Opinion
CONSOLIDATED CIVIL ACTION NO. 3:12-cv-5332-RBL
12-11-2013
IN RE BMT-NW ACQUISITION LITIGATION
Benjamin I. VandenBerghe, Kyle J. Silk-Eglit Montgomery Purdue Blankinship & Austin, PLLC Attorneys for Walker Specialty Construction, Inc.
Hon. Ronald B. Leighton
ORDER GRANTING WALKER
SPECIALTY CONSTRUCTION,
INC. LEAVE TO AMEND
COMPLAINT
THIS MATTER is before the Court on Plaintiff Walker Specialty Construction, Inc.'s ("Walker") Motion for Leave to Amend Complaint. (Dkt. # 33.) Walker's Motion for Leave to Amend Complaint is granted.
I. BACKGROUND
Walker and Hamer Electric, Inc. ("Hamer") independently filed lawsuits against the above-referenced defendants ("Defendants") asserting claims related to the asset foreclosure of TMB-NW Liquidation, LLC (the "Foreclosure"), including claims under the Uniform Fraudulent Transfer Act and the theory of successor liability. (Dkt. # 34 at p.1-2, ¶¶ 2 - 6, Exh. A and B.) The complaint filed by Hamer expressly stated a cause of action for "veil piercing" against Charles W. Travelstead and Ann Travelstead. (Dkt. # 34 at p.3, ¶ 8 and Exh. A.) The complaint filed by Walker did not expressly include the phrase "piercing the veil." (Dkt. # 34 at p.3, ¶ 9 and Exh. B.) By stipulation of the parties and order of this Court, the lawsuits were consolidated into the present action. (Dkt. # 28 and Dkt. # 29.)
Walker and Hamer each filed lawsuits against Charles and Ann Travelstead, TMB-NW Liquidation, LLC, and BMT-NW Acquisition, LLC. Hamer also named BMT Acquisition, LLC in its lawsuit, but Walker did not. For purposes of clarity, all defendants are referred to herein as "Defendants."
The Hamer action was filed on March 30, 2012 in Grays Harbor County Superior Court, Washington, and was then removed to this Court. See Hamer Electric, Inc. v. TMB-NW Liquidation, LLC et al., Case No. 3:12-cv-05332-RBL (W.D. Wash. removal filed April 18, 2012). Similarly, the Walker action was filed on April 27, 2012 in Grays Harbor County Superior Court, Washington, and was then removed to this Court. See Walker Specialty Construction, Inc. v. BMT-NW Acquisition, LLC, et al., Case No. 3:12-cv-05386-RBL (W.D. Wash. removal filed May 1, 2012).
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II. DISCUSSION
Walker requests leave to amend its complaint to clarify its piercing the veil claim. The district court has discretion to grant or deny leave to amend, and "[t]he court should freely give leave when justice so requires." Fed. R. Civ. P. 15(a)(2). In determining whether to grant leave, courts consider five factors: "bad faith, undue delay, prejudice to the opposing party, futility of amendment, and whether the plaintiff previously amended the complaint." United States v. Corinthian Colleges, 655 F.3d 984, 995 (9th Cir. 2011). Among these factors, prejudice to the opposing party carries the greatest weight. Eminence Capital, LLC v. Aspeon, Inc., 316 F.3d 1048, 1052 (9th Cir. 2003).
Walker has not exhibited bad faith or undue delay. Defendants are not at risk of prejudice because they have been on notice of the piercing the veil claim throughout the litigation. Walker has not previously amended its complaint, and the Court cannot say that amendment would be futile.
III. ORDER
Walker's Motion for Leave to Amend Complaint is GRANTED. Walker has 30 days from the date below to file an amended complaint in the form proposed in its Motion.
IT IS SO ORDERED.
______________________
RONALD B. LEIGHTON
UNITED STATES DISTRICT JUDGE
Presented by: By: ______________________
Benjamin I. VandenBerghe,
Kyle J. Silk-Eglit
Montgomery Purdue Blankinship
& Austin, PLLC
Attorneys for Walker Specialty
Construction, Inc.