CENTENNIAL PLAZA PROP, LLC v. TRANE U.S. INC., 2:22-cv-01262

Background

Plaintiffs (Centennial Plaza Prop, LLC and IMARC Properties, LLC) sued over the sale of two condominium units in Piscataway, NJ, alleging Trane breached the Master Deed by failing to honor Plaintiffs’ right of first refusal and asserting related contract and fraud claims against Trane and a tortious-interference claim against F. Greek Development and Three Cubed.
Defendants removed the case to federal court; during litigation Trane sold the property to Centennial Greek, LLC (allegedly Three Cubed’s assignee/subsidiary).
Plaintiffs moved on July 31, 2023 (the scheduling-order deadline) to amend their complaint to add Centennial Greek as a defendant on the tortious-interference with prospective contractual relations claim.
Defendants opposed, arguing the amendment was futile (no viable right of first refusal / waiver), unduly delayed, and prejudicial; they originally cross-moved for judgment on the pleadings but that motion was administratively terminated pending the amendment ruling.
The Court applied Rule 15 (motion timely under the scheduling order) and evaluated futility, undue delay, and prejudice under Foman and Third Circuit precedent.
The Magistrate Judge granted leave to amend: the proposed amended complaint plausibly pleaded each element of tortious interference (reasonable expectation of economic advantage, intentional/malice, causation, and damages), and the amendment was not unduly delayed or prejudicial because it was filed within scheduling deadlines and discovery remained open.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Governing standard for amendment	Motion was timely under the scheduling order; Rule 15 applies.	None contesting Rule 15 if within deadline.	Rule 15 governs because the amendment was filed by the scheduling-order deadline.
Futility: Does the proposed amendment state a tortious-interference claim against Centennial Greek?	The proposed amended complaint pleads a valid right of first refusal in the Master Deed, that defendants knew of it, blocked Plaintiffs from exercising it, and Plaintiffs were damaged.	The Master Deed (as amended) eliminated the right of first refusal and Plaintiffs waived any right by failing to perform; allegations are speculative.	Amendment not futile: accepting pleaded facts, Plaintiffs plausibly alleged all elements of tortious interference.
Undue delay	Motion was filed within the pretrial scheduling-order deadline after the sale to Centennial Greek occurred during litigation.	Plaintiffs should have amended earlier; pleadings have been open long and amendment wastes resources.	No undue delay: timing complied with scheduling order; no evidence Plaintiffs knew earlier or acted in bad faith.
Undue prejudice	Adding Centennial Greek will not require substantial new discovery or delay because discovery is open.	Adding a party now unfairly burdens defendants and disrupts litigation.	No undue prejudice: defendants failed to show unfair disadvantage or that additional significant discovery or delay would result.

Key Cases Cited

Foman v. Davis, 371 U.S. 178 (establishing factors justifying denial of leave to amend)
Long v. Wilson, 393 F.3d 390 (Rule 15 motions should be liberally granted)
Grayson v. Mayview State Hosp., 293 F.3d 103 (same)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility pleading standard)
Ashcroft v. Iqbal, 556 U.S. 662 (pleading must contain factual content permitting plausible inference of liability)
Fowler v. UPMC Shadyside, 578 F.3d 203 (two-step approach to plausibility review)
In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410 (use 12(b)(6) standard to test futility)
Pension Benefit Guar. Corp. v. White Consol. Indus., 998 F.2d 1192 (limits on documents considered at pleading stage)
Printing Mart–Morristown v. Sharp Elecs. Corp., 116 N.J. 739 (elements of tortious interference under New Jersey law)