United States District Court, E.D. Kentucky, Lexington
MEMORANDUM OPINION AND ORDER
Joseph, M. Hood, Senior U.S. District Judge
matter is before the Court upon Plaintiff Cameo, LLC's
Motion for Leave to File a Fifth Amended Complaint. [DE 73].
Akzo Nobel Paints Belgium, N.V./S.A. (“AN
Paints”), as successor by merger to named Defendant
Techni-Coat International, N.V./S.A.
(“Techni-Coat”), has filed a Response in
Opposition thereto, and Cameo has submitted a Reply,
rendering this matter ripe for the Court's review. [DE
77, 79]. For the reasons stated herein, Cameo's Motion is
hereby GRANTED IN PART AND DENIED IN PART.
FACTUAL AND PROCEDURAL BACKGROUND
April 14, 2008, Cameo entered into a Product Supply Agreement
with Expert Management, doing business as ICI Imagedata
(“Imagedata”). [DE 73-2]. Specifically, Cameo agreed
to purchase certain types of printing products from
Imagedata, which were identified in Schedule B of the
Agreement. [Id. at 15, 23]. The products in
question were part of a three-dimensional printing process
called Pictaflex, which was owned by Imagedata's parent
company, Intervening Defendant Imperial Chemical Industries,
PLC (“ICI”). [Id. at 14]. In exchange,
Imagedata permitted Cameo to re-sell the products in question
to Strikeforce Bowling. [Id. at 14-15, 22]. Thus,
the Agreement essentially designated Cameo as a non-exclusive
distributor of select Pictaflex products. [Id.]. ICI
and Strikeforce executed a supplemental License Agreement
that same day, thereby allowing Strikeforce to utilize the
Pictaflex technology. [Id. at 14-15].
term of the Agreement began on April 1, 2008. [Id.
at 22]. The parties agreed that the Agreement would
“continue in force for a period of three years and
thereafter unless or until terminated by either party giving
the other party at any time not less than three months
written notice to expire on or at any time after the end of
that period.” [Id. at 18]. Imagedata further
Neither it nor any of its affiliates will, during the term of
this Agreement or for a year after the termination of
this Agreement, except in the event of termination by
[Imagedata] for cause, sell (or solicit the sale of)
Products to Strikeforce Bowling LLC (or its affiliates)
directly or through any person or entity other than [Cameo].
[Cameo] agrees that neither it nor any of its affiliates will
during the term of this Agreement, directly or indirectly,
sell (or solicit the sale) any products to Strikeforce
Bowling LLC (or its affiliate) competitive with the Products.
[Id. at 20].
January 2008, just three months before Cameo and Imagedata
executed the Agreement, Dutch multinational corporation Akzo
Nobel, N.V. acquired ICI and its subsidiaries. [DE 72]. Later
that year, after the Agreement took effect, Akzo Nobel
transferred the Pictaflex technology to Techni-Coat, another
of its subsidiaries. [Id.]. As a result, Techni-Coat
became responsible for the supply of Pictaflex products to
Cameo under the terms of the Agreement. [Id.].
6, 2010, Cameo's sole member, Nicholas Herbert-Jones,
e-mailed Techni-Coat's Managing Director, Marc Lafaille,
to express concerns about Lafaille's recent meeting with
Strikeforce personnel. [DE 61-1 at 13-14]. On July 19, 2010,
Lafaille sent Herbert-Jones a letter, declaring
Techni-Coat's intent to terminate its business
relationship with Cameo, effective March 30, 2011.
[Id. at 12]. Herbert-Jones then sent Lafaille
another email on August 3, 2010, confirming receipt of the
letter and asking him whether Techni-Coat had directly sold
Pictaflex products to Strikeforce. [Id. at 13]. The
record contains no response from Lafaille. [Id.].
26, 2014, Cameo filed this civil action against an Akzo Nobel
subsidiary named Akzo Nobel Coatings, Inc. (“AN
Coatings”), asserting claims for breach of contract and
breach of the duty of good faith and fair dealing. [DE 1].
Cameo later sought, and received, leave to amend its
complaint so that it could name Akzo Nobel, Inc., rather than
AN Coatings, as Defendant in this action. [DE 1, 27, 46].
The Court subsequently granted Cameo further leave to amend
its complaint, thereby allowing Cameo to substitute
Techni-Coat for Akzo Nobel, Inc. [DE 58, 61].
Spring 2016, the parties conducted a Rule 26(f) Conference.
[DE 70]. Defense counsel reported that Techni-Coat no longer
exists as a separate legal entity, having merged with AN
Paints in 2014. [Id. at 2]. Moreover, he suggested
that Techni-Coat was not the proper defendant to this action.
In an effort to identify the entity involved in the breach of
the Agreement without disclosing Techni-Coat's
confidential business information, counsel for both parties
decided to send a third-party subpoena duces tecum
to Strikeforce. [DE 70 at 2-3]. After reviewing the documents
obtained from Strikeforce, defense counsel reportedly
suggested that Cameo substitute Soliant, LLC, another Akzo
Nobel subsidiary, as Defendant in this action. [DE 73].
Strikeforce documents indicate that Soliant acquired the
Pictaflex technology from Techni-Coat in 2011, then merged
with AN Coatings. [DE 72 at 3].
now seeks leave to amend its complaint a fifth time.
Specifically, it wishes to assert additional claims for
unjust enrichment and tortious interference with a contract
and business relations against AN Paints, add AN Coatings as
a defendant, and clarify the nature of its existing breach of
contract claim. The Court will address each of these requests