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PCH Mutual Insurance Company, Inc. v. Casualty & Surety

November 15, 2010

PCH MUTUAL INSURANCE COMPANY, INC., PLAINTIFF,
v.
CASUALTY & SURETY, INC., DEFENDANT.



The opinion of the court was delivered by: Colleen Kollar-kotelly United States District Judge

MEMORANDUM OPINION

This action arises out of an alleged breach of an agreement entered into by and between Plaintiff PCH Mutual Insurance Company, Inc. ("PCH") and Defendant Casualty & Surety, Inc. ("CSI"). Presently before the Court is PCH's [62] Motion for Leave to Amend Complaint ("Motion to Amend"), which CSI has opposed. For the reasons set forth below, the Court shall GRANT the Motion to Amend.

I. BACKGROUND

PCH is a "risk retention group" domiciled in the District of Columbia providing insurance coverage to assisted living facilities. Compl., Docket No. [1-4], ¶¶ 3, 5. CSI is an insurance wholesale broker and insurance program manager based in Alabama. Id. ¶¶ 4, 6. On or about March 31, 2004, PCH and CSI entered into an Administrative Service Agreement (the "Agreement"), pursuant to which CSI was to provide program administrative services for PCH's liability insurance programs. Id. ¶¶ 7-8 and Ex. A (Agreement) at 1. The Agreement, among other things, allegedly required CSI to adhere to certain insurance underwriting guidelines. Id. ¶ 16 and Ex. A (Agreement) at ¶ 2.

On January 22, 2008, PCH filed a four-count complaint against CSI in the Superior Court for the District of Columbia (Case No. 08-00499). See Compl., Docket No. [1-4]. The four counts may be summarized as follows:

* Count I (Breach of Contract): In Count I, PCH alleges that CSI failed to issue, or failed to issue in a timely manner, insurance policies in violation of the Agreement. Compl. ¶¶ 22-25.

* Count II (Breach of Contract): In Count II, PCH alleges that CSI's failure to be properly licensed as a broker in the District of Columbia or as a non-resident insurance producer was in breach of CSI's contractual obligation under the Agreement to observe all applicable laws and regulations in the performance of its services. Compl. ¶¶ 26-30.

* Count III (Breach of Fiduciary Duty): In Count III, PCH alleges that CSI breached the fiduciary duties it owed to PCH by, among other things, engaging in self-dealing and wrongfully diverting funds from PCH by placing insurance premiums it collected in interest bearing accounts and retaining all interest earned. Compl. ¶¶ 31-35.

* Count IV (Unjust Enrichment): In Count IV, PCH alleges that CSI has been unjustly enriched by wrongfully diverting funds from PCH as described immediately above. Compl. ¶¶ 36-39.

On February 19, 2008, CSI removed the case to this Court, and, on February 25, 2008, filed an Answer to the Complaint. See Def.'s Not. of Removal, Docket No. [1]; Answer, Docket No. [4]. On March 7, 2008, CSI filed a Motion to Compel Arbitration and Stay Proceedings. See Def.'s Mot. to Compel Arbitration and Stay Proceedings, Docket No. [8]. The Court temporarily stayed discovery related to the merits of litigation and, after resolving certain motion practice and conducting a bench trial on the threshold question of the arbitrability of the parties' dispute, this Court denied CSI's Motion to Compel Arbitration and Stay Proceedings. See Order (Aug. 5, 2008), Docket No. [29]; Order (Nov. 15, 2010), Docket No. [64].

On October 14, 2010, while CSI's Motion to Compel Arbitration and Stay Proceedings was still outstanding, PCH filed the present Motion to Amend. See Pl.'s Mot. for Leave to Amend Complaint ("Pl.'s Mot. to Amend"), Docket No. [62]. Included with PCH's Motion was a Proposed First Amended Complaint. See Pl.'s Proposed First Am. Compl. ("Am. Compl."), Docket No. [62-1]. CSI filed papers in opposition on October 28, 2010. See Def.'s Opp'n to Pl.'s Mot. for Leave to Amend Compl. ("Def.'s Opp'n"), Docket No. [63]. PCH's deadline to file a memorandum in reply has long since passed. As of the date of this Memorandum Opinion, the docket reflects that no such papers have been filed. Accordingly, this matter is now fully briefed and ripe for adjudication.

II. LEGAL STANDARD

Pursuant to Federal Rule of Civil Procedure 15(a)(1), a party may amend its pleadings once as a matter of course within twenty-one days after service or within twenty-one days after service of a responsive pleading. Where, as here, a party seeks to amend its pleadings outside that time period, they may do so only with the opposing party's written consent or the district court's leave. Fed. R. Civ. P. 15(a)(2). The decision whether to grant leave to amend a complaint is within the discretion of the district court, but leave "should be freely given unless there is a good reason, such as futility, to the contrary." Willoughby v. Potomac Elec. Power Co., 100 F.3d 999, 1003 (D.C. Cir. 1996), cert. denied, 520 U.S. 1197 (1997); see also Foman v. Davis, 371 U.S. 178, 182 (1962) ("If the underlying facts or circumstances relied upon by a plaintiff may be a proper subject of relief, he ought to be afforded an opportunity to test his claim on the merits. In the absence of any apparent or declared reason -- such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies ...


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