The opinion of the court was delivered by: Irma E. Gonzalez, Chief Judge United States District Court
Order Granting in Part and Denying in Motion to Amend Answer to Add Counterclaims
Defendant Chiquita Fresh North America, LLC ("Chiquita") moves the Court for leave to amend its Answer to assert new Counterclaims and Crossclaims. The proposed Amended Answer with Counterclaims and Crossclaims seeks to add 13 new parties, all of whom are Mexican citizens or corporations.*fn1 Plaintiff Agricola ABC, S.A. de C.V. ("Agricola") has filed an
Plaintiff's counsel spends the bulk of the opposition arguing the Court should deny Chiquita leave to amend because there is no good cause allowing amendment of the Scheduling Order. However, Chiquita's counsel was diligent in attempting to amend within the time set forth opposition and Chiquita has filed a reply. The Court found Chiquita's motion appropriate for submission on the papers without oral argument, and previously vacated the hearing date. For the reasons explained herein, Chiquita's motion is GRANTED IN PART AND DENIED IN PART.
1. Allegations Contained in the Complaint
Because the facts alleged by Agricola in the Complaint are relevant to the Court's
determination of Chiquita's motion for leave to amend, the Court will summarize those facts herein. Agricola, a Mexican corporation with its principal place of business located in Sinaloa, Mexico, operates a large farming business. [Complaint, ¶ 2.] At the time of the events which give rise to Plaintiff's complaint, Defendant Alejandro Canelos Rodriguez jointly managed Plaintiff Agricola along with his brother, Constantino Canelos Rodriguez. [Id., ¶ 7.]
On December 14, 1998, Agricola and two other unnamed companies (collectively "the Producers") entered into a vegetable distribution agreement with Chiquita. [Complaint, ¶ 7.] In accordance with that agreement, the Producers received advances from Chiquita in an amount allegedly totaling $18,650,000. [Id., ¶ 8.] In order to guarantee repayment of the advances, the Producers (including Defendant Alejandro Canelos Rodriguez and his brother Constantino Canelos Rodriguez) created a Guarantee Trust on January 26, 1999. The purpose of the Guarantee Trust was to hold several parcels of real property in Mexico as security for the re-payment of the debt. [Id., ¶ 9.]
Thereafter, Agricola and the other Producers reached an agreement with Chiquita, to resolve the outstanding balance on the alleged debt from $18,650,000 to $5,000,000. [Complaint,
¶ 10.] Five parcels of land in San Diego County, totaling 100 acres and valued at more than $5,000,000, were transferred to Chiquita in full satisfaction of the loan. Agricola alleges, however, that Alejandro Canelos Rodriguez and Chiquita entered into a secret agreement whereby
in the scheduling order as evidenced by the filing of the amended pleading on the date designated for filing a motion for leave to amend. Zivkovic v. Southern California Edison Co., 302 F.3d 1080, 1087 (9th Cir. 2002) (in considering whether to amend scheduling order, primary question is whether moving party was diligent in attempting to meet the deadline.) Chiquita's counsel's error caused a three-day delay in the filing of its motion, and Plaintiff can point to no prejudice resulting from such delay. Therefore, the Court grants Chiquita's request for leave to file its motion to amend.
the properties in question were eventually transferred to entities associated with Alejandro Canelos Rodriguez, without consideration. [Id., ¶ 11.] Plaintiff further alleges Alejandro Canelos Rodriguez improperly caused one of the Canelos family companies to transfer title to another piece of real property in Mazatlan, Mexico, to Chiquita, for his own personal benefit and to the detriment of Agricola, the Producers, and the other Canelos family members. [Id., ¶ 12.]
Agricola alleges Chiquita has released Alejandro Canelos Rodriguez from all obligation under the debt, but has refused to provide such a release to Agricola. Chiquita has also refused to release the other parcels of land in Mexico still held in the Guarantee Trust. [Complaint, ¶ 13.] As to Chiquita, Agricola alleges breach of contract, and also seeks declaratory relief as to the status of the debt as well as an accounting. [Complaint, ¶¶ 15-30.] As to Alejandro Canelos Rodriguez and Aristeo Alejandro Canelos Guillen (Alejandro's son), Agricola brings a claim for equitable indemnity. Agricola alleges Defendants were co-obligors on the debt to Chiquita and asks for a ruling that these individual Defendants are obligated to indemnify Agricola and other co-obligors on a pro rata basis based upon their failure to contribute toward the repayment of the debt. [Id., ¶¶ 31-34.]
2. Allegations Contained in the Proposed Amended Answer and Counterclaims/Crossclaims In its original Answer, Chiquita alleged ...