Guardit Technologies, LLC v. Empire IP LLC

Background

Guardit Technologies, LLC and other plaintiffs previously sued Empire IP LLC and two individuals. After earlier rulings on Empire IP’s motion to dismiss, the remaining claims were limited to Guardit’s breach-of-contract claim against Empire IP. The court also had dismissed Guardit’s negligence claim.

At an April 1, 2024 conference, Guardit said it wanted to file a second amended complaint. Empire IP did not consent, so Guardit asked the court for permission under Rule 15(a)(2) of the Federal Rules of Civil Procedure.

Proposed Amendment

The proposed second amended complaint included a negligence claim alleging that Empire IP had failed to use reasonable care in hiring and supervising people working on Guardit’s patents, had violated a separate professional responsibility, and had failed to preserve the patents. Guardit characterized these duties as independent of the written contract.

Court’s Analysis

The court explained that permission to amend may be denied when the proposed amendment would be futile. An amendment is futile when the revised complaint still would not state a claim for which the law provides relief.

The court found that all of Guardit’s proposed negligence theories were based on the parties’ contractual relationship. The proposed complaint did not allege new facts establishing a separate fiduciary relationship or duty apart from the written agreement. The court also found that the agreement expressly covered maintaining the patents, paying maintenance fees on time, and pursuing possible patent-infringement lawsuits. Because the contract could provide a remedy for the alleged harm, the court concluded that Guardit could not pursue tort theories for the same harm.

Disposition

Judge Margaret M. Garnett ordered that Plaintiffs’ request for leave to file a second amended complaint is DENIED. The court stated that all other dates and deadlines in the case-management and scheduling order remain in effect.