United States District Court, D. New Jersey
COUNTY OF ESSEX and THE ESSEX COUNTY BOARD OF CHOSEN FREEHOLDERS Plaintiffs,
AETNA INC., AETNA LIFE INSURANCE COMPANY, INC., ABC CORPS. 1-100, and JOHN DOES 1-100, Defendants.
HONORABLE CATHY L. WALDOR UNITED STATES MAGISTRATE JUDGE.
MATTER comes before the Court on Defendants',
Aetna Inc. and Aetna Life Insurance Company (collectively,
“Aetna”), Motion for Leave to Amend and
Supplement their Answer and Counterclaim. ECF No. 90.
Plaintiffs, County of Essex and the Essex County Board of
Chosen Freeholders (collectively, the “County”)
oppose Aetna's motion. ECF No. 100. Decided without oral
argument under Federal Rule of Civil Procedure 78,
Aetna's motion is DENIED.
Court assumes the parties' familiarity with the factual
and procedural history of this action and addresses only
those facts necessary for the resolution of the instant
motion. The underlying suit involves a dispute over the terms
of insurance plans Aetna provided to Plaintiffs for its
employees and retirees. See generally ECF Nos. 1, 2.
March 2, 2018, this Court entered its original Pretrial
Scheduling Order (“Scheduling Order”) that
included an August 31, 2018 deadline for any motion to amend
the pleadings. ECF No. 11. On at least three separate
occasions, at the parties' request, the Court amended the
deadlines in the Scheduling Order. See ECF Nos. 13,
26, 29. While certain dates were amended based on the
Court's Orders, the Court did not modify the deadline for
filing motions to amend pleadings and no request for such a
modification was ever submitted by the parties.
2018, the parties cross moved for judgment on the pleadings.
(ECF Nos. 14, 20), and Judge William H. Walls (deceased)
(“Judge Walls”) issued an Opinion and Order on
those motions on December 13, 2018. ECF Nos. 30, 31. On
January 9, 2019, the County filed a Motion for
Reconsideration of the December 13, 2018 Opinion and Order,
which Defendants opposed on February 25, 2019, and on March
12, 2019, the County replied. ECF Nos. 32, 40, 41. In
response to Plaintiffs' Motion for Reconsideration, Judge
Walls issued an Opinion and Order on May 1, 2019, determining
that Plaintiffs were entitled to judgment on the pleadings
for all contract years except 2010. ECF Nos. 50, 51. Defendants
then moved for reconsideration of the May 1, 2019 Opinion and
Order. ECF No. 59-8. Defendants argued, among other things,
the County's December 21, 2015 public resolution (the
“2015 Resolution”) (ECF No. 40-3), that Aetna was
a party to (ECF No. 40-3 at 12), and the County referenced in
its Complaint (ECF No. 1-2 ¶¶ 17, 21), precipitated
Plaintiffs' to change their theory of the case. ECF No.
59-8 at 16-21. On August 15, 2019, Judge Susan D. Wigenton
(“Judge Wigenton”) denied Defendant's Motion
for Reconsideration because Defendants' posited new
arguments based upon information already in their possession
and their position was “nothing more than a
disagreement with the Court's ruling.” ECF Nos. 83.
On October 22, 2019, this Court issued an Order directing the
parties to pursue damages discovery. ECF No. 98.
circumvent the Opinions and Orders issued by Judges'
Walls and Wigenton, on September 27, 2019, Defendants brought
the instant motion to amend its answer, add affirmative
defenses, and counterclaims. ECF No. 90-1. This motion comes
over a year after the deadline to amend. ECF No. 90.
Plaintiff filed its response to the instant motion, (ECF No.
100), and Defendant filed its reply (ECF No. 107).
Defendants' moving brief, they seek leave to file an
Amended Answer pursuant to Federal Rule of Civil Procedure
15(a) and state that Federal Rule of Civil Procedure 16 is
inapplicable. ECF No. 90-1. Plaintiffs' opposed
Defendants' motion. ECF No. 100. In Defendants'
reply, they briefly address Rule 16 “good cause”
but incorrectly recite the standard, specifically stating
that “‘good cause' exists where . . . the
movant seeks leave to amend in response to material
developments in the case.” ECF No. 107 at 6.
Rule 15 of the Federal Rules of Civil Procedure, “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, in
situations such as those present in this case, if a party
seeks to amend “after the deadline for doing so set by
the Court, the movant must satisfy the [good cause standard]
of Rule 16 before the Court will turn to Rule 15.”
Karlo v. Pittsburgh Glass Works, LLC, 2011 WL
5170445, at 2 (W.D.Pa. Oct. 31, 2011); see also
Dimensional Commc'n, Inc. v. OZ Optics, Ltd., 148
Fed.Appx. 82, 85 (3d Cir. 2005) (adopting the Rule 16 good
cause standard on a motion to amend where the deadline to
amend had elapsed).
cause is determined based “on the diligence of the
moving party” who must show that despite its efforts,
“the deadlines set forth in the scheduling order could
not reasonably be met.” Harbor Laundry Sales, Inc.
v. Mayflower Textile Servs. Co., No. 09-6259, 2011 WL
6303258, at *3 (D.N.J. Dec. 16, 2011). The District of New
Jersey has found that “allowing extensions in the
absence of good cause . . . deprive[s] trial judges of the
ability to effectively manage the cases on their overcrowded
dockets and severely impair[s] the utility of scheduling
orders.” Monroe v. City of Hoboken, No.
11-2556, 2012 WL 1191177, at *5 (D.N.J. Apr. 10, 2012)
(citations omitted). If a movant had the knowledge necessary
to file a motion to amend prior to the expiration of the
Court's deadline set forth in the scheduling order, and
if the movant can provide no satisfactory explanation for the
delay, the Court may, in its discretion, deny the
motion.” Lasermaster International Inc. v.
Netherlands Insurance Co., 2018 WL 619190115-cv-7614
(D.N.J. Nov. 28, 2018).
failed to demonstrate that they diligently pursued the
proposed amendments and therefore, have not demonstrated the
necessary “good cause” for the Court to amend its
scheduling order. As an initial matter, Defendant's
motion to amend is untimely because it was submitted more
than a year after the deadline for amendment of the pleadings
had passed. As noted above, the Court amended the Scheduling
Order at least three (3) separate occasions and Defendants
never sought an extension of time to file an amended
pleading. “Because this motion is untimely,
Defendant[s] ha[ve] the burden to demonstrate that [they]
acted diligently” in presenting their amended answer,
additional affirmative defenses and counterclaims.
Lasermaster, 2018 WL 6191901 (D.N.J. Nov. 28, 2018).
However, Defendants' briefing completely failed to
provide any evidence that they acted diligently in seeking
this motion to amend. Out of an abundance of caution, the
Court also applied Defendants' Rule 15 arguments
concerning their lack of undue delay in seeking leave to
amend to this Rule 16 analysis. Defendants' arguments are
unavailing because, as noted above, Defendants had multiple
opportunities to seek to amend the and failed to do so.
asserted three reasons for why “good cause”
existed for their proposed amendments: (1) that they have
“good cause” to add counterclaims because
Plaintiff changed its legal theory of the case in its March
12, 2019 reply (ECF No. 41) that was based upon the public
2015 Resolution; (2) that the deposition of Alan Abramowitz
supports their mitigation defense (ECF No. 107 at n. 6); and
(3) that the Court's approval of the parties Stipulation
of Partial Dismissal with Prejudice (ECF No. 102) regarding
the 2010 contract year supports their additional affirmative
defenses. Defendants' state that that “good
cause” exists where “the movant seeks leave to
amend in response to material developments in the
case.” ECF No. 107 at 6. However, as noted above, this
is not the crux of a Rule 16 analysis, rather “good
cause” rests upon the moving parties' diligence in
its pursuit of amending the pleadings. GlobespanVirata,
Inc. v. Texas Instruments, Inc., 2005 WL 1638136, at *3
(D.N.J. July 12, 2005) (quoting Rent-A-Ctr. v. Mamaroneck
Ave. Corp., 215 F.R.D. 100, 104 (S.D.N.Y. Apr. 9,
2003)); Chancellor v. Pottsgrove Sch. Dist., 501
F.Supp.2d 695, 702 (E.D.Pa. Aug. 8, 2007) (“[a]bsent
diligence, there is no ‘good cause.' ”);
see also Fed. R. Civ. P. 16(b), advisory
committee's note (1983 Amendment) (“[T]he court may
modify the schedule on a showing of good cause if it cannot
reasonably be met despite the diligence of the party seeking
Court finds Defendants' arguments in support of
“good cause” unpersuasive. First, Defendants'
did not direct the Court to any evidence demonstrating they
diligently pursued amending and supplementing their answer
and counterclaims. ECF Nos. 90-1, 107 at 6-9. Second,
Defendants' point the Court to a few lines in
Plaintiffs' reply to Defendants opposition to
Plaintiffs' Motion for Reconsideration that was
predicated on the public 2015 Resolution that was expressly
referenced in the County's Complaint (ECF No. 1-2
¶¶ 17, 21), and Aetna was a party to (ECF No. 40-3
at 12). Given that Defendants' theory for adding
counterclaims rests upon a publicly available document from
2015, that was referenced in the County's Complaint, and
that Aetna signed in November 2015 (ECF No. 40-3 at 12),
Defendants' were surely aware of or in possession of the
2015 Resolution as early as November 2015 or at the latest,
December 27, 2017, the date the Complaint was filed. When
“the party knows ...