United States District Court, District of Columbia
B. WALTON UNITED STATES DISTRICT JUDGE
plaintiffs, Headfirst Baseball LLC, et al., filed
this civil action on April 21, 2013, alleging that they
terminated their relationship with defendant Robert Elwood
after discovering that he had allegedly misappropriated
hundreds of thousands of dollars from the plaintiffs over
several years, using the money for non-business purposes,
i.e., personal expenditures, and that defendant Stacey Elwood
was complicit in this alleged conduct. See Headfirst
Baseball LLC v. Elwood, __ F.Supp.3d__, __, 2016 WL
912166, at *2 (D.D.C. Mar. 7, 2016). On July 12, 2013,
defendant Robert Elwood filed several counterclaims against
plaintiff Sullivan, seeking a declaration of the existence of
the alleged Headfirst partnership, see id (citing Elwood
Countercl. ¶¶ 110-17, 122-28), and damages
resulting from being ousted from the alleged partnership, see
id (citing Elwood Countercl. ¶¶ 118-21, 129-35). He
also filed a counterclaim against Headfirst Professional
Sports Camps seeking a compelled buyout of his undisputed 50%
interest in the company. See Id. (citing
Elwood Countercl. ¶¶ 93-109). Currently pending
before the Court is defendant-counterclaim plaintiff Robert
Elwood's Motion for Leave to File Second Amended
Counterclaim Against Sullivan and Headfirst Professional
Sports Camps LLC and Memorandum in Support ("Def.'s
Mot."). Upon careful consideration of the parties'
submissions,  the Court concludes that it must deny
defendant Robert Elwood's motion for leave to file a
second amended counterclaim.
the factual background of this case was previously set forth
by the Court, see Headfirst Baseball, __
F.Supp.3d at__, 2016 WL 91266, at *2, which need not be
repeated here to resolve the motion now before the Court.
on November 6, 2014, defendant Robert Elwood amended his
counterclaim. See Answer to Second Amended Complaint
of Sullivan, Headfirst Baseball, and Headfirst Camps,
Elwood's Amended Counterclaim, and Jury Demand (Nov. 6,
2014), ECF No. 66. Thereafter, on December 1, 2014, the
parties filed a joint report of their Rule 26(f) conference
that included a proposed scheduling order which designated
December 31, 2014, as the proposed deadline for amending the
pleadings. See Joint Report of Rule 26(f) Conference
(Dec. 1, 2014), ECF No. 70. The Court accepted the
parties' proposed deadline for the amendment of the
pleadings, see Scheduling Order at 1 (Dec. 9, 2014), ECF No.
71, and set June 5, 2015, as the date for the close of
discovery, see Id. at 2.
the close of discovery, the parties filed summary judgment
motions, and the Court issued its ruling on these motions on
March 7, 2016. See Headfirst Baseball, __ F.Supp.3d
at __, 2016 WL 91266, at *1. Pursuant to Local Rule 16 and
the Court's Pretrial Order, the parties, on May 19, 2016,
met and conferred regarding the trial and made "pretrial
exchanges, including proposed jury instructions, witness
lists, exhibit lists, and exhibits between June 7 and 14,
2016." Pls.' Opp'n at 6. On June 13, 2016,
defendant Robert Elwood sought the plaintiffs' consent to
further amend his counterclaim, see id, and on the same day,
filed his motion for leave to file a second amended
(1) to respond to the Court's March 2016 summary judgment
opinion in which the Court stated its view of what relief
would be available based on the existing circumstances and
legal theories, and (2) to respond to the [p]laintiffs'
position, first raised on May 16, 2016, that in light of the
Court's summary judgment opinion, Elwood's
expert's opinion on valuation of the Headfirst
Partnership is no longer admissible.
Def.'s Reply at 2.
plaintiffs assert four arguments in opposition to defendant
Robert Elwood's current motion to amend his counterclaim:
(1) there is no good cause to justify a significant deviation
from the Court's scheduling order and, if defendant
Robert Elwood could establish good cause, leave to file the
second amended counterclaim should be denied because (2)
defendant Robert Elwood unduly delayed asserting these
additional claims, (3) leave to file would cause undue
prejudice, and (4) the defendant's motion is futile, at
least in regards to one of the additional claims asserted.
See Pls.' Opp'n at 2. The Court will address each of
the plaintiffs' arguments in turn.
The Good Cause Standard of Rule 16 of the Federal
Rules Civil Procedure Governs
plaintiffs contend that the applicable law governing the
motion now before the Court is the "good cause"
standard of Federal Rules of Civil Procedure Rule 16(b)
("Rule 16(b)"), and more importantly, that under
this standard, defendant Robert Elwood has failed to provide
the Court with the requisite
good cause [as to] why the Court should permit him to modify
the Court's scheduling Order by amending his counterclaim
eighteen months after the Scheduling Order's deadline for
amendments to pleadings, twelve months after the close of
discovery, three months after summary judgment was decided,
during the parties' pretrial exchanges of information
under Local Rule 16, and just months away from trial.
Id. at 8-9. Defendant Robert Elwood responds that
Federal Rules of Civil Procedure Rule 15(a) ("Rule
15(a)"), which requires district courts to grant leave
to file amended pleadings "when justice so requires,
" Fed.R.Civ.P. 15(a)(2), is the applicable ...