United States District Court, S.D. Texas, Houston Division
JOSEPH F. BEGGINS, Plaintiff,
CBRE CAPITAL MARKETS OF TEXAS L.P., Defendant.
ORDER GRANTING MOTION FOR LEAVE TO AMEND
ROSENTHAL CHIEF UNITED STATES DISTRICT JUDGE
defendant, CBRE Capital Markets of Texas, L.P., moved for
leave to file an amended answer. It filed the motion after
the court's deadline for amending pleadings had passed.
(Docket Entry No. 22). The plaintiff, Joseph F. Beggins,
opposed the motion. (Docket Entry No. 23). Based on the
pleadings, the briefing, the record, and the applicable law,
the court grants CBRE's motion for leave. The reasons for
this ruling are explained below.
nearly 15 years, Beggins was the chief executive officer of
GEMSA Loan Services, L.P., a partnership between a CBRE
subsidiary and a General Electric Capital Services, Inc.
subsidiary. (Docket Entry No. 11 at ¶¶ 1, 7). The
partnership between General Electric and CBRE dissolved, and
Beggins agreed to oversee the transition. (Docket Entry Nos.
11 at ¶ 1, 15 at ¶ 1). In return, CBRE promised to
enter into a written retention agreement with Beggins and
provide him a significant retention bonus. (Docket Entry No.
11 at ¶ 1). CBRE admits that it presented Beggins with a
retention agreement on July 22, 2015, and that the retention
payment it paid out would take the place of any bonus Beggins
typically received. (Docket Entry Nos. 11 at ¶¶
8-9, 15 at ¶ 5). Beggins began his work overseeing the
transition. (Docket Entry No. 11 at ¶¶ 10, 22).
submitted revisions of the retention agreement before signing
the document. (Docket Entry Nos. 11 at ¶¶ 12-16, 15
at ¶¶ 8-10). Beggins alleges that despite
communications with CBRE showing its willingness to make
revisions to the agreement, CBRE did not send him a revised
agreement to sign and did not pay him when the retention
period ended. (Docket Entry No. 11 at ¶¶ 20-22).
submitted a written claim for benefits under CBRE's
severance plan. (Docket Entry Nos. 11 at ¶ 1, 15 at
¶ 1). CBRE denied his claim. Id. Beggins then
filed this suit seeking damages, unpaid benefits, and
attorney's fees under the Texas common law and the
Employment Retirement Income Security Act, 29 U.S.C. §
1132(a)(1)(B) (2017). (Docket Entry No. 11 at ¶ 1).
February 26, 2018, CBRE moved for summary judgment based on
exhaustion as an affirmative defense to Beggins's ERISA
claim. (Docket Entry No. 16). Beggins responded that CBRE
waived the defense by failing to include it in the answer.
(Docket Entry No. 19).
April 26, 2018, after the amended pleadings deadline had
passed, (Docket Entry No. 2 at ¶ 2), CBRE moved for
leave to file a first amended answer that adds the following
Defendant denies that all conditions precedent to a right of
recovery have been satisfied and that Plaintiff failed to
exhaust all administrative remedies under the plan. Plaintiff
has refused to sign the release prepared by CBRE, Inc. and he
failed to properly submit a claim to the administrator of the
Severance Pay Policy of CBRE, Inc. through the Human
Resources Service Center as provided in section II(A) of the
(Docket Entry No. 22-A at ¶ 36). Beggins responded.
(Docket Entry No. 23).
The Legal Standard
standards control when a court may grant a motion for leave
to file an amended pleading. Rule 15(a) of the Federal Rules
of Civil Procedure provides that courts should “freely
give leave [to amend] when justice so requires.”
Fed.R.Civ.P. 15(a)(2). Rule 16(b) provides that once a
scheduling order has been entered, it “may be modified
only for good cause and with the judge's consent.”
Fed.R.Civ.P. 16(b)(4). Rule 16(b) requires a district court
to enter a scheduling order setting deadlines, including for
pleading amendments. See Fed. R. Civ. P. 16(b)(1).
By limiting the time for amending pleadings, Rule 16(b) is
designed to ensure that “at some point both the parties
and the pleadings will be fixed.” See Id.
(Advisory Committee Notes to 1983 Amendment). A district
court has “broad discretion” in ruling under Rule
16 and Rule 15, “to preserve the integrity and purpose
of the pretrial order” and to manage the case fairly
and efficiently. Hodges v. United States, 597 F.2d
1014, 1018 (5th Cir. 1979).
Rule 16(b) “good cause” standard, rather than the
“freely given” standard of Rule 15(a), governs a
motion to amend filed after the deadline set in a scheduling
order. Sullivan v. Leor Energy, LLC, 600 F.3d 542,
551 (5th Cir. 2010). The “good cause” standard
requires a party “to show that the deadlines cannot
reasonably be met despite the diligence of the party needing
the extension.” S&W Enters., LLC v. SouthTrust
Bank of Ala., NA, 315 F.3d 533, 535 (5th Cir. 2003)
(internal citations omitted). Courts consider four factors in
deciding if there is good cause to amend a scheduling order:
“(1) the explanation for the failure to timely move for
leave to amend; (2) the importance of the amendment; (3)
potential prejudice in allowing the amendment; and (4) the
availability of a continuance to cure such prejudice.”
Sw. Bell Tel. Co. v. City of El Paso, 346 F.3d 541,
546 (5th Cir. 2003) (quotation marks and citations omitted).
movant satisfies Rule 16(b)'s requirements, the court
determines whether to grant leave to amend under the more
liberal Rule 15(a)(2) standard. S&W Enters., 315
F.3d at 536. A district court reviewing a motion to amend
pleadings under Rule 15(a) may consider factors such as
“undue delay, bad faith or dilatory motive[, ] . . .
undue prejudice to the opposing ...