BGC, Inc. v. Bryant

Background

BGC, Inc. brought the action against Kimberly Bryant, its founder and former chief executive. BGC alleged that Bryant hijacked the company’s websites and redirected them to her own website after the company’s board removed her. BGC asked to file a second amended complaint adding Kisha Richardson and Ewurabena Ashun as defendants.

BGC alleged that Richardson aided and directed Bryant in redirecting BGC’s domain names away from its website and preventing BGC from accessing its Bluehost.com and Register.com accounts. BGC alleged that Ashun changed BGC’s Bluehost login credentials without authorization or knowledge, gave those credentials to Bryant, and changed payment information on the Register.com account.

Parties’ Positions

BGC said it learned of Richardson’s and Ashun’s involvement from Bryant’s discovery responses, including text messages, and sought to amend less than a week after receiving those responses. Bryant argued that BGC had unduly delayed seeking amendment and that adding the defendants would prejudice her because discovery was scheduled to close on August 3, 2023. Bryant also argued that adding defendants would substantially delay trial because her counsel was unavailable from January through September 2024.

Court’s Analysis

Federal Rule of Civil Procedure 15(a)(2) generally directs courts to freely allow amendments before trial when justice requires. The court considered whether the proposed amendment would cause prejudice, reflect bad faith, result from undue delay, or be futile. The court explained that undue delay alone does not justify denying amendment and that prejudice to the opposing party is the most important factor.

The court found that Bryant had not shown sufficient prejudice. Bryant did not dispute BGC’s assertion that she had not yet served written discovery or taken depositions. Because BGC sought to add new parties, the court stated that the case-management schedule would need to be changed to give those parties an opportunity to appear and be heard. The court also found that the trial delay associated with Bryant’s counsel’s unavailability was not caused by BGC’s amendment request.

The court found no evidence of bad faith. It rejected Bryant’s argument that BGC had known about Ashun’s involvement since September 2022 because the earlier declaration Ashun submitted did not describe the involvement alleged in the proposed amended complaint. The court also found no undue delay because BGC contacted Bryant about amending less than a week after receiving the discovery responses, attempted twice more to contact Bryant’s counsel, and filed the motion before the deadline to add parties.

The court further concluded that Bryant had not identified anything showing the amendment would be futile. Futility means that no facts could be proven under the proposed amendment that would support a valid claim or defense. At this stage, the court was required to accept the proposed complaint’s factual allegations as true when assessing whether the amendment was legally sufficient.

Ruling

Judge Jacquelyn Corley granted BGC’s motion to amend under Rule 15(a)(2). The court ordered BGC to file the amended complaint by July 28, 2023, and to promptly serve the newly added defendants. Because two defendants were being added, the parties were directed to meet and confer and file a joint updated proposed case schedule by September 28, 2023. The order also vacated the scheduled hearing and disposed of Docket No. 88.