NOT RECOMMENDED F OR FUL L -TEXT PUB L I CATI ON File Na me: 12a0671n.06 No. 11-6094 UNITED STAT ES COURT OF AP P EALS F OR THE S IXTH CIRCUIT

MI DAMERI CAN DI STRI BU TI ON, I NC., Plaintiff-Appellant,

v. CL ARI FI CATI ON TECHNO L OGY, I NC., ET AL ., Def endants-A

ppellees. ) ) ) ) ) ) ) ) ) ON APPEAL FROM THE UNI T E D STATES DI STRI CT COURT FOR THE EASTERN DI S TRI CT OF KENTUCKY

Be fore : SI L ER and KETHL EDGE, Circuit Judges; GRAHA M, District J udg e. * KETHL EDGE, Circuit J udg e. This diversity case arises out of an alleg ed brea ch of contra ct and unjust enric hment conce rning the sale of fry ing- oil filters. The district court g rante d summary judgme nt to Clari fi ca t i o n T echnolog y , I nc. and CRS Holding, AG, primarily on g rounds that the putative ag ree ment was too indefinite to be enfor cea ble under Kentucky law. We revie w the court’s opinion de novo. See CMACO Auto. Sys., Inc. v. W anxiang America Corp. , 589 F.3d 235, 241 (6th Cir. 2009). The district c ourt’s opinion wa s notably thoroug h and well-re asoned. We a ffirm primarily for the rea sons stated in that opinion, and will only add to it briefly here

. MidAmerica n arg ues that it prese nted sufficie nt evidenc e for the court to f ind the “full and complete terms” of the contra ct.

The Honora

ble J ames L

. Gra

ham, United States District J udg e for the Southern District of * Ohio, sitti ng by

desig nation.MidAmerica n say s that the court should ha ve incorporated the Aug ust 2006 meetingminutes, and that what the district court called ong oing “neg otiations” wer e actua lly CTI ’s attempts to chang e the terms of the cont ra ct
. Bu t here all of the key documents—spec ifically , the meeting minutes and emails—leave materia l terms like pricing and duration to future neg otiations. And neg otiations did in fac t continue on specific ation fee s and pay ment terms well into 2007. We theref ore a g ree with t h e district court that there is no contra ct here for us to enfor ce. See Cinelli v. W ard , 99 7 S

. W

. 2 d 474, 477-78 (Ky . Ct. App. 1998). MidAmerica

n also arg ues t h at t h e district court err ed in deny ing rec overy for its unjust enric hment claim. Under Kentucky law, howeve r, a plaintiff cannot rec over on such a claim when it perf ormed service s “in its own commerc ial self-inter est[.] ” See Realty Unlimited, Inc. v. Ball Homes , 2009 WL 50179 at *6 (Ky

. Ct. App. J an. 9, 2009). And under a rela ted doctrine, quantum meruit, rec overy is barr ed when a plaintiff acte d “without any thought of direc t cash compensa tion but with a view to obtaining business throug h a hoped-f or contra ct.” Quadrille Business Systems v. Kentucky Cattl eme n’s Association, Inc. , 242 S.W .3d 359, 367 (Ky

. Ct. App. 2007). That is prec isely the scena rio here : MidAmerica

n perf ormed service s not for direc t compensa tion, but to benef it itself by obtaining a new contra ct. The service s wer e there fore perf o rm ed i n M i d Americ an’s own
commerc ial interest. That MidAmerica n ultimately could not ag ree on the terms of a contra ct with CTI does not cha

ng e that fa ct. Finally , MidAmerica

n arg ues that the district court err ed in its denial of leave to file a second amende d complaint. MidAmerica n filed its motion to amend afte r the defe ndants had alre ady filed

a motion for summary judgme nt. I t is true that the deadline for dispositi ve motions had not y et
2passed when the defe ndants filed their motion. But the plaintiff’s motion to amend still came afte r

the case had been pending 40 m o n t h s and after the defe ndants had correc tly identified t he defec ts in MidAmerica

n’s claims. A plaintiff is not entitled as a matter of law to amend his complaint afte r the defe ndant identifies its defe cts at an advan ce d s t age of the litigation. The district court was within its discretion to deny the m otion to amend. See ge nerally Colvin v. Caruso , 605 F.3d 282, 294 (6th Cir. 2010). The district cour

t’s judgme nt is affirmed.

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