Cameo, LLC v. Techni-Coat International, N.V./S.A.

          MEMORANDUM OPINION AND ORDER

          Joseph, M. Hood, Senior U.S. District Judge

         I. INTRODUCTION

         This 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.

         II. FACTUAL AND PROCEDURAL BACKGROUND

         On April 14, 2008, Cameo entered into a Product Supply Agreement with Expert Management, doing business as ICI Imagedata (“Imagedata”).^[1] [DE 73-2]. Specifically, Cameo agreed to purchase certain types of printing products from Imagedata, which were identified in Schedule B of the Agreement.^[2] [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”).^[3] [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].

         The 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 promised that:

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].

         In 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.].

         On July 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.^[4] [Id. at 13]. The record contains no response from Lafaille. [Id.].

         On June 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.^[5] [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].

         In 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].

         Cameo 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 in turn.

         III. ...