UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

COLUMBIA HOSPITAL AT MEDICAL

CITY DALLAS SUBSIDIARY, L.P. d/b/a

MEDICAL CITY DALLAS HOSPITAL,

Plaintiff,

VS.

LEGEND ASSET MANAGEMENT

CORPORATION, ET AL.,

Defendants,

VS.

AETNA HEALTH INC., SUCCESSORIN-INTEREST OR SUCCESSOR-BYMERGER TO AETNA U.S.

HEALTHCARE OF NORTH TEXAS,

INC.,

Third-Party Defendant.

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) CIVIL ACTION NO.

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) 3:03-CV-3040-G

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MEMORANDUM OPINION AND ORDER

Before the court is the motion of the third-party defendant, Aetna Health Inc.

(“Aetna”), for leave to file a counterclaim against Legend Asset Management

Corporation, Legend Asset Management Corporation Health Plan, and Robbie L.

 

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Sebren (collectively, “Legend”). For the reasons discussed below, the motion is

denied.

I. BACKGROUND

On December 23, 2003, the plaintiff, Columbia Hospital at Medical City

Dallas Subsidiary, L.P. (“Medical City”), filed a complaint against Legend in this

court seeking recovery of benefits under Legend’s healthcare plan. See generally

Plaintiff’s Original Complaint. On May 3, 2004, Legend filed a third-party

complaint against Aetna. Defendants’ Original Third Party Complaint at 1. Aetna

filed its original answer to the third-party complaint on July 2, 2004. Aetna Heath

Inc.’s Original Answer to Third Party Complaint at 1. On July 14, 2004, this court

entered its scheduling order setting the trial for the court’s four-week docket

beginning on May 2, 2005. Order Establishing Schedule and Certain Pretrial

Requirements (“Original Scheduling Order”) ¶ 2. Among the deadlines included in

the court’s scheduling order was a requirement that all amended pleadings were to be

filed by October 15, 2004. Id. ¶ 3. On December 28, 2004, the court amended the

scheduling order and reset the trial for the four-week docket beginning on

September 6, 2005. Amended Order Establishing Schedule and Certain Pretrial

Requirements (“Amended Scheduling Order”) ¶ 2. However, the deadline regarding

the filing of amended pleadings was not amended. See generally Id.

 

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On May 26, 2005, Aetna filed the instant motion for leave to file a

counterclaim against Legend. Defendant Aetna Health Inc.’s Motion for Leave to

File Counterclaim and Supporting Brief (“Motion for Leave”) at 1. On June 17, 2005

and June 22, 2005, all three of the parties filed separate motions for summary

judgment. See generally Docket Sheet.

II. ANALYSIS

In support of its motion for leave, Aetna argues that “granting [it] leave to

assert its counterclaim against [Legend] will serve to avoid multiple lawsuits arising

from the same or similar facts.” Motion for Leave ¶ 9. Aetna’s counterclaim asserts

two claims against Aetna: (1) contribution and indemnity if it is found liable to

Medical City in the instant suit and (2) breach of contract. Id. ¶ 6. The basis of the

breach of contract claim is that Legend owes Aetna $ 7,365.90 under the group

health care plan agreement which forms the basis of Medical City’s claims against

Legend. Defendant Aetna Health Inc.’s Reply Brief in Support of Its Motion for

Leave to File Counterclaim (“Reply”) ¶ 3. According to the copy of the proposed

counterclaim attached as an exhibit to the motion for leave, the unpaid balance

became due, at the latest, when Aetna’s coverage of Legend’s employees terminated in

January 2004. Defendant Aetna Health Inc.’s [Proposed] Original Counterclaim at 3,

attached to Motion for Leave.

 

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In opposition to Aetna’s motion for leave, Legend argues that leave should be

denied because the counterclaim is not related to the underlying action and because

of Aetna’s delay in filing the motion for leave. See generally Defendant’s Response to

Aetna’s Motion for Leave to File Counterclaim (“Response”). Legend asserts that the

proposed counterclaim is “wholly unrelated to the subject matter of the current

litigation,” because the unpaid balance is not traceable to any specific employee --

particularly the employee who is the subject of this case. Id. at 3. In reply, Aetna

argues that “[c]learly, payments made under the Group Agreement are already in

dispute,” and that granting it leave to file the counterclaim “will serve to avoid

multiple lawsuits arising from the same or similar facts.” Reply ¶¶ 3-4. 

Legend further argues that leave should be denied because of Aetna’s delay in

seeking leave to file its counterclaim. Response at 4. Aetna joined this lawsuit on

July 2, 2004, when it answered the third-party complaint. Id. Thus, under the

court’s scheduling order, Aetna had over three months to amend its answer and assert

this counterclaim against Legend. Original Scheduling Order ¶ 3. Instead, Aetna

filed the instant motion for leave almost eleven months after it joined this litigation --

and over seven months after the court imposed deadline to amend -- even though it

was aware of the alleged unpaid balance in January of 2004. Aetna has offered no

explanation for the delay and simply argues that “granting leave . . . will not delay the

trial . . . and will not prejudice any party.” Reply ¶ 4.

 

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Aetna cites Rule 15(a) of the Federal Rules of Civil Procedure for the

proposition that “leave should be freely given when justice so requires.” Motion for

Leave ¶ 9, citing FED. R. CIV. P. 15(a). While this is a correct statement of the

general rule regarding amendment of pleadings, “Rule 16(b) governs amendment of

pleadings after a [district court’s] scheduling order deadline has expired.” S&W

Enterprises, L.L.C. v. SouthTrust Bank of Alabama, NA, 315 F.3d 533, 536 (5th Cir.

2003). “Rule 16(b) provides that a scheduling order ‘shall not be modified except

upon a showing of good cause and by leave of the district judge.’” Id. at 535 (citing

FED. R. CIV. P. 16(b)). “The good cause standard requires the ‘party seeking relief to

show that the deadlines cannot reasonably be met despite the diligence of the party

needing the extension.’” Id. (citing 6A CHARLES ALAN WRIGHT, ET AL., FEDERAL

PRACTICE AND PROCEDURE § 1522.1 (2d ed. 1990)). “Only upon the movant’s

demonstration of good cause to modify the scheduling order will the more liberal

standard of Rule 15(a) apply to the district court’s decision to grant or deny leave.” 

Id. at 536. The Fifth Circuit established a test in S&W Enterprises for determining

whether an untimely motion to amend should be allowed, despite the existence of a

scheduling order: “(1) the explanation for the failure to timely move for leave to

amend; (2) the importance of the amendment; (3) potential prejudice in allowing the

amendment; and (4) the availability of a continuance to cure such prejudice.” Id. at

536 (internal quotations and brackets excluded). 

 

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In this case, the first factor weighs against Aetna because it has offered no

explanation for its delay in seeking leave to file the counterclaim. The second factor

is neutral. While it is important to join claims that may be related to the underlying

litigation, see Jacobson v. Comdata Corporation, No. 3:03-CV-1426-L, 2004 WL

2847221 at *4 (N.D. Tex. Dec. 9, 2004) (Lindsay, J.), Aetna’s failure to timely raise

such simple issues undercuts the importance of the counterclaim. Accordingly, the

court does not weigh this factor in the favor of granting or denying leave. The third

factor -- potential prejudice to the nonmovant -- weighs against Aetna. Legend may

suffer prejudice if a new cause of action is added approximately two months prior to

trial (September, 2005), within approximately one month of the close of discovery

(July 30, 2005), and after the court-imposed deadline for filing dispositive motions

(June 17, 2004). See Amended Scheduling Order ¶ 2; Order filed May 13, 2005. 

Finally, the fourth factor weighs against Aetna. Further continuance of any of the

three deadlines above will surely cause delay in the trial setting and/or other pretrial

procedures, which have already been continued at least once by this court. 

The balance of the factors establishes that Aetna has not shown good cause for

the court to excuse its delay in filing its motion for leave. Aetna has not shown that it

was diligent in its attempt to file the counterclaim by the deadline established by the

court’s original scheduling order. Thus, the liberal standard set forth in Rule 15(a) is

not applicable. Accordingly, Aetna’s motion for leave is denied.

 

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III. CONCLUSION

For the reasons set forth above, Aetna’s motion for leave to file a counterclaim

against Legend is DENIED.

SO ORDERED.

June 29, 2005.

 

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