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White v. Hilton Hotels Retirement Plan

United States District Court, District of Columbia

March 31, 2019

VALERIE R. WHITE, et al., Plaintiffs,


          COLLEEN KOLLAR-KOTELLY United States District Judge.

         Plaintiffs Valerie R. White, Eva Juneau, and Peter Betancourt seek leave to amend their operative complaint yet again. This time Plaintiffs propose adding a further plaintiff, Darryl Hemphill, to remedy a potential defect in their proposed representation of a putative subclass. See Pls.' Mot. for Leave to Amend Compl. to Add Additional Named Representative, ECF No. 58, at 1-3 & n.2. Yet, an examination of one factor for the Court's consideration-the amendment's futility-indicates that Plaintiffs are unable to prevail, though for a reason not squarely addressed by Plaintiffs or Defendant Hilton entities and executives.[1] The Court need not reach Plaintiffs' request, in the alternative, for Mr. Hemphill's intervention. Upon consideration of the briefing, [2]the relevant legal authorities, and the record as a whole, the Court shall, in an exercise of its discretion, DENY Plaintiffs' [58] Motion for Leave to Amend Complaint to Add Additional Named Representative.

         I. BACKGROUND

         Plaintiffs bring this putative class action under the Employee Income Security Act of 1974 (“ERISA”) with respect to certain vesting determinations made by the Hilton Hotels Retirement Plan (the “Plan”). This matter was noticed as related to Kifafi v. Hilton Hotels Retirement Plan, No. 98-cv-1517 (CKK) (D.D.C.) (“Kifafi”), an action over which the Court concluded its jurisdiction in December 2015, after more than 17 years of litigation. See Kifafi, 752 Fed.Appx. 8, 9 (D.C. Cir. Feb. 15, 2019) (Mem.) (per curiam); Order at ECF p. 3, Kifafi, ECF No. 447.[3] In Kifafi, the Court certified a benefit-accrual class and certain vesting subclasses. See Kifafi, 701 F.3d 718, 723-24 (D.C. Cir. 2012); Kifafi, 616 F.Supp.2d 7, 10 (D.D.C. 2009).

         The Second Amended Complaint, ECF No. 50, is replete with allegations that the legal issues underlying this new putative class action have already been decided by the Court in Kifafi, and that such determinations are binding under the doctrines of res judicata and offensive collateral estoppel.

         The Court addressed those legal issues in varying degrees when it granted-in-part and denied-in-part Defendants' motion to dismiss the (First) Amended Complaint, and granted Plaintiffs' motion for leave to file the Second Amended Complaint. See Mem. Op. and Order, White v. Hilton Hotels Retirement Plan, 263 F.Supp.3d 8 (D.D.C. 2017), ECF No. 21; Mem. Op., ECF No. 49. In the former instance, the Court touched on Kifafi but focused on the viability of Plaintiffs' individual claims, rather than those of the subclasses they proposed to represent. See White, 263 F.Supp.3d at 9, 11-12. When it later considered the motion to amend, the Court expressly refrained from diving into the Kifafi depths:

Defendants effectively ask this Court to decide these and other disputes [related in part to Kifafi] in determining whether to grant the Motion to Amend. But they cannot argue that the Court is required to resolve such issues at this stage. In an exercise of this Court's discretion under Federal Rule of Civil Procedure 15(a)(2), the Court finds that the Motion to Amend is not the proper posture to resolve these disputes. Plaintiffs have reasonably attempted to address the reasons for which this Court initially dismissed Claim Three [associated with a putative subclass other than the proposed “non-participating service” subclass], and accordingly the litigation shall proceed on the basis of their Second Amended Complaint.

Mem. Op., ECF No. 49, at 2-3. Despite the fact that the presently pending motion also seeks leave to amend, or in the alternative to intervene, the Court now finds that attention to Kifafi is crucial. And because of the intersection between the latest proposed amendment and one of the proposed subclasses, the Court denied the motion for class certification without prejudice pending the Court's decision as to this motion. Order, ECF No. 62.


         In cases where plaintiffs have already amended their Complaint, Federal Rule of Civil Procedure 15(a)(2) provides that “a party may amend its pleading only with the opposing party's written consent or the court's leave, ” which should be “freely give[n] . . . when justice so requires.” Fed.R.Civ.P. 15(a)(2); see Willoughby v. Potomac Elec. Power Co., 100 F.3d 999, 1003 (D.C. Cir. 1996) (finding that leave to amend a complaint is within the court's discretion and “should be freely given unless there is a good reason . . . to the contrary”); Firestone v. Firestone, 76 F.3d 1205, 1208 (D.C. Cir. 1996) (noting that “it is an abuse of discretion to deny leave to amend unless there is sufficient reason”).

         “When evaluating whether to grant leave to amend, the Court must consider (1) undue delay; (2) prejudice to the opposing party; (3) futility of the amendment; (4) bad faith; and (5) whether the plaintiff has previously amended the complaint.” Howell v. Gray, 843 F.Supp.2d 49, 54 (D.D.C. 2012) (citing Atchinson v. District of Columbia, 73 F.3d 418 (D.C. Cir. 1996) (quoting Foman v. Davis, 371 U.S. 178, 182 (1962)).

         “Courts that have found an undue delay in filing [a proposed amended complaint] have generally confronted cases in which the movants failed to promptly allege a claim for which they already possessed evidence.” United States ex rel. Westrick v. Second Chance Body Armor, Inc., 301 F.R.D. 5, 9 (D.D.C. 2013). An amendment would be unduly prejudicial if it “substantially changes the theory on which the case has been proceeding and is proposed late enough so that the opponent would be required to engage in significant new preparation”; it would “put [the opponent] to added expense and the burden of a more complicated and lengthy trial”; or it raises “issues . . . [that] are remote from the other issues in the case.” Djourabchi v. Self, 240 F.R.D. 5, 13 (D.D.C. 2006) (quoting 6 Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure § 1487 (2d ed. 1990)) (internal quotation marks omitted). With respect to the futility of an amendment, a district court may properly deny a motion to amend if “the amended pleading would not survive a motion to dismiss.” In re Interbank Funding Corp. Sec. Litig., 629 F.3d 213, 218 (D.C. Cir. 2010) (citing, e.g., Foman, 371 U.S. at 182). “With respect to bad faith, courts generally consider the length of the delay between the latest pleading and the amendment sought. However, delay alone is an insufficient ground to deny the motion unless it prejudices the opposing party.” Djourabchi, 240 F.R.D. at 13 (citing Wright, Miller & Kane, supra, § 1488).

         “Because amendments are to be liberally granted, the non-movant bears the burden of showing why an amendment should not be allowed.” Abdullah v. Washington, 530 F.Supp.2d 112, 115 (D.D.C. 2008).


         A. Undue Delay, Prejudice, and ...

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