.R.Civ.P. 15(a)(2). However, a court may deny a party's leave to amend a pleading “where it is apparent from the record that ‘(1) the moving party has demonstrated undue delay, bad faith or dilatory motives, (2) the amendment would be futile, or (3) the amendment would prejudice the other party.'” United States ex rel. Schumann v. Astrazeneca Pharms. L.P., 769 F.3d 837, 849 (3d Cir. 2014) (quoting Lake v. Arnold, 232 F.3d 360, 373 (3d Cir. 2000)).

Plaintiff seeks leave to amend its complaint to (1) assert two additional counts against SunPower, (2) add TotalEnergies Distributed Generation USA, LLC (“TotalEnergies” or “TEDGUS”) as a defendant and assert all six claims against it, and (3) assert a demand for a jury trial.

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SunPower only opposes this Motion insofar as it asserts noncontractual claims against TEDGUS, on the grounds that such claims are futile.^[3] ECF No. 38 at 10-12. However, courts in this District have held that existing defendants do not have standing to oppose the addition of a new defendant on futility grounds. See, e.g., Conrad v. Lopez De LaSalle, Civ. No. 21-8462, 2023 WL 4534110, at *4-5 (D.N.J. July 12, 2023); Chesler v. City of Jersey City, Civ. No. 15-1825, 2019 WL 6318301, at *3 (D.N.J. Nov. 26, 2019). Although the Court notes that SunPower allegedly assigned its Subcontract with Plaintiff to TEDGUS as part of an equity sale [ECF No. 33-2 ¶ 35], on the record before it,^[4] the Court does not find, nor has it been argued, that SunPower and TEDGUS are the

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same entity for purposes of SunPower having standing to oppose the addition of TEDGUS on futility grounds.^[5]

Nevertheless, it would be futile for the Court to permit Plaintiff to add TEDGUS as a defendant if Plaintiff did...