The opinion of the court was delivered by: Ralph R. Beistline United States District Judge
ORDER DENYING PLAINTIFFS' MOTION FOR LEAVE TO AMEND
Before the Court are Plaintiffs Gregory Johnson, William Rodwell, Edward Rangel, Kelly Morrell and Darleen Stanton ("Plaintiffs") with a Motion for Leave to File Instanter Supplemental Complaint, to Join New Party Defendant Bruce Couturier, and to Grant Temporary Restraining Order and Preliminary Injunction at Docket 483. The proposed supplemental complaint alleges ERISA violations by non-party Bruce Couturier, a former director. Plaintiffs claim that Bruce Couturier, in his capacity as a director of Noll Manufacturing Company, was a participant in the a scheme to defraud the company and the employee stock ownership plan. This same alleged scheme also serves as the basis for Plaintiffs' claims against the present defendants to this action.
Pursuant to their proposed supplemental complaint, the Plaintiffs further requests that this Court "enjoin and stay the Arbitration presently pending by and between Bruce Couturier and TEOHC, and the Arbitrator's Interim Order, or in the alternative, order that Plaintiffs [...] be permitted to intervene in the Arbitration and protect their interests in Plan assets."*fn1 The Arbitration to which Plaintiffs refer concerns Bruce Couturier's post-employment compensation, which is based on an Executive Employment Agreement ("EEA") and an Incentive Stock Option agreement ("ISO"), both of which were approved shortly after Bruce Couturier's appointment to the company board in 2005.
By leave of Court, Bruce Couturier opposes the motion at Docket 523, arguing that leave to amend should not be granted because of undue delay, prejudice, bad faith, and the futility of amendment due to the "untenable" underlying claims.*fn2 Couturier also argues that Plaintiffs have failed to carry the requisite burden for a preliminary injunction.
The original complaint in this case was filed on October 11, 2005.*fn3 The Plaintiffs have amended their pleadings by leave of court on two occasions, most recently on April 9, 2007.*fn4 The present motion was filed on November 24, 2008.
Under Federal Rule of Civil Procedure 15(a)(2), parties may, by leave of court, amend their pleading after a responsive pleading has been filed. Rule 15(a)(2) specifically states that the Court "should freely give leave when justice so requires."*fn5
However, the Court "may deny such a motion if permitting an amendment would prejudice the opposing party, produce an undue delay in the litigation, or result in futility for lack of merit."*fn6 Prejudice to the opposing party is "the most important factor."*fn7
A district court's discretion to deny a motion for leave to amend "is particularly broad where, as here, a plaintiff previously has been granted leave to amend."*fn8
The Court has no need to address the merits of Plaintiffs' motion for a preliminary injunction because their Motion for Leave to Amend fails for reasons of undue delay and prejudice to Bruce Couturier.
A. Plaintiffs Unduly Delayed in Bringing this Motion
When ruling on a Motion to Amend under Rule 15(a)(2), a court should consider "whether the moving party knew or should have known the facts and theories raised by the amendment in the original pleading."*fn9 Bruce Couturier argues that Plaintiffs' Motion to Amend should be denied for reasons of undue delay because they "have provided absolutely no explanation why they did not name Bruce Couturier as a party in their original Complaint, First Amended Complaint, or Second Amended Complaint."*fn10 Specifically, Mr. Couturier claims that the thrust of the complaint against Bruce Couturier is that he improperly consented to the Indemnity Agreements in favor of the Individual Defendants. Since the parties have conducted voluminous discovery and extensively ...