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Commonwealth v. Marathon Petroleum Company LP

United States District Court, W.D. Kentucky, Louisville Division

October 24, 2017

COMMONWEALTH OF KENTUCKY, Plaintiff,
v.
MARATHON PETROLEUM COMPANY LP, Defendant.

          MEMORANDUM OPINION AND ORDER

          Colin Lindsay, Magistrate Judge United States District Court.

         Before the Court are two motions - the motion of Plaintiff Commonwealth of Kentucky (“Commonwealth”) to mend its first amended complaint (DN 71) and the motion of Defendant Marathon Petroleum Co. LP (“Marathon LP”) for leave to file a sur-reply in opposition to the Commonwealth's motion for leave to amend (DN 80.) For the following reasons, Marathon LP's motion is GRANTED, and the Commonwealth's motion is GRANTED.

         I. Background

         In May 2015, the Commonwealth filed a complaint against Marathon LP, alleging violations of the Sherman Act, the Clayton Act, and state antitrust laws. (DN 1, #1.) The Commonwealth later amended its complaint. (DN 18.) Nearly a year later, Marathon LP's motion to dismiss the amended complaint was denied on all grounds except for the Commonwealth's unjust enrichment claim. (DN 41, #426.) The Commonwealth's present motion seeks to add two related entities to the litigation as defendants - Marathon Petroleum Corp. (“Marathon Corp.”) and Speedway LLC (“Speedway”). (DN 71-1, #704.) To the best of the Court's understanding, Marathon LP initially consented to the Commonwealth's proposed joinder, provided that the Commonwealth agreed to a stipulation that it would not seek discovery directly from Marathon Corp. or Speedway. (DN 76, #784.) Marathon LP had already agreed to provide a limited amount of documents from both Speedway and Marathon Corp., even though it claimed it did not have control or possession of them. (Id.) In its reply brief, the Commonwealth disavowed any promise it had purportedly made to limit its discovery requests. (DN 79, #836.) Believing that the Commonwealth had backtracked on its previous representations to both it and this Court, Marathon LP sought leave to file a sur-reply. (DN 80.)

         II. Legal Standards

         Federal Rule of Civil Procedure 15(a) allows parties to amend their pleadings once as a matter of course, so long as it is done within 21 days of service of process. It also allows amending if “the pleading is one to which a responsive pleading is required, 21 days after service of a responsive pleading or 21 days after service of a motion under Rule 12(b), (e), or (f), whichever is earlier.” Fed.R.Civ.P. 15(a)(1)(B). Federal Rule of Civil Procedure 15(a)(2) allows parties to make consecutive amendments to their pleadings only with leave of the opposing party or the court. The latter should allow amendments when justice so requires. Id.

         Federal Rule of Civil Procedure 20(a)(2) governs the permissive joinder of defendants. The Court, in its discretion, may allow the joinder of additional defendants if:

(A) any right to relief is asserted against them jointly, severally, or in the alternative with respect to or arising out of the same transaction, occurrence, or series of transactions or occurrences; and
(B) any question of law or fact common to all defendants will arise in the action.

Fed. R. Civ. P. 20(a)(2) (emphasis added). The Court has broad discretion in allowing or disallowing the joinder of parties, and the purpose of Rule 20(a)(2) is to foster judicial economy and trial convenience. Amtote International Inc. v. Kentucky Downs, LLC, 2017 WL 1829782 (W.D. Ky. May 5, 2017) at *1 (citing Dejesus v. Humana Ins. Co., 2016 WL 3630258 (W.D. Ky. June 29, 2016) at *2).

         In regards to Marathon LP's motion to file a sur-reply, while the Federal Rules of Civil Procedure do not explicitly permit the filing of sur-replies, the Court has discretion as to when to allow their filing; appropriate circumstances include “[w]hen new submissions and/or arguments are included in a reply brief, and a non-movant's ability to respond to the new evidence has been vitiated.” Davis v. Trigg County, Kentucky, 2016 WL 7105931 (W.D. Ky. Dec. 5, 2016) at *3 (quoting Key v. Shelby City, 551 Fed. App'x 262, 265 (6th Cir. 2014)).

         III. Analysis

         The Court will address Marathon LP's motion for leave to file a sur-reply first, as it factors into the Court's analysis of the Commonwealth's Motion to Amend.

         A. Marathon ...


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