United States District Court, W.D. Washington, Seattle
RITCHIE BROS. AUCTIONEERS (AMERICA) INC., Plaintiff,
NAEM SUID, et al., Defendants.
ORDER GRANTING PLAINTIFF'S MOTION FOR LEAVE TO
Alice Theiler United States Magistrate Judge.
Ritchie Bros. Auctioneers (America) Inc. (“Ritchie
Bros.”) filed a Motion for Leave to Amend Complaint.
(Dkt. 41.) In the proposed First Amended Complaint, Ritchie
Bros. names Naem Suid (“Naem”) as a defendant,
but does not seek to recover any amounts from Naem's son,
Mohammad Suid (“Mohammad”), personally in light
of Mohammad's bankruptcy discharge. (See Dkt.
41-1.) Ritchie Bros. also names the Naem Suid - Mohammad Suid
Partnership (“Partnership”) as a defendant, and
describes the proposed amendments as providing a more
complete picture of the parties' course of dealings and
the Partnership. Ritchie Bros. avers defendants are jointly
and several liable for debts owed, and also liable as joint
oppose the motion and request oral argument. (Dkt. 42.) The
Court, finding oral argument unnecessary, herein GRANTS
Ritchie Bros.' motion to file an amendment complaint.
and Mohammad participated in a live auction conducted by
Ritchie Bros. in Orlando, Florida on February 15, 2016.
(See Dkts. 1 & 41-1.) Naem and Mohammad entered
into bidder agreements and, under two different bidder
numbers, incurred a total debt of $575, 710.00 in the
purchase of heavy equipment at the auction. As set forth in
the proposed amended complaint, Naem and Mohammad also
participated in an auction of real estate conducted by
Concierge Auctions LLC (“Concierge”) at the same
auction site and in conjunction with Ritchie Bros. (Dkt.
41-1, ¶ 4.18.) Neither Naem, nor Mohammad tendered
payment for their purchases at the auctions.
proposed amended complaint avers that, on or about March 16,
2016, counsel for Concierge sent a demand letter to Stephen
Stone, Naem's attorney, seeking payment for the real
estate purchases. (Id., ¶ 4.20.) On the
following day, March 17, 2016, Stone filed Electronic
Articles of Organization for Suid Trucking, LLC (“Suid
Trucking”), naming Naem, Mohammad, and Omar Suid as
members. (Id., ¶ 4.21.) Ritchie Bros. also sent
letters to Naem and Mohammad requesting payment.
(See Dkts. 1 & 41-1.) Again, neither individual
tendered payment. Ritchie Bros. thereafter exercised its
right to resell the purchased equipment, leaving a total debt
in the principal amount of $170, 205.00. In a July 28, 2017
email directed to Ritchie Bros.' counsel, Stone stated
Mohammad “became confused” at the auction and
utilized Naem's bidder number to purchase equipment
“for his truck hauling business.” (Dkt. 21, Ex.
A; Dkt. 41-1, Ex. F.)
Bros. filed suit against Naem, Mohammad, and Suid Trucking in
September 2017, alleging breach of contract and action in
debt. (Dkt. 1.) The complaint alleged Naem placed his bids at
the auction either personally or through Mohammad, that
Mohammad participated in the auction as an agent on behalf of
Suid Trucking, and that defendants acted in concert as
bidders at the auction and agreed to be responsible, jointly
and severally, for the equipment purchased. (Id.,
¶¶ 4.13, 4.16, 4.17, 5.2)
February 2018, the Court issued an Order granting in part and
denying in part defendants' motion to dismiss. (Dkt. 32.)
In its opposition to the motion, Ritchie Bros. informed the
Court of its discovery Mohammad had filed a voluntary
petition for bankruptcy on October 10, 2017. Given the
inadequacy of the briefing and information offered, the Court
denied the motion to dismiss as to Mohammad and requested
input from the parties as to the impact of the automatic
bankruptcy stay. Considering the fact Suid Trucking's
March 17, 2016 Articles of Incorporation contradicted any
inference the LLC existed either at the time of the auction
or at the time payment became due, the Court granted the
motion and dismissed plaintiff's claims as to Suid
Trucking. The dismissal was without prejudice to the
submission of an amended pleading offering evidence that
could support an earlier date of incorporation. The Court
also denied the motion to dismiss all defendants for lack of
subject matter jurisdiction and to dismiss Naem for
insufficient service of process, while quashing an attempted
service and granting Ritchie Bros. additional time to effect
service on Naem. Relevant to the motion currently under
consideration, the Court noted Ritchie Bros.' argument
that Naem and Mohammad had formed a general partnership under
Florida law at the time they placed their bids, and observed
that the introduction of this argument could warrant an
opportunity to amend.
proposed first amended complaint, Ritchie Bros. avers Naem
and Mohammad, at the time of the auction, acted as business
partners who were deemed to have been in a general
partnership under Florida law. (Dkt. 41.1 at ¶ 2.3.)
Ritchie Bros. alternatively maintains Mohammad acted as
Naem's agent for all relevant purposes at issue in this
dispute. (Id., ¶ 2.2.) Richie Bros. avers
defendants acted in concert to make purchases at the auction,
that Naem and Mohammad acted as agents for the Partnership
and Mohammad also acted as an agent for Naem, and that
defendants are jointly and severally liable for amounts
owing. (Id., ¶¶ 5.2-5.11.) Ritchie Bros.
also avers defendants lacked the intention to comply with the
terms of the bidder agreements and, by sharing bidder numbers
and acting as agents for one another, acted in concert to
intentionally and negligently make misrepresentations
regarding their intention to be responsible, jointly and
severally, for the items purchased at auction. (Id.,
¶ 5.12-5.39.) Ritchie Bros. does not seek recovery from
Mohammad personally and, instead, seeks to recover from Naem,
either because of his partnership with Mohammad or because
Mohammad was Naem's agent, and because Naem acted in
concert with Mohammad to misrepresent facts to Ritchie Bros.
Rule of Civil Procedure 15 provides that the Court
“should freely give leave [to amend a pleading] when
justice so requires.” Fed.R.Civ.P. 15(a). Granting
leave to amend serves the purpose of Rule 15 to
“facilitate decision on the merits, rather than on the
pleadings or technicalities.” Novak v. United
States, 795 F.3d 1012, 1020 (9th Cir. 2015) (internal
quotation marks and quoted case omitted). The rule should,
therefore, be interpreted and applied with “extreme
liberality.” Morongo Band of Mission Indians v.
Rose, 893 F.2d 1074, 1079 (9th Cir. 1990).
to amend may be denied where there is undue delay, bad faith
or dilatory motive, undue prejudice to the opposing party, or
when the amendment would be futile. See Foman v.
Davis, 371 U.S. 178, 182 (1962). Courts also frequently
consider whether a party previously amended its complaint.
Allen v. City of Beverly Hills, 911 F.2d 367, 373
(9th Cir. 1990). The parties here dispute whether these
factors argue in favor or against granting plaintiff's
motion to amend. Ritchie Bros. also requests that the Court
strike defendants' over-length opposition. The Court, for
the reasons set forth below, will consider defendants'
opposition, but finds no basis for denying plaintiff the
opportunity to amend.