Mu Sigma, Inc. v. Affine. Inc.

MU SIGMA, INC., Plaintiff, v. AFFINE. INC., et al., Defendants.

Civ. Action No.: 12-1323 (FLW)

UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY

DATED: March 24, 2014

**NOT FOR PUBLICATION**

OPINION

WOLFSON, District Court:

On July 16, 2013, this Court dismissed thirteen counts asserted against Defendants Affine, Inc. ("AI") and Affine Analytics Corp. ("AAC") (collectively, "Defendants") in Plaintiff Mu Sigma, Inc.'s ("Mu Sigma" or "Plaintiff") Second Amended Complaint ("July Decision"). In the present matter, Plaintiff moves for partial reconsideration of the July Decision, or in the alternative, for leave to file a third amended complaint on the grounds that the amendments would serve the interest of justice pursuant to Fed R. Civ. P. 59(e). For the reasons that follow, the motion for reconsideration is DENIED, and the motion for leave to file a third amended complaint is GRANTED in part and DENIED in part.

BACKGROUND

For the purposes of judicial economy, I will not repeat the facts here; rather, the factual recitation of this case in the July Decision is incorporated herein. I will instead set forth the procedural history. Plaintiff commenced this action in the Law Division of the New Jersey Superior Court, Somerset County on December 20, 2011. In the initialComplaint, Plaintiff filed an order to show cause, whereby it sought preliminary injunctive relief against the original defendants, including AI and AAC. In response, on March 2, 2012, the original defendants removed the case to this Court based on diversity jurisdiction. After removal, Plaintiff renewed its motion for a preliminary injunction. The original defendants then moved to dismiss the claims against them for lack of personal jurisdiction. On July 17, 2012, the Court dismissed all the defendants—Affine Analytics Ltd. and the founders of the three Affine corporations, Abhishek Anand, Manas Agrawal, Shivaprasad K.T., and Vineet Kumar (hereinafter, the "Founders")—except for AI and AAC.

On December 3, 2012, AI and AAC filed a motion to dismiss Plaintiff's Second Amended Complaint ("SAC") for failure to state a claim. On July 17, 2013, this Court granted Defendants' motion and dismissed all thirteen counts in the SAC. Plaintiff now seeks reconsideration of the dismissal as to the following claims: (1) tortious interference with prospective economic advantage, (2) tortious interference with contractual relations, (3) unfair competition, (4) misappropriation of trade secrets, and (5) alter ego. Further, Plaintiff submits that the Court should have afforded Plaintiff another opportunity to amend the SAC. In that regard, Plaintiff requests, in the alternative, that the Court Plaintiff grant leave to file a Third Amended Complaint. In connection with its request, Plaintiff has submitted a proposed Third Amended Complaint, which purportedly includes more factual specificity of its claims against Defendants. I will review and set forth those allegations in more detail later in this Opinion.

DISCUSSION

I. STANDARD OF REVIEW

A. Motion For Reconsideration

Local Civil Rules 7.1(i) governs a motion for reconsideration.¹ Clark v. Prudential Ins. Co. of Am., 940 F. Supp. 2d 186, 189 (D.N.J. 2013); see L. Civ. R. 7(i). The Rule states that "a motion for reconsideration shall be served and filed within 14 days after the entry of the order or judgment on the original motion by the Judge or Magistrate Judge." L. Civ. R. 7.1(i). A party may seek reconsideration of a court's decision if the party "believes the Judge or Magistrate Judge has overlooked" a "matter or controlling decisions" when it ruled on the motion. Clark, 940 F. Supp. 2d at 189. "The word 'overlooked' is the operative term in the Rule." NL Industries, Inc. v Commercial Union Ins. Co., 935 F. Supp.

In order to succeed on a motion for reconsideration, the movant has the burden of demonstrating at least one of the following grounds: "(1) an intervening change in the controlling law; (2) the availability of new evidence that was not available when the court [issued its order]; or (3) the need to correct a clear error of law or fact or to prevent manifest injustice." Max's Seafood Café v. Quinteros, 176 F.3d 669, 677 (3d Cir. 1999). To succeed under the third prong, "the movant must show that 'dispositive factual matters or controlling decisions of law were brought to the court's attention but not considered.'" D'Argenzio v. Bank of America Corp., 877 F. Supp. 2d 202, 207 (D.N.J.2012). Furthermore, the movant must demonstrate that (1) the holdings on which it bases its request were without support in the record, or (2) would result in "manifest injustice" if not addressed. Leja v. Schmidt Mfg., Inc., 743 F. Supp. 2d 444, 456 (D.N.J. 2010).

In addition, "[a] motion for reconsideration should not provide the parties with an opportunity for a second bite at the apple." Tischio v. Bontex, Inc. 16 F. Supp. 2d 511, 533 (D.N.J. 1998). In other words, Local Rule 7.1(i) "does not permit a Court to rethink its previous decision, rather, the rule permits reconsideration only when 'dispositive factual matters or controlling decisions of law' were presented to the court but were overlooked." Buffa v. N.J. State Dep't of Judiciary, 56 Fed. App'x 571, 575 (3d Cir. 2003); see P. Schoenfeld Asset Management LLC v. Cendant Corp., 161 F. Supp. 2d 349, 352 (D.N.J. 2001) ("A party seeking reconsideration must show more than a disagreement with the Court's decision, and recapitulation of the cases and arguments considered by the court before rendering its original decision fails to carry the moving party's burden.") (citations and quotations omitted); see also CPS MedManagement LLC v. Bergen Regional Medical Center, L.P., 940 F. Supp. 2d 141, 168 (D.N.J. 2013) ("The motion [for reconsideration] is not a vehicle for a litigant to raise new arguments or present evidence that could have been raised prior to the initial judgment.").

B. Motion For Leave To File Amended Complaint Pursuant to Rule 59(e)

The determination of whether a party may amend a judgment or be given leave to amend a complaint is within the sound discretion of the court." See Cureton v. Nat'l Collegiate Athletic Ass'n, 252 F.3d 267, 272 (2001). After a judgment is entered dismissing a 12(b)(6) motion to dismiss, "a party may seek to amend the complaint (and thereby disturb the judgment) only through Federal Rules of Civil Procedure 59(e) and60(b)." Burtch v. Milberg Factors, Inc., 662 F.3d 212, 230 (3d Cir. 2011) (quoting Fletcher-Harlee Corp. v. Pote Concrete Contractors, Inc., 482 F.3d 247, 253 (3d Cir. 2007)). Pursuant to Rule 59(e), "[a] motion to alter or amend a judgment must be filed no later than 28 days after the entry of the judgment." Id. In this circuit, "where a timely motion to amend judgment is filed under Rule 59(e), the Rule 15 and 59 inquiries turn on the same factors."² Id. (quoting In re Adams Golf, Inc. Sec. Litig., 381 F.3d 267, 280 (3d Cir. 2004)).

Those factors include: "undue delay, bad faith, prejudice, or futility."³ Id. at 230-31. Regarding undue delay, the passage of time alone is an insufficient ground to deny leave to amend. Cureton, 252 F.3d at 273. "[H]owever, at some point, the delay will become 'undue,' placing an unwarranted burden on the court, or will become 'prejudicial,' placing an unfair burden on the opposing party."⁴ Adams v. Gould Inc., 739 F.2d 858, 868 (3d Cir. 1984). As to the second factor, "prejudice to the non-moving party is the touchstone for the denial of the amendment." CMR D.N. Corp. v. City of Philadelphia, 703 F.3d 612, 629 (3d Cir. 2013) (quoting Dole v. Arco Chem. Co., 921 F.2d 484, 488 (3d Cir. 1990)). Prejudice requires an assessment of "the hardship to the defendants if the amendment [is] permitted." Cureton, 252 F.3d at 273. The court should consider "whether allowing an amendment would [result] in additional discovery, cost,and preparation to defendant against new facts or new theories." Id. Finally, the futility factor "means that the complaint, as amended, would fail to state a claim upon which could be granted." Great Western Mining & Mineral Co. v. Fox Rothschild LLP, 615 F.3e 159, 175 (3d Cir. 2010) (quoting In re Merck & Co. Sec., Derivatives, & ERISA Litig., 493 F.3d 393, 400 (3d Cir. 2007)). The "same standard of legal sufficiency" as applied to Rule 12(b) (6) assesses futility. Id. In that connection, "[t]he District Court determines futility by taking all pleaded allegations as true and viewing them in a light most favorable to the plaintiff." Id. (quoting Winer Family Trust v. Queen, 503 F.3d 319, 330-31) (3d Cir. 2007).

The Court must bear in mind, however, that while the factors are identical in assessing both Rule 59(e) and Rule 15(a) motions, the liberal standard of Rule 15(a) is not applicable after the judgment is entered because Rule 59(e) should not be employed in a manner contrary to "favoring finality of judgments and the expeditious termination of litigation...." Id. at 231 (quoting Ahmed v. Dragovich, 291 F.3d 201, 208 (3d Cir. 2002)).

DISCUSSION

I. Motion for Reconsideration

Pursuant to L. Civ. R. 7.1(i), Plaintiff argues that the Court's dismissal of Plaintiff's Second Amended Complaint was made in clear error of fact and law, and as a result, manifest injustice will occur without intervention by the Court. In addition, Plaintiff argues that it should have been afforded the opportunity to amend its Second Amended Complaint prior to this Court granting Defendants' motion to dismiss. In response, Defendants argue that Plaintiff's motion for reconsideration must fail as amatter of law because Plaintiff merely disagrees with the judgment of this Court. Defendants further argue that this Court had no obligation to notify Plaintiff of its right to amend its Second Amended Complaint.

Prior to analyzing the motion for reconsideration, the Court first addresses Plaintiff's contention that it should have been afforded the opportunity to amend its Second Amended Complaint. The Third...