Leave to Amend Complaint Precluded by Final Sale Order and on Futility Grounds
Mission Product Holdings, Inc. v. Schleicher & Stebbins Hotels, L.L.C. (In re Old Cold, LLC), 2021 BNH 003 (denying leave to amend complaint on futility grounds because proposed amended claims were either precluded by final sale order, application of the doctrine of collateral estoppel, or expiration of statute of limitations). “A court may deny leave to amend for a variety of reasons, including ‘futility, bad faith, undue delay, or a dilatory motive on the movant’s part.’” Id. at 27–28 (quoting Hatch v. Dep’t for Children, Youth & Their Families, 274 F.3d 12, 19 (1st Cir. 2001)); see also Foman v. Davis, 371 U.S. 178, 181 (1962) (referencing certain bases for denial, “such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, futility of amendment, etc.”).
“In assessing futility, the [court] must apply the standard which applies to motions to dismiss under Fed. R. Civ. P. 12(b)(6).” Adorno v. Crowley Towing & Transp. Co., 443 F.3d 122, 126 (1st Cir. 2006); see also Glassman v. Computervision Corp., 90 F.3d 617, 623 (1st Cir. 1996) (explaining that “[t]here is no practical difference … between a denial of a motion to amend based on futility and the grant of a motion to dismiss for failure to state a claim”). In assessing whether a claim would be dismissed, the Court must “take all well-pleaded facts as true but . . . need not credit a complaint’s bald assertions or legal conclusions,” Glassman, 90 F.3d at 628 (internal quotations omitted) and must draw all reasonable inferences favorable to the plaintiff, see, e.g., Sanchez v. Pereira–Castillo, 590 F.3d 31, 41 (1st Cir. 2009). In applying the Fed. R. Civ. P. 12(b)(6) pleading criteria, an attempt to amend is regarded as futile if the
proposed complaint fails to allege “sufficient facts to show that . . . a plausible entitlement to relief.” Sanchez, 590 F.3d at 41 (citing Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009)). The motion to dismiss standard is satisfied and the claimant should be allowed to proceed on the merits only “[i]f the underlying facts or circumstances relied upon by a plaintiff may be a proper subject of relief.” Foman, 371 U.S. at 182.
2021-bnh-003 Mission Product Holdings Leave to Amend Complaint