Passamaquoddy Wild Blueberry Co. v. Cherryfield Foods, Inc.
| Decision Date | 12 April 2018 |
| Docket Number | DOCKET NO. BCD-CV-2017-18 |
| Parties | PASSAMAQUODDY WILD BLUEBERRY CO., Plaintiff, v. CHERRYFIELD FOODS, INC., et al., Defendants. |
| Court | Maine Superior Court |
CUMBERLAND, ss.
This matter comes before the Court on Plaintiff Passamaquoddy Wild Blueberry Company's ("PWBC") motion for leave to amend its Complaint against Cherryfield Foods, Inc. ("CFI") and Oxford Frozen Foods Limited (collectively "Defendants"). Defendants opposed the motion, and PWBC timely replied. The Court heard oral argument on the motion on March 25, 2018. Dan Mitchell, Esq. appeared for PWBC and John Aromando, Esq. appeared for Defendants.
This case arises out of CFI's termination of a multi-year contract (the "Agreement")1 for the purchase of PWBC's annual harvest of wild blueberries. (Pl's Compl. ¶¶ 14,18, 45, 52.)2 CFI first gave PWBC notice of its intent to terminate the contract by a letter dated September 28, 2016. (Pl's Compl. ¶ 45.) By letter dated February 10, 2017, CFI notified PWBC that it considered its termination effective as of the 2017 harvest. PWBC filed its Complaint againstDefendants on April 11, 2017, alleging inter alia that CFI's termination breached the Agreement's termination provision because the Agreement's automatic extension provision obligated CFI to purchase PWBC's annual harvest through 2020. (See Pl's Compl. ¶¶ 58-65.) On page 8 of its Order on Pending Motions entered June 20, 2017, this Court denied CFI's motion to dismiss the Complaint, finding that the plain language of the Agreement's termination provision unambiguously provided a four-year tail following a notice of termination by either party. On September 12, 2017, Defendants made an unqualified offer to purchase PWBC's entire blueberry harvest for the years 2018, 2019, and 2020, according to the same terms as the prior contract. Plaintiffs accepted the offer by letter dated September 26, 2017. Defendants served PWBC with an offer of judgment dated December 4, 2017; this offer was rejected. See M.R. Civ. P. 68.
Meanwhile, Defendants started a rolling production of documents in response to PWBC's discovery requests on September 8, 2017. After having last produced documents on November 4, 2017, Defendants made another production on January 12, 2018. This January production led PWBC to conclude that CFI had manipulated the "sales-based price" so that it would not appear to be the highest of three possible price alternatives CFI was obligated to pay PWBC pursuant to the Agreement.3 The parties do not agree as to whether during the performance of the agreement CFI provided PWBC with adequate information as to how it calculated the sales-based price or its ultimate determination of the sales-based price. Now that PWBC has discovered what it believes to be evidence of allegedly results-oriented methodology in determining the sales-based price, PWBC seeks to amend its Complaint to bring claims for breach of contract (ProposedCount II), intentional misrepresentation (Proposed Count IV), and negligent misrepresentation (Proposed Count VII) based on this alleged manipulation.
Maine Rule of Civil Procedure 15(a) states that after a responsive pleading is served, "a party may amend the party's pleading only by leave of court or by written consent of the adverse party . . . ." Id. "Leave to amend a complaint 'shall be freely given when justice so requires.'" Sherbert v. Remmel, 2006 ME 116, ¶ 7, 908 A.2d 622 (quoting M.R. Civ. P. 15(a)). "A motion to amend a pleading . . . is committed to the sound discretion of the trial court." Bangor Motor Co. v. Chapman, 452 A.2d 389, 392 (Me. 1982).
Defendants argue that these newly discovered claims would be more appropriately brought in a separate action. (Def's Opp. Mot. Amend 1-2, 10.) First, Defendants claim that PWBC's motion is untimely. (Def's Opp. Mot. Amend 5-7.) Second, Defendants claim that allowing PWBC to amend its claim will unfairly prejudice Defendants. (Def's Opp. Mot. Amend 7-9.)
Defendants claim that PWBC should have brought this motion earlier, after Defendants' first two productions in the Fall of 2017.4 PWBC counters that although some of the documents that form the basis of its new claim were produced in the Fall, the relevance of these documents to the new claim were not evident until the January 2018 production. At the oral argument,counsel for PWBC explained that while some documents produced earlier are cited in the amendments, it was the documents produeed in January that "tied it together" and prompted PWBC to bring the instant motion.
The Court accepts PWBC's characterization of how it became apprised of the factual underpinning to its new claims, and therefore agrees with PWBC that its motion is timely. The Court appreciates both parties' attempts to bring this suit to a speedy resolution, but PWBC cannot be faulted for conducting a diligent analysis of Defendant's produced documents. PWBC's motion to amend is timely under the circumstances.
As discussed infra, the proposed amendments will require a modification of the current schedule and delay trial. However, resulting delay alone is insufficient grounds for denying a motion to amend. See Kelly v. Michaud's Ins. Agency, 651 A.2d 345, 347 (Me. 1994). Furthermore, allowing PWBC to bring these new claims now will ultimately serve to conserve judicial resources. Defendants do not argue futility of amendment; they concede that if the Court denies PWBC's motion that PWBC should still be allowed to pursue its claims relating to the manipulation of the sales-based price. (Def's Opp. Mot. Amend 1-2, 10.) At oral argument, Defendant's counsel reaffirmed this position unequivocally. But the proposed amendments bring claims arising out of the same contract, involve the same parties, and—despite Defendants' assertions to the contrary—it is plausible that there will be some factual overlap. All of the procedural requirements necessary for starting a new lawsuit—and the motion practice necessary to transfer the second suit to this Court—are bypassed by simply allowing PWBC to bring its proposed claims now. In sum, allowing PWBC to amend its Complaint to bring the proposed claims will result in a net reduction of the time required to resolve all pending claims between these parties.
Defendants next argue that the motion to amend should not be granted because it would cause them undue prejudice. In particular, Defendants claim that the time and expense associated with further delay will result in unfair prejudice, and that Defendants would be further prejudiced by the proposed amendment because of the offer of judgment served on PWBC in December 2017.
The Court recognizes that allowing PWBC to amend its Complaint to bring these new claims will result in further commitments of time and resources by both parties. However, amendments that add new claims to a complaint almost always require a defendant to commit additional resources in order to defend against those claims. As counsel for PWBC pointed out at oral argument, the proposed amendments are expected to prejudice Defendants to the extent that they represent a new potential for liability. The prejudice Defendants allege in their opposition amounts to the additional commitment of resources to defend against the new proposed claims. The Court disagrees that this prejudice is unfair. The cases cited by Defendants fail to support their position. See Bangor Motor Co. v. Chapman, 452 A.2d 389, 393 (Me. 1982) (); Holden v. Weinschenk, 1998 ME 185, ¶ 7, 715 A.2d 915 ().
Similarly, the Court is not convinced that Defendants' service of an offer of judgment pursuant to M.R. Civ. P. 68 is relevant to the analysis of whether PWBC's proposed amendments would result in undue prejudice to Defendants. The Court acknowledges that Defendants madetheir offer based on the claims that were then in issue—and which had been narrowed to a calculation of damages resulting from CFI's failure to purchase PWBC's 2017 blueberry harvest—but this is true of all strategic decisions Defendants have made thus far in litigation. Furthermore, the Court is not aware of any authority that prohibits the Defendants from serving a second or amended offer of judgment on PWBC, and Defendants do not direct the Court's attention to any such authority. In sum, while the proposed amendments may prejudice Defendants, the Court rules that any resulting prejudice would not be unfair.
Based on the foregoing it is hereby ORDERED:
Pursuant to M.R. Civ. P. 79(a), the Clerk is hereby directed to incorporated this Order by reference in the docket.
/s/_________
Passamaquoddy Wild Blueberry Co
Julia Petney, Esq.
Timothy Steigelman, Esq.
84 Marginal Way, Suite 600
Portland, ME 04104-2480
Cherryfield Foods, Inc. and Oxford Frozen Foods, Ltd
John Aromando,, Esq.
Eric Wycoff, Esq.
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