United States District Court, E.D. California
MEMORANDUM DECISION AND ORDER RE PLAINTIFFS’
MOTIONS TO AMEND (DOCS. 355, 358)
Lawrence J. O’Neill UNITED STATES CHIEF DISTRICT JUDGE
before the Court are Plaintiffs’ motions to amend
their respective complaints under Federal Rule of Civil
Procedure 15(a) (“Rule 15(a)”) in order to
challenge the November 2015 amendments to California’s
Low Carbon Fuel Standard (“LCFS”), 17 Cal. Code
Regs. §§ 95480 et seq, which took effect on January
1, 2016. See Doc. 356 at 2; Doc. 358-1 at 3.
Defendants largely do not oppose the motions.
Court vacated the hearing on the motions and took the matter
under submission pursuant to Local Rule 230(g). See
Doc. 364. For the following reasons, the Court GRANTS IN PART
and DENIES IN PART the motions.
FACTUAL AND PROCEDURAL BACKGROUND
case concerns Plaintiffs’ years-long and complex
challenge to the LCFS. After the Ninth Circuit remanded the
case to this Court in 2014, see Rocky Mountain Farmers
Union v. Corey, 730 F.3d 1070 (9th Cir. 2013)
(“RMFU”), cert denied, 134
S.Ct. 2875 (2014), the Court granted in part and denied in
part the AFPM Plaintiffs’ motion to amend the
complaint. Rocky Mountain Farmers Union v.
Goldstene, No. 1:09-cv-2234-LJO-BAM, 2014 WL 7004725, at
*1 (E.D. Cal. Dec.11, 2014) (“RMFU
Amendment”). In August 2015, the Court granted in
part and denied in part Defendants’ motion to dismiss
certain of the AFPM Plaintiffs’ claims. See Am.
Fuels & Petrochemicals Mfrs. Ass’n v. Corey,
No. 1:09-cv-2234-LJO-BAM, 2015 WL 5096279, at *1 (E.D. Cal.
Aug. 28, 2015) (“MTD Order”). The Court
incorporates by reference the summary of the extensive
procedural history of this consolidated action contained in
RMFU Amendment, 2014 WL 7004725, at *1-8, and the
MTD Order, 2015 WL 5096279, at *1-5. Only a brief recitation
of the factual and procedural background necessary to resolve
Plaintiffs’ motions to amend follows.
RMFU Plaintiffs filed this consolidated action in December
2009 (Doc. 1), a first amended complaint on January 11, 2010
(Doc. 7), and a second amended complaint
(“SAC”)-currently their operative complaint-on
January 28, 2010 (Doc. 11). The AFPM Plaintiffs filed their
complaint on February 2, 2010. See
1:10-cv-163-LJO-BAM, Doc. 1. The Court then consolidated the
cases. See 1:10-cv-163-LJO-BAM, Doc. 99. In December
2014, the AFPM Plaintiffs filed a first amended complaint
(“FAC”), which is currently their operative
complaint. RMFU Amendment, 2014 WL 7004725, at *1.
complaints challenged the LCFS as originally promulgated in
October 2007, and as amended in 2012 (collectively,
“the Original LCFS”). Plaintiffs now seek leave
to file further amended complaints in order to add challenges
to the currently operative version of the LCFS (“the
2015 LCFS”), which was amended in November 2015 in
response to the California Court of Appeal’s decision
in POET LLC v. California Air Resources Board, 218
Cal.App.4th 681 (2013). See California Air Resources
Board (“CARB”), Staff Report: Initial Statement
of Reasons for Proposed Rulemaking: Proposed Re-Adoption of
the Low Carbon Fuel Standard (Jan. 2015) (“2015
ISOR”), at I-5, available at
lcfs15isor.pdf. On January 1, 2016, the Original LCFS was
repealed and replaced by the 2015 LCFS, which went into
effect on the same day. See Doc. 361, Exs. DE.
now move to amend their respective complaints to challenge
the constitutionality of the 2015 LCFS. Docs. 355, 358,
358-2, Proposed Third Amended Complaint (“PTAC”),
at 18, 21. Defendants explicitly state that they do not
oppose any aspect of the AFPM Plaintiffs’ motion.
See Doc. 359 at 3; Doc. 363 at 2. Defendants also do
not oppose the RMFU Plaintiffs’ motion to the extent
they seek to add facial constitutional challenges to the 2015
LCFS. See Doc. 360. Defendants do,
however, oppose the RMFU Plaintiffs’ motion to the
extent it seeks to add two “as-applied”
constitutional challenges to the 2015 LCFS. See Id
. at 5, 8.
STANDARD OF DECISION
Fed.R.Civ.P. 15(a)(2), the Court “should freely give
leave [to amend] when justice so requires.” This Rule
is “to be applied with extreme liberality.”
Morongo Band of Mission Indians v. Rose, 893 F.2d
1074, 1079 (9th Cir. 1990). All inferences are drawn
“in favor of granting the motion.” Griggs v.
Pace Am. Group, Inc., 170 F.3d 877, 880 (9th Cir. 1999).
“[T]he nonmoving party bears the burden of
demonstrating why leave to amend should not be
granted.” Genentech, Inc. v. Abbott Labs., 127
F.R.D. 529, 530-31 (N.D. Cal. 1989).
determine whether to grant leave to amend, the Court
considers five factors: “(1) bad faith; (2) undue
delay; (3) prejudice to the opposing party; (4) futility of
amendment; and (5) whether the plaintiff has previously
amended his complaint.” Nunes v. Ashcroft, 375
F.3d 805, 808 (9th Cir. 2003) (citations omitted).
“Futility alone can justify the denial of a motion for
leave to amend, ” id., and prejudice to the
opposing party “carries the greatest weight.”
Eminence Capital LLC v. Aspeon, Inc., 316 F.3d 1048,
1052 (9th Cir. 2003). Delay alone, however, will not justify
denying leave to amend. DCD Progs., Ltd. v.
Leighton, 833 F.2d 183, 186 (9th Cir. 1987). Absent
prejudice, or a strong showing of the remaining four factors
considered, “there exists a presumption under
Rule 15(a) in favor of granting leave to amend.”
Eminence Capital, 316 F.3d at 1052 (emphasis in
Unopposed aspects of Plaintiffs’ motions.
15(a)(2) permits a plaintiff to amend its complaint
“with the opposing party’s written consent or the
court’s leave.” Given that Defendants explicitly
stated in writing that they do not oppose the AFPM
Plaintiffs’ motion to amend, see Doc. 359 at
3, the Court GRANTS the motion. Similarly, Defendants do not
oppose the RMFU Plaintiffs’ motion to amend to the
extent they seek to add facial challenges against the 2015
LCFS. The Court therefore GRANTS the RMFU Plaintiffs’
unopposed motion to amend in order to add their facial claims
against the 2015 LCFS.