UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

---------------------------------------------------------------x 

UNITHAI MARITIME LIMITED, : 

 : 

 Plaintiff, : 07 CV 5730 (BSJ) 

 : 

v. : 

 : 

RP LOGISTICS PVT. LTD. and : 

R. PIYARELALL INTERNATIONAL : 

PVT. LTD. : 

 Defendants. : 

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MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR LEAVE TO FILE 

AMENDED VERIFIED COMPLAINT

 Plaintiff, Unithai Maritime Ltd. (“Unithai” or “Plaintiff”), by and through its undersigned 

counsel, Vandeventer Black LLP, respectfully submits this Memorandum of Law in Support of 

Plaintiff’s Motion for Leave to File Amended Verified Complaint against Defendants', RP 

Logistics Pvt. Ltd. (“RPL” ) and R. Piyarelall International Pvt. Ltd. (“ RPI” ) (collectively 

referred to as “Defendants” ), and in support thereof states as follows: 

1. FED. R. CIV. P. 15 provides that leave to file an amended complaint should “be 

freely given when justice so requires.” In interpreting Fed. R. Civ. P. 15, the Supreme Court has 

stated that 

 In the absence of any apparent or declared reason-such as undue delay, bad faith or 

 dilatory motive on the part of the movant, repeated failure to cure deficiencies by 

 amendments previously allowed, undue prejudice to the opposing party by virtue of 

 allowance of the amendment, futility of amendment, etc., the leave sought should, as the 

 rules require, be ‘freely given.’ 

Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962). 

 2. The Second Circuit Court of Appeals and the Southern District of New York have 

Case 1:07-cv-05730-BSJ Document 13-2 Filed 07/25/2007 Page 1 of 4
interpreted the Foman standard to allow amendments, even if there was substantial delay in 

seeking the same, unless the movant has acted in bad faith, the amendment will prejudice the 

nonmovant, or the amendment is futile. See, e.g., Richardson Greenshields Sec., Inc. v. Lau, 825 

F.2d 647, 653 n. 6 (2d Cir.1987) (noting that a motion to amend should be denied only for undue 

delay, bad faith, futility or prejudice to opposing party; mere delay alone, absent a showing of 

bad faith or prejudice, is not grounds for denial of leave to amend) (citations omitted); Posadas 

de Mexico, S.A. de C.V. v. Dukes, 757 F.Supp. 297, 300 (S.D.N.Y.1991) (recognizing that leave 

to amend should be given unless the motion for leave is the product of bad faith or dilatory 

motive, or amendment will prejudice the adversary or be futile). 

3. “In this Circuit, an amendment is considered futile if the amended pleading fails 

to state a claim, or would be subject to a motion to dismiss on some other basis.” Tri-State 

Judicial Servs., Inc., v. Markowitz, 624 F.Supp. 925, 926 (E.D.N.Y.1985) (internal citations 

omitted); see also S.S. Silberblatt, Inc. v. East Harlem Pilot Block-Bldg. 1 Hous. Dev. Fund Co.,

608 F.2d 28, 42 (2d Cir.1979) (“A trial court does not abuse its discretion in denying leave to 

amend a complaint which even as amended would fail to state a cause of action.”). 

4. The decision of whether to grant leave to amend is within the sound discretion of 

the district court. See, e.g., Foman, 371 U.S. at 182, 83 S.Ct. 227. 

5. In accordance with Fed. R. Civ. P. 15(a), on July 19, 2007, counsel for the 

Plaintiff contacted counsel for the Defendants and requested consent to file an Amended Verified 

Complaint. 

6. By return correspondence dated July 19, 2007, counsel for the Defendants herein 

indicated he would not consent to the filing of an Amended Verified Complaint. 

7. In the interests of justice, Plaintiff respectfully requests it be permitted to correct 

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the scrivener’s contained in Paragraph 4 of the Verified Complaint. Paragraph 4 of the Verified 

Complaint incorrectly states that "Plaintiff was, at all relevant times, the demise owner of the 

vessel...." Due to a scrivener’s error, Plaintiff actually intended Paragraph 4 of the Verified 

Complaint to read "Plaintiff was, at all relevant times, the disponent owner of the vessel..." 

8. The filing of this Amended Verified Complaint will not cause prejudice to the 

Defendants, the Plaintiff has not acted in bad faith, and the amendment is not futile. 

WHEREFORE, for all of the foregoing reasons, Plaintiff respectfully requests that this 

Court grant it’s Motion for Leave to File Amended Verified Complaint in all respects and grant 

such other and further relief as the Court deems necessary and appropriate. 

Dated: July 25, 2007 

Respectfully Submitted, 

/S/ Lawrence G. Cohen 

Lawrence G. Cohen (NY Bar No. LC3226) 

VANDEVENTER BLACK LLP 

500 World Trade Center 

Norfolk, VA 23510 

Telephone: (757) 446-8600 

Facsimile: (757) 446-8670 

Ethan G. Ostroff (Of Counsel) 

Attorneys for Unithai Maritime Limited 

Case 1:07-cv-05730-BSJ Document 13-2 Filed 07/25/2007 Page 3 of 4
CERTIFICATE OF SERVICE BY ECF 

The undersigned declares under penalty of perjury that the following is true and correct: 

1. I am over the age of eighteen years and I am not a party to this action. 

2. On July 25, 2007, I served a complete copy of Unithai Maritime Ltd.’s Motion 

for Leave to File Amended Verified Complaint to the following attorneys by ECF 

at their ECF registered addresses: 

 CHALOS O’CONNOR & DUFFY, LLP 

 366 MAIN STREET 

 PORT WASHINGTON, NEW YORK 11050 

 By: /S/ Lawrence G. Cohen 

 Lawrence G. Cohen 

 

Dated: July 25, 2007 

 Norfolk, Virginia 

Case 1:07-cv-05730-BSJ Document 13-2 Filed 07/25/2007 Page 4 of 4