United States District Court, D. Colorado
ORDER AFFIRMING AND ADOPTING THE APRIL 29, 2019
RECOMMENDATION OF UNITED STATES MAGISTRATE
JUDGE AND GRANTING IN PART AND DENYING IN PART
PLAINTIFF'S MOTION FOR LEAVE TO AMEND COMPLAINT AND JOIN
PARTIES
CHRISTINE M. ARGUELLO, UNITED STATES DISTRICT JUDGE.
This
matter is before the Court upon the April 29, 2019
Recommendation of United States Magistrate Judge Nina Y. Wang
that this Court grant in part and deny in part Plaintiff
FidoTV Channel, Inc.'s Motion for Leave to Amend
Complaint and Join Parties (“Motion for Leave to Amend
Complaint”) (Doc. # 58). (Doc. # 69.) Plaintiff objects
to one portion of Magistrate Judge's Recommendation.
(Doc. # 70.) For the reasons described herein, the Court
affirms and adopts the Recommendation and grants in part and
denies in part Plaintiff's Motion for Leave to Amend
Complaint.
I.
BACKGROUND
The
Magistrate Judge's Recommendation thoroughly recites the
factual and procedural background of this litigation and is
incorporated herein by reference. See 28 U.S.C.
§ 636(b)(1)(B); Fed.R.Civ.P. 72(b). Accordingly, this
Order will reiterate only what is necessary to address
Plaintiff's Objection.
Plaintiff
provides a cable television channel “on dogs for dog
lovers.” (Doc. # 5 at 1.) Defendant The Inspirational
Network, Inc., (“Defendant Inspiration”) is a
media company that provides operational support, satellite
uplink services, and transponder time to connect channels to
cable, satellite television, and telecom video distributors
throughout the country. (Doc. # 20 at 1.) In February 2015,
Plaintiff and Defendant Inspiration entered into a Network
Operations Services Agreement (the “Agreement”),
the purpose of which was for Defendant Inspiration to provide
network services to carry Plaintiff's channel to cable
and satellite television distributors. See (Doc. # 5
at 10-20.) The dispute between Plaintiff and Defendant
Inspiration concerns payments owed for month 33 (July 2018)
and month 34 (August 2018) under the terms of the Agreement.
The Court need not detail the parties' factual
allegations and the relevant content of the Agreement for
purposes of considering Plaintiff's Objection to the
Recommendation.
Plaintiff
initiated this action on August 30, 2018, and asserts two
claims against Defendant Inspiration: (1) breach of contract,
and (2) breach of the implied covenant of good faith and fair
dealing. (Id. at 5-7.) Plaintiff also sought
injunctive relief (id. at 6), which this Court
granted in the form of a preliminary injunction on September
28, 2018 (Doc. ## 33-34). The preliminary injunction barred
Defendant Inspiration from terminating service under the
Agreement through November 30, 2018, subject to
Plaintiff's posting of a $335, 000 bond. (Doc. # 34.) The
preliminary injunction expired at 11:59 PM on November 30,
2018. (Id. at 2.)
On
January 18, 2019, Defendant Inspiration produced several
documents to Plaintiff. See (Doc. # 58 at 1.) The
deadline for the amendment of pleadings and joinder of
parties was approximately two weeks later, on January 31,
2019. See (Doc. ## 47, 54.) On January 31, 2019,
Defendant Inspiration filed a Second Amended Answer (Doc. #
57), and Plaintiff filed its Motion for Leave to Amend
Complaint (Doc. # 58).
Relevant
here, Plaintiff moves amend its Complaint to join Mark Kramer
and David Cerullo as defendants, “to provide extensive
new and updated factual allegations based on the new
documentary evidence” Defendant Inspiration produced on
January 18, 2019, and to “update and add claims as
follows:”
1. Update First Claim for Relief (Breach of Contract against
[Defendant Inspiration]);
2. Update Second Claim for Relief (Breach of the Implied
Covenant of Good Faith and Fair Dealing against [Defendant
Inspiration]);
3. Add Third Claim for Relief (Breach of Fiduciary Duty
against Defendant Kramer);
4. Add Fourth Claim for Relief (Breach of Fiduciary Duty
against Defendant Cerullo);
5. Add Fifth Claim for Relief (Aiding and Abetting Breach of
Fiduciary Duty against Defendants [Inspiration], Cerullo, and
Kramer);
6. Add Sixth Claim for Relief (Tortious Interference with
Prospective Business Advantage against [Defendants
...