United States District Court, D. Utah
MFGPC, INC., a California corporation, Counterclaim and Crossclaim/Third-Party Plaintiff,
MRS. FIELDS FRANCHISING, LLC, a Delaware limited liability company, Counterclaim-Defendant, and MRS. FIELDS FAMOUS BRANDS, a Delaware limited liability company, d.b.a. Famous Brands International, Crossclaim/Third-Party Defendant.
B. PEAD MAGISTRATE JUDGE
MEMORANDUM DECISION AND ORDER GRANTING IN PART
MFGPC'S MOTION TO AMEND AND ORDERING SUPPLEMENTAL
N. PARRISH, JUDGE
the court is the Motion for Leave to File Amended Complaint
and Revise Case Caption filed by defendant and counterclaim
and crossclaim/third-party plaintiff MFGPC, Inc.
(“MFGPC”). Plaintiff and counterclaim defendant
Mrs. Fields Franchising, LLC (“Mrs. Fields”) and
crossclaim/third-party defendant Mrs. Fields Famous Brands
(“Famous Brands”) oppose the motion. The court
grants the motion in part, granting leave to amend the
claims, but reserving judgment on the addition of “Doe
Defendants” and the proposed revisions to the case
2003, MFGPC and Mrs. Fields entered into a Trademark
Licensing Agreement (the
“Agreement”). MFGPC received a license to manufacture
and sell prepackaged popcorn bearing the “Mrs.
Fields” trademark. In exchange, Mrs. Fields received
royalties. The parties performed under the Agreement for over
a decade. In the eleventh year, Mrs. Fields purported to
terminate the Agreement, citing MFGPC's failure to pay
the “Guaranteed Royalty.” But MFGPC had paid the
Guaranteed Royalty in full, so MFGPC informed Mrs. Fields
that the termination was ineffective. Mrs. Fields never
responded and instead filed suit.
Fields' lawsuit sought a declaration that it had properly
terminated the Agreement. In response, MFGPC filed
counterclaims against Mrs. Fields as well as
“crossclaims” against Mrs. Fields Famous Brands
(“Famous Brands”) and Mrs. Fields Confections
(“Confections”) for breach of contract, account
stated, and breach of the implied covenant of good faith and
fair dealing.MFGPC alleged that Mrs. Fields'
attempted termination was without basis and therefore
constituted a repudiation of the Agreement.
Fields moved to dismiss the counterclaim, and the court
granted the motion, holding that MFGPC had failed to state a
claim for breach of contract. Mrs. Fields then moved to
voluntarily dismiss its complaint for declaratory judgment as
moot. The court granted the motion and dismissed Mrs.
appealed, arguing, among other things, that the court erred
when it dismissed MFGPC's counterclaim and
crossclaim/third-party claim for breach of contract. The
Tenth Circuit agreed, reversing the dismissal of the breach
of contract counterclaim and crossclaim/third-party claim and
remanding the case for further proceedings. Because Mrs.
Fields' Complaint had been voluntarily dismissed, only
MFGPC's counterclaim and crossclaim/third-party claim for
breach of contract against Mrs. Fields and Famous Brands
remained viable on remand.
remand, both parties moved for summary judgment. On August
20, 2018, the court granted summary judgment in favor of
MFGPC, holding that MFGPC had established the first three
elements of its breach of contract counterclaim: (1) the
parties' relationship was governed by a valid contract;
(2) MFGPC substantially performed under the Agreement; and
(3) Mrs. Fields improperly repudiated the Agreement, thereby
committing an actionable breach. Because MFGPC had not moved
for summary judgment on the issue of a remedy, the court left
that issue for another day.
time of the court's order, MFGPC had a pending motion for
leave to amend. In the order granting summary judgment, the
court directed MFGPC to notify the court within seven days if
it still sought leave to amend. On September 20, 2018, MFGPC
filed the present motion seeking leave to amend and to
correct the case caption. The court struck MFGPC's former
motion for leave to amend as moot. The court now addresses
the present motion to amend.
Leave to Amend
filed its first counterclaim and crossclaim complaint on
February 24, 2015. MFGPC amended those claims on May 14,
2015. After the appeal to the Tenth Circuit and subsequent
remand, Mrs. Fields answered the First Amended Counterclaim
and Crossclaim Complaint on February 13, 2018. MFGPC filed a
motion for leave to file an amended complaint on March 8,
2018. MFGPC filed its present motion to amend on September
20, 2018, one month after the court's order granting
summary judgment in favor of MFGPC. MFGPC moves the court for
leave to amend the counterclaim and crossclaim complaint to
add claims for equitable relief and to add 100 “Doe
the named counterclaim and crossclaim defendants have
answered and more than 21 days have passed since the filing
of the answer, MFGPC may amend only with permission of the
court pursuant to Fed.R.Civ.P. 15(a)(2). “The grant of
leave to amend the pleadings pursuant to Fed.R.Civ.P. 15(a)
is within the discretion of the trial court.”
Castleglen, Inc. v. Resolution Tr. Corp., 984 F.2d
1571, 1584-85 (10th Cir. 1993) (internal citation omitted).
“The court should freely give leave [to amend] when
justice so requires.” Fed.R.Civ.P. 15(a)(2).
“Refusing leave to amend is generally only justified
upon a showing of undue delay, undue prejudice to the
opposing party, bad faith or dilatory motive, failure to cure
deficiencies by amendments previously allowed, or futility of
amendment.” Bylin v. Billings, 568 F.3d 1224,
1229 (10th Cir. 2009) (citation omitted). As none of the