SCOVT, distinguishing LeClair v. LeClair, affirms discretionary denial of motion to amend complaint made before the close of discovery.

 

PeakCM, LLC v. Mountainview Metal Systems, LLC, 2025 VT 50 [8/22/2025] (part one of two)

EATON, J.  In 2019, multiple siding panels fell off a newly constructed hotel in St. Albans, Vermont.  Plaintiff, PeakCM, LLC, the general contractor responsible for the hotel’s construction, sued the siding-panel installer, Mountainview Metal Systems, LLC..  Plaintiff amended its complaint to add a product-liability claim against the siding-panel manufacturer, ATAS International, Inc. On appeal, plaintiff argues that the court abused its discretion when it denied plaintiff’s further motion to amend the complaint. We affirm.

Under Vermont Rule of Civil Procedure 15(a), once a responsive pleading is served, “a party may amend the party’s pleading only by leave of court or by written consent of the adverse party; and leave to amend shall be freely given when justice so requires.”  We have stated that “trial courts are to be liberal in permitting amendments to the pleadings.”  Lillicrap v. Martin, 156 Vt. At 170 (citing V.R.C.P. 15(a)).

When a party moves to amend its pleading, the trial court has discretion to determine whether an amendment should be permitted.  Id.  On review, “[t]he issue is not whether we would have granted the motion to amend had we been similarly situated; nor is it whether the lower court could have granted the motion to amend in the proper exercise of its discretion.”  Gauthier v. Keurig Green Mountain, Inc., 2015 VT 108, ¶ 47 Instead, “[w]e will reverse the action of the trial court on such rulings only where there is an abuse of discretion.”  Lillicrap v. Martin, 156 Vt. at 170.

 An abuse of discretion exists where a court “failed to exercise its discretion, or . . . its discretion was exercised on reasons clearly untenable, or to an extent clearly unreasonable.”  In re Burke, 2019 VT 28, ¶ 46.   When applying its discretion, the court should consider the policies behind our liberal amendment standard:  “(1) to provide maximum opportunity for each claim to be decided on its merits rather than on a procedural technicality, (2) to give notice of the nature of the claim or defense, and (3) to enable a party to assert matters that were overlooked or unknown to him at an earlier stage in the proceedings.”     

We have held that a trial court may deny a motion to amend based on considerations of undue delay, bad faith, futility of amendment, and prejudice to the opposing party. Colby v. Umbrella, Inc. 2008 VT 20, ¶ 4; Perkins v. Windsor Hosp. Corp., 142 Vt. 305, 313 (citing Foman v. Davis, 371 U.S 178, 182 (1962)).  

However, “[w]hen there is no prejudice to the objecting party, and when the proposed amendment is not obviously frivolous nor made as a dilatory maneuver in bad faith, it is an abuse of discretion to deny the motion.”  LeClair v. LeClair, 2017 VT 34, ¶ 28; Bevins v. King, 143 Vt. 252, 254-55 (1983) (citing Foman, 371 U.S. at 182). 

 

We conclude the court acted within its discretion in denying plaintiff’s motion to amend based on undue delay and prejudice to ATAS. After ATAS moved for summary judgment arguing that the economic-loss rule barred the product liability claims plaintiff moved to amend its complaint to add over 100 new allegations and four new claims against ATAS: breach of contract, breach of warranty, indemnity, and negligence. At that time, the discovery schedule was due to close six days later.

The record supports the court’s conclusion that there was undue delay because the new claims were based on facts and theories of which plaintiff had been aware since it originally filed its complaint against ATAS. See Hickory v. Morlang, 2005 VT 73, ¶ 6, 178 Vt. 604, 878 A.2d 318 (mem.) (Holding undue delay existed when party had opportunity to bring forward claim or amend complaint at earlier time but elected not to.)

The court also reasonably concluded that “[t]he proposed amendment will inevitably result in prejudice” to ATAS.  This was so because amendment came at a time when discovery was to close in six days, and therefore, “[f]or all practical purposes, discovery was over.,” yet it was “difficult to imagine how the proposed amendment will not require additional discovery” when plaintiff “seeks to add dozens of paragraphs of additional facts and four additional claims.” The amendment would have required ATAS “to shift focus and litigate entirely different theories of contract, warranty, negligence, and indemnity” and would “almost certainly lead to yet another round of summary judgment motions.” 

 Plaintiff argues the new legal claims plaintiff sought to add were based on facts already in the case. See Lillicrap v. Martin, 156 Vt. at 171 (When analyzing potential prejudice, the court can consider whether a legal issue “has permeated th[e] case from the start” such that the opposing party has been put “on notice” of the issue in the proposed amendment); .”  Gauthier v. Keurig Green Mountain, Inc,, 2015 VT 108, ¶ 46 (explaining courts may consider whether party has already “marshaled its resources to respond to the allegations made in the existing complaint”) In this case, however, the court reasonably disagreed with plaintiff’s interpretation of the new claims. 

The court explained that the material legal issues within the new claims had not permeated the case from the start and instead would have required ATAS to shift focus and litigate entirely different theories of contract, warranty, negligence, and indemnity, and would require discovery.  See 6 Wright & Miller, Federal Practice & Procedure § 1487 (3d. ed. 2025) (“[I]f the amendment substantially changes the theory on which the case has been proceeding and is proposed late enough so that the opponent would be required to engage in significant new preparation, the court may deem it prejudicial.”) Thus, the court’s conclusion that plaintiff’s third amended complaint would result in prejudice to ATAS is supported by the record and is not made on clearly untenable grounds. 

 Plaintiff argues that the court erred in suggesting that post-summary-judgment amendments are not allowed, See LeClair v. LeClair, 2017 VT 34, ¶ 31 (“[T]he fact that the case had reached the summary judgment stage [is not] determinative.” ) But the trial court must assess the relevant factors as they apply to each particular case.    The timing of a motion to amend is certainly relevant to whether the opposing party will suffer prejudice.  See, e.g., Bevins, 143 Vt. at 256, 465 A.2d at 284 ([T]he practice of filing motions to amend pleadings on the day of trial is clearly to be avoided.  In many cases, the nonmoving party will be prejudiced by such action.”) In Gauthier, we affirmed a trial court’s decision to deny a motion to amend prior to trial—but following summary-judgment motions—because the trial court appropriately “balanced the policy objectives” outlined in Bevins with prejudice and undue delay. 2015 VT 108, ¶ 46

 In this case, the court appropriately assessed the situation.  It reasonably concluded that the inexplicably late stage that these claims were brought, combined with the prejudice that they would incur, justified denying plaintiff’s motion to amend.  Contrary to plaintiff’s arguments, the fact that a proposed amendment was filed before the discovery deadline does not automatically dictate that the amendment is not prejudicial,

 Finally, plaintiff contends that the court improperly asserted that plaintiff had to demonstrate good cause for its delay.  Plaintiff cites LeClair v. LeClair,, where this Court stated that absence of good cause for the delay was not a ground to deny a motion to amend. 2017 VT 34, ¶ 29.  We disagree with plaintiff’s characterization of the trial court’s decision.  We see no imposition of a good-cause burden on plaintiff in the court’s decision here. We have frequently stated that the court may consider undue delay when faced with a motion to amend. Thus, the court considered the appropriate factors in exercising its discretion to deny the motion to amend in this case.

Affirmed

How cited

SCOVT Note re: timeliness of amended pleadings.

 LeClair v. LeClair, reversed the denial of a motion to amend a complaint to add new liability theories made after both the close of discovery and summary judgment where the issues were already implicit in the case.

Stowe Aviation, LLC v. Agency of Commerce, 2024 VT 11, follows Foman v. Davis, 371 U.S. 178 (1962)  and confirms that entry of judgment is not to late for possible corrective amendment of a complaint.