1 2 3 4 5 6 UNITED STATES DISTRICT COURT 7 EASTERN DISTRICT OF CALIFORNIA 8 9 INGREDION, INC., a Delaware corporation, 10 Plaintiff, 11 v. 12 No. 2:19-cv-01 -JAM-AC 876

TIMMERMAN STARLITE TRUCKING,

13 INC., a California corporation, 14 ORDER GRANTING PLAINTIFF LEAVE Defendant. TO AMEND COMPLAINT 15 16

TIMMERMAN STARLITE TRUCKING,

17 INC., a California corporation, 18 Plaintiff, 19 v. 20 INGREDION, INC., a Delaware 21 corporation, and DOES 1 through 10, inclusive, 22 Defendant. 23 24 In August 2019, Timmerman Starlite Trucking (“Starlite”) 25 sued Ingredion for breach of contract in San Joaquin County 26 Superior Court. Exh. A to Notice of Removal (“Compl.”), ECF No. 27 1. Ingredion removed the case to federal court a month later. 28 1 See Notice of Removal. The Court then related Starlite’s case 2 against Ingredion to an action Ingredion filed against Starlite 3 in June 2019. Related Case Order, ECF No. 6. Shortly 4 thereafter, the parties stipulated to consolidating the two 5 cases. Stipulation and Order, ECF No. 13. 6 At issue now is Starlite’s motion to amend its complaint. 7 See Mot. to Amend (“Mot.”), ECF No. 11. Starlite seeks to bring 8 an additional breach of contract claim against Ingredion. Id. at 9 6. Ingredion opposes the motion, arguing the proposed amendment 10 would cause impermissible delay and comingle unrelated issues, 11 resulting in “additional costs and confusion.” Opp’n, ECF No. 2. 12 Timmerman filed a reply to address these arguments. Reply, ECF 13 No. 15.1 The Court does not find that Starlite’s proposed 14 amendment is so delayed or unrelated to the issues before the 15 Court that granting leave to amend would unduly prejudice 16 Ingredion. For the reasons discussed below, Starlite’s motion to 17 amend is GRANTED. 18 19 I. BACKGROUND 20 Starlite is a California corporation. Mot. at 2. It 21 specializes in “transportation of frozen and refrigerated goods, 22 harvest operations, and bulk ingredients through a full-service 23 freight line.” Id. Ingredion is a Delaware corporation. Id. 24 It “manufactures ingredient solutions [such as] sweeteners, 25 starches, nutrition ingredients, and biomaterials.” Id. 26

27 1This motion was determined to be suitable for decision without oral argument. E.D. Cal. L.R. 230(g). The hearing was 28 scheduled for January 14, 2020. 1 At the beginning of 2017, Ingredion and Starlite entered 2 into two five-year contracts. Mot. at 2-3. The Ingredient 3 Shuttle Agreement (“Shuttle Agreement”) designated Starlite as 4 Ingredion’s “exclusive provider” for certain on-site 5 transportation, handling, and cleaning services relating to 6 Ingredion’s wet corn gluten feed at its milling plant in 7 Stockton, California. Mot. at 2; Opp’n at 2; see also Exh. A to 8 Compl. The Truck Transportation and Brokerage Agreement (“Master 9 Carrier Agreement”) required Starlite to, as needed, provide 10 freight and brokerage services for Ingredion’s Buffalo Corn Wet 11 Feed from its Stockton plant to surrounding farms. Mot. at 2-3; 12 Opp’n at 2-3. 13 Nearly two years into the agreements, Ingredion notified 14 Starlite that it was ending its manufacturing operations at the 15 Stockton plant. Mot. at 3; Opp’n at 3. In response, Starlite 16 sued Ingredion for breach of contract—but only under the Shuttle 17 Agreement. See Compl. ¶¶ 28-33. Starlite’s proposed amendment 18 would allege Ingredion’s decision to cease operations at its 19 Stockton plant also breached the Master Carrier Agreement. 20 21 II. OPINION 22 A. Evidentiary Objections 23 Starlite filed a declaration by its attorney, Meghan Baker, 24 to supplement its motion. ECF No. 11-2. Ingredion objects to 25 paragraphs 2-5 and paragraphs 7-9 of Baker’s declaration, along 26 with lines 1-5 of paragraph 6. Opp’n at 7-8. Ingredion argues 27 the Court should strike these portions of the declaration 28 because Baker failed to establish she has personal knowledge and 1 failed to authenticate the documents attached to her 2 declaration. Id. Starlite opposes these objections, in part, 3 but because the opposition falls outside the Court’s page 4 limits, the opposition is not properly before the Court and will 5 not be considered. See Order re Filing Requirements, ECF No. 7- 6 2. 7 A declarant “may testify to a matter only if evidence is 8 introduced sufficient to support a finding that [she] has 9 personal knowledge of the matter.” FRE 602. The Court agrees 10 with Ingredion that Baker failed to establish she has personal 11 knowledge of the information contained in paragraphs 2-5, lines 12 1-5 of paragraph 6, lines 3-5 of paragraph 8, paragraph 9, and 13 Exhibit 2. The Court sustains Ingredion’s objection with 14 respect to these statements and has not considered them in its 15 analysis. The Court, however, overrules Ingredion’s objections 16 to paragraph 7, lines 1-2 of paragraph 8, and Exhibit 1. Baker 17 has been an attorney of record on this case since its inception; 18 common sense counsels the finding that these statements are 19 supported by her personal knowledge. 20 B. Analysis 21 Before a court issues the scheduling order in a case, it 22 must “freely grant leave to amend when justice so requires.” 23 Fed. R. Civ. Proc. 15(a)(2); Foman v. Davis, 371 U.S. 178, 182 24 (1962). “Amendments seeking to add claims are to be granted 25 [even] more freely than amendments adding parties.” Union 26 Pacif. R. Co. v. Nevada Power Co., 950 F.2d 1429, 1432 (9th Cir. 27 1991). Rule 15(a)(2)’s mandate rests upon the notion that “[i]f 28 the underlying facts or circumstances relied upon by a plaintiff 1 may be a proper subject of relief, he ought to be afforded an 2 opportunity to test his claim on the merits.” Foman, 371 U.S. 3 at 182. 4 In light of Rule 15(a)’s text and purpose, the Ninth 5 Circuit has instructed that “[c]ourts may decline to grant leave 6 to amend only if there is strong evidence of ‘undue delay, bad 7 faith or dilatory motive on the part of the movant, repeated 8 failure to cure deficiencies by amendments previously allowed, 9 undue prejudice to the opposing party by virtue of allowance of 10 the amendment, [or] futility of amendment, etc.’” Sonoma County 11 Ass’n of Retired Employees v. Sonoma County, 708 F.3d 1109, 1117 12 (9th Cir. 2013) (quoting Foman, 371 U.S. at 182) (modifications 13 in original). Of paramount importance is the prejudice that 14 allowing an amendment would work upon the other party. Howey v. 15 U.S., 481 F.2d 1187, 1190 (9th Cir. 1973). The fact that there 16 was some delay in requesting the amendment, however, carries far 17 less weight. See Sonoma County Ass’n of Retired Employees, 708 18 F.3d at 1118. Indeed, Rule 15 may compel granting leave to 19 amend even when a suit has been ongoing for several years—“the 20 mere fact that an amendment is offered late in the case . . . is 21 not enough to bar it.” Id. (internal quotations omitted) 22 (modifications in original). 23 Ingredion first argues the Court should deny Starlite’s 24 motion to amend because it is a bad faith attempt to delay 25 litigation. Opp’n at 4-5. Starlite states it failed to include 26 two breach of contract claims in its initial complaint because 27 it misunderstood the relationship between the Shuttle Agreement 28 and the Master Carrier Agreement. Mot. at 4. Starlite 1 purportedly understood the two agreements—both signed on the 2 same day and for a five-year term—as a singular contract. Id. 3 Ingredion contends the proposed amended complaint undermines 4 this explanation. Id. The proposed amended complaint alleges 5 that, before Ingredion shut down its Stockton plant, the parties 6 discussed both agreements and whether termination of either 7 agreement would constitute breach. Proposed First Amended 8 Complaint ¶¶ 30-31, ECF No. 11-2. Ingredion’s argument appears 9 to be that if the parties previously discussed the existence of 10 two agreements, Starlite could not have understood the 11 agreements as separate parts of a singular contract. The Court 12 does not agree that the conclusion Ingredion proffers 13 necessarily flows from the premise set forth in Starlite’s 14 proposed complaint. 15 Ingredion does not identify any other conduct that would 16 suggest Starlite is acting with improper motives. Indeed, the 17 timing of Starlite’s motion to amend indicates a good-faith 18 attempt to promptly remedy a mistake. Starlite filed its 19 initial complaint in August 2019. It met and conferred with 20 Ingredion about amending its complaint less than three months 21 later. See Baker Decl. ¶ 6. Ingredion does not cite any cases 22 where a finding of bad faith rested on circumstances similar to 23 those present here. Nor does this Court find a basis for 24 arriving at such a conclusion. 25 Ingredion also argues the Court should deny Starlite’s 26 motion because the proposed amendment would cause undue 27 prejudice. Opp’n at 6-7. It maintains the Master Carrier 28 Agreement is “a wholly different agreement” than the Shuttle 1 Agreement. Opp’n at 6. It was signed by a different Ingredion 2 employee and contains a different choice-of-law clause. Id. at 3 6-7. Litigating a breach of contract claim under the Master 4 Carrier Agreement, Ingredion contends, would “involve different 5 discovery and different Ingredion witnesses, leading to 6 additional expense” and jury confusion. Id. at 6. But the 7 persuasiveness of Ingredion’s arguments falls with its lack of 8 specificity. Ingredion does not explain why it would incur more 9 expense by litigating these claims together than by litigating 10 them separately. Nor does it argue that it would 11 disproportionately bear the costs of expanding the scope of this 12 litigation. 13 The Court is likewise unpersuaded that allowing Starlite’s 14 amendment would risk jury confusion. See id. at 6. Given proper 15 guidance by the attorneys and the Court, jurors in this case will 16 undoubtedly be able to appreciate the nuanced differences between 17 two contracts. 18 The Court does not find that allowing Starlite’s proposed 19 amendment would cause Ingredion undue prejudice. Accordingly, 20 Starlite’s motion is granted. 21 C. Page Limits 22 The Court’s Order re Filing Requirements (“Order”), ECF No. 23 7-2, limits memoranda in support of and opposition to motions to 24 dismiss to fifteen pages. Order at 1. It limits reply memoranda 25 to five pages. A violation of the Order requires the offending 26 counsel (not the client) to pay $50.00 per page over the page 27 limit to the Clerk of Court. Id. The Court does not consider 28 arguments made past the page limit. Id. Starlite’s reply brief 1 exceeded the page limit by three pages. Starlite’s counsel must 2 therefore send a check payable to the Clerk for the Eastern 3 District of California for $150.00 no later than seven days from 4 the date of this Order. 5 6 Til. ORDER 7 For the reasons set forth above, the Court GRANTS Starlite’s 8 motion to amend. The First Amended Complaint attached to 9 Starlite’s motion is deemed filed as of the date of this order. 10 Ingredion is ordered to file its responsive pleading within 11 twenty (20) days of this order. 12 IT IS SO ORDERED. 13 Dated: January 30, 2020 14 kA 18 teiren staves odermacr 7008 16 17 18 19 20 21 22 23 24 25 26 27 28