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Middleton v. Complete Nutrition Franchising, LLC

United States District Court, D. Nebraska

August 2, 2019

DONOVAN MIDDLETON and HARVESTER NUTRITION, LLC, Plaintiffs,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants. EDGAR ROJAS and CHRISTINA SOARES, Plaintiffs,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants. HERMAN HOURIE and NUTRITION CASTLE, LLC, Plaintiffs,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants. BRIGHT FUTURE HOLDINGS, LLC, Plaintiff,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants. VIVIFY, INC., Plaintiff,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants. WARRIOR FITNESS & NUTRITION, LLC, Plaintiff,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants. KATHERINA JERAK, Plaintiff,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants. M.G. NUTRITION, LLC, Plaintiff,
v.
COMPLETE NUTRITION FRANCHISING, LLC; COMPLETE NUTRITION FRANCHISE HOLDINGS, LLC; CR HOLDINGS, LLC; DOMINUS HEALTH INTERMEDIATE HOLDCO, LLC; and DOMINUS HEALTH HOLDINGS, LLC, Defendants.

          MEMORANDUM AND ORDER

          Robert F. Rossiter, Jr. United States District Judge.

         This matter is before the Court on yet another string of nearly identical motions (Filing No. 69 in 8:18CV115, 8:18CV543, 8:18CV545, 8:18CV547, 8:18CV548 and 8:18CV549; Filing No. 73 in 8:18CV544; Filing No. 70 in 8:18CV546) filed by plaintiffs Donovan Middleton, Harvester Nutrition, LLC, Edgar Rojas, Christina Soares, Herman Hourie, Nutrition Castle, LLC, Bright Future Holdings, LLC, Vivify, Inc., Warrior Fitness & Nutrition, LLC, Katherina Jerak, and M.G. Nutrition, LLC (collectively, “plaintiffs”). The plaintiffs seek to alter or amend judgment and to amend their amended complaints (Filing No. 45 in each case) in each of their respective cases. Defendants Complete Nutrition Franchising, LLC, Complete Nutrition Franchise Holdings, LLC, CR Holdings, LLC, Dominus Health Intermediate Holdco, LLC, and Dominus Health Holdings, LLC (collectively, “defendants”) resist the motions. For the reasons stated below, the plaintiffs' motions will be denied.

         I. BACKGROUND

         According to the plaintiffs, the defendants comprise the Complete Nutrition Franchise system. The plaintiffs are or were independent franchisees of Complete Nutrition who entered into separate franchise agreements over the course of seven years.

         On March 9, 2018, the plaintiffs collectively sued (Filing No. 1 in each case) the defendants asserting various claims arising from those franchise relationships. On November 19, 2018, the magistrate judge severed (Filing No. 44 in each case) the plaintiffs' claims because they arise “from separate and distinct transactions.” The magistrate judge ordered each of the plaintiffs to file amended complaints “specific to the claims of only the named plaintiff(s) in that specific case.” On December 17, 2018, the plaintiffs each filed amended complaints virtually identical to one another. The defendants moved to dismiss (Filing No. 54 in 8:18CV115, 8:18CV543, 8:18CV545, 8:18CV547, 8:18CV548, and 8:18CV549, Filing No. 58 in 8:18CV544, and Filing No. 55 in 8:18CV546) the plaintiffs' claims on February 4, 2019, pursuant to Federal Rule of Civil Procedure 12(b)(6). The plaintiffs conceded defeat on some claims, but otherwise resisted the defendants' motions.

         In their briefs opposing the defendants' motions to dismiss, the plaintiffs also included fallback positions buried at the end of their arguments. The plaintiffs indicated that if the Court was inclined to grant the defendants' motions, then they would request leave to amend their amended complaints. Those buried, information, and conditional requests made no attempt to comply with the local rule, NECivR 15.1.

         In a Memorandum and Order dated May 8, 2019 (Filing No. 67 in 8:18CV115, 8:18cv543, 8:18CV545, 8:18CV547, 8:18CV548, and 8:18CV549; Filing No. 71 in 8:18CV544; Filing No. 68 in 8:18CV546), the Court granted the defendants' motions to dismiss. The Court denied the plaintiffs' informal requests to amend for failing to comply with NECivR 15.1 and entered judgment (Filing No. 68 in 8:18CV115, 8:18cv543, 8:18CV545, 8:18CV547, 8:18CV548, 8:18CV549; Filing No. 72 in 8:18CV544; Filing No. 69 in 8:18CV546) for the defendants against the plaintiffs in each respective case. The plaintiffs now seek relief under Federal Rule of Civil Procedure 59(e). To support their requests for leave to amend, the plaintiffs have offered proposed second amended complaints, which again are near carbon-copies of one another.

         II. DISCUSSION

         A. Standard

         When a case “is dismissed for failure to state a claim, the district court has ‘considerable discretion to deny a post-judgment motion for leave to amend because such motions are disfavored.'” Ryan v. Ryan, 889 F.3d 499, 508 (8th Cir. 2018) (quoting United States ex rel. Roop v. Hypoguard USA, Inc., 559 F.3d 818, 824 (8th Cir. 2009)). The Court must not ignore the considerations of Federal Rule of Civil Procedure 15(a)(2), but the Eighth Circuit has “repeatedly explained that ‘[a] motion for leave to amend after dismissal is subject to different considerations than a motion prior to dismissal.'” In re SuperValu, Inc., 925 F.3d 955, 961 (8th Cir. 2019) (quoting Mountain Home Flight Serv., Inc. v. Baxter Cty., 758 F.3d 1038, 1045 (8th Cir. 2014)).

         The Court may deny leave to amend “‘where there are compelling reasons such as undue delay, bad faith, or dilatory motive, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the non-moving party, or futility of the amendment,' even when doing so will necessarily prevent resolution on the merits.” Ash v. Anderson Merch., LLC, 799 F.3d 957, 963 (quoting Horras v. Am. Capital Strategies, Ltd., 729 F.3d 798, 804 (8th Cir. 2013)).

         After judgment has been entered, the Court will only grant leave to amend if consistent “with the stringent standards governing the grant of Rule 59(e) and Rule 60(b) relief.” United States v. Mask of Ka-Nefer-Nefer, 752 F.3d 737, 745 (8th Cir. 2014). “Motions under Rule 59(e) ‘serve the limited function of correcting manifest errors of law or fact or to present newly discovered evidence' and ‘cannot be used to introduce new evidence, tender new legal theories, or raise arguments which could have been offered or raised prior to entry of judgment.'” Ryan, 889 F.3d at 507 (quoting United States v. Metro. St. Louis Sewer Dist., 440 F.3d 930, 933 (8th Cir. 2006)). Rule 60(b)'s relief is even narrower, requiring the moving party to show “‘exceptional circumstances' warranting ‘extraordinary relief.'” Mask of Ka-Nefer-Nefer, 752 F.3d at 743 (quoting United States v. Young, 806 F.2d 805, 806 (8th Cir. 1986)).

         Here, the plaintiffs seek relief under Rule 59(e), but have neither explained why relief is justified under that standard nor alleged any “exceptional circumstances” warranting relief under Rule 60(b).

         Instead, the plaintiffs argue they “ought to be afforded an opportunity to test [their] claim[s] on the merit.” But the plaintiffs have had numerous opportunities to test the water in this case. The plaintiffs were twice advised on the potential ...


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