United States District Court, S.D. California
COURTNEY DENNIS, on behalf of herself and all others similarly situated, Plaintiff,
RALPH LAUREN CORPORATION, a Delaware corporation; RALPH LAUREN RETAIL, INC., a Delaware corporation; and DOES 1-20, inclusive, Defendants.
WILLIAM Q. HAYES United States District Judge
motion before the Court is the motion for leave to file a
second amended complaint. (ECF No. 28).
2, 2016, Plaintiff Courtney Dennis filed a class action
complaint against Defendants Ralph Lauren Corporation and
Ralph Lauren Retail, Inc. (ECF No. 1). On July 18, 2016,
Plaintiff filed an amended class action complaint against
Defendants alleging causes of action arising from
Defendants' alleged deceptive pricing of Ralph Lauren
merchandise. (ECF No. 13). On August 22, 2016, Defendants
filed a motion to dismiss for failure to state a claim. (ECF
No. 20). On December 20, 2016, the Court dismissed the
complaint in its entirety. (ECF No. 25). The Order stated,
“Plaintiff shall file any motion for leave to file a
second amended complaint on or before January 17,
January 18, 2017, Plaintiff filed a motion for leave to file
a second amended complaint. (ECF No. 28). Plaintiff's
proposed second amended class action complaint alleges three
causes of action: (1) violation of California's Unfair
Competition Laws, California Business & Professions Code
Sections 17200, et seq.; (2) violation of
California's False Advertising Laws, California Business
& Professions Code Sections 17500, et seq.; (3)
violations of California Consumer Legal Remedies Act,
California Civil Code section 1750, et seq. (ECF No.
28-2). On February 21, 2017, Defendants filed a response in
opposition. (ECF No. 34). Attached to their response,
Defendants filed a declaration by Jennifer Avallon, Senior
Vice President of Merchandising at Ralph Lauren Corporation,
stating that the shirt Plaintiff allegedly purchased is the
“SS Stretch Julie Polo” and was sold for $74.99
during September 2015. Id. at 24-25. On March 10,
2017, Plaintiff filed a reply. (ECF No. 39).
CONTENTIONS OF THE PARTIES
contends that leave to amend should be granted because
Defendants cannot demonstrate prejudice or undue delay. (ECF
No. 28-1 at 3-4). Plaintiff contends that she seeks leave to
amend to cure deficiencies in the first amended complaint.
Plaintiff contends that there is no evidence she is acting in
bad faith. Id. at 4-5. Plaintiff contends that
amendment would not be futile because “the deficiencies
identified by the Court can be cured by amendment” and
she alleges a “viable legal claim.” Id.
at 6. Plaintiff contends that extrinsic evidence is
irrelevant at the pleading stage where the factual
allegations of the proposed second amended complaint are to
be taken as true. (ECF No. 39 at 2). Plaintiff contends that
the declaration provided by Defendants is “inadmissible
hearsay/cumulative account of supposed sales data that
Defendants have refused to provide to Plaintiff and that has
not been subjected to cross- examination in discovery.”
(ECF No. 39 at 2). Plaintiff contends that even if
Defendants' factual assertion was true and could be
properly considered at this stage of the proceedings, it
would not be fatal to the proposed second amended complaint.
Id. at 3.
contend that Plaintiff has been afforded two opportunities to
state her claim and that any further amendment would be
futile. (ECF No. 34). Defendants contend that the allegations
regarding shirt pricing in the proposed second amended
complaint “are sharply different from the first two
pleadings . . . . which calls into serious question the bona
fides of Plaintiff's allegations[.]” Id.
at 4. Defendants contend that the proposed second amended
complaint does not satisfy the plausibility requirement of
Rule 8(a) or the particularity requirement of Rule 9(b).
Id. at 5. Defendants contend that Plaintiff's
bad faith and undue delay in seeking amendment, the previous
amendments to her complaint, and the prejudice that would
result from granting leave to file a second amended complaint
all weigh against granting leave to amend; however,
Defendants contend the Court “need only consider the
SAC's futility to deny Plaintiff's motion.”
Id. at 14. Defendants contend that the standard for
granting leave to amend is the same as for a Rule 12(b)(6)
motion to dismiss and the Court cannot grant this motion
because the proposed second amended complaint fails to state
“with particularity, non-conclusory matter that if
taken as true, plausibly establishes Ms. Dennis's false
advertising claim.” Id. at 18. Defendants
contend that “contrary to the allegations of the
[second amended complaint], Ralph Lauren in fact sold the SS
Julie Stretch Polo women's shirt at the full $74.99
‘Our Price' during September 2015.”
Id. at 21.
Rule of Civil Procedure 15 mandates that leave to amend
“be freely given when justice so requires.”
Fed.R.Civ.P. 15(a). “This policy is to be applied with
extreme liberality.” Eminence Capital, LLC v.
Aspeon, Inc., 316 F.3d 1048, 1051 (9th Cir. 2003)
(quotation omitted). In Foman v. Davis, 371 U.S. 178
(1962), the Supreme Court offered several factors for
district courts to consider in deciding whether to grant a
motion to amend under Rule 15(a):
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
Foman, 371 U.S. at 182; see also Smith v. Pac.
Prop. Dev. Co., 358 F.3d 1097, 1101 (9th Cir. 2004).
“Not all of the [Foman] factors merit equal
weight. As this circuit and others have held, it is the
consideration of prejudice to the opposing party that carries
the greatest weight.” Eminence Capital, 316
F.3d at 1052 (citations omitted). “The party opposing
amendment bears the burden of showing prejudice.”
DCD Programs, Ltd. v. Leighton, 833 F.2d
183, 187 (9th Cir. 1987). “Absent prejudice, or a
strong showing of any of the remaining Foman
factors, there exists a presumption under Rule 15(a)
in favor of granting leave to amend.” Eminence
Capital, 316 F.3d at 1052.
Court has reviewed the motion for leave to file a second
amended complaint and all related filings. Defendants filed
the declaration by Jennifer Avallon in support of their
contention that amendment would be futile. (ECF No. 34 at
24-25). The Court concludes that consideration of the
declaration is improper at this stage of the proceedings.
See Lee v. City of Los Angeles, 250 F.3d 668, 688
(9th Cir. 2001) (“As a general rule, a district court
may not consider any material beyond the pleadings in ruling
on a Rule 12(b)(6) motion.”); Ashcroft v.
Iqbal, 556 U.S. 662, 679 (2009) (holding that on a
motion to dismiss, “[w]hen there are well-pleaded
factual allegations, a court should assume their veracity and
then determine whether they plausibly give rise to an
entitlement to relief”).
Court concludes that Defendants have not made a sufficiently
strong showing of the Foman factors to overcome the
presumption of Rule 15(a) in favor of granting leave to
amend. See Eminence Capital, 316 F.3d at 1052. Any
challenge to the merits of the proposed second amended
complaint will be considered after the amended pleading is
filed. See Hynix Semiconductor Inc. v. Toshiba
Corp., No. C-04- 4708, 2006 WL 3093812, at *2 (N.D. Cal.
Oct. 31, 2006) (“In view of Rule 15(a)'s permissive
standard, courts ordinarily defer ...