Environment Solutions Associates Group, LLC v. Conopco, Inc, 1:20-cv-10699

Plaintiff Environment Solutions Associates Group, LLC sued Conopoco, Inc. (d/b/a Unilever); Defendant filed a motion to dismiss and Plaintiff filed a cross-motion for leave to amend the complaint.
Defendant took no position on Plaintiff's motion to amend and acknowledged that amendment would likely moot its motion to dismiss.
The Court applied the liberal Rule 15 standard and the Second Circuit's preference for resolving disputes on the merits.
The Court found no undue delay, bad faith, or prejudice from amendment because the case is at an early stage (no answer, no discovery deadlines, no Rule 16 conference).
The Court granted Plaintiff leave to file a Second Amended Complaint, denied the pending motion to dismiss as moot, declined to resolve futility now, and warned that further leave to amend will be limited if defects were known earlier.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether to grant leave to amend	Seeks to revise, clarify, and add core allegations in response to the motion to dismiss	Took no position and acknowledged amendment would likely moot its motion	Granted leave to amend under Rule 15 liberal standard
Whether to resolve pending motion to dismiss or deny it as moot	Amendment would change allegations and make briefing on current motion inefficient	Acknowledged motion likely moot if leave granted	Motion to dismiss denied as moot; defendant may move after the amended complaint is filed
Whether amendment should be denied for undue delay, bad faith, or prejudice	Moved promptly in response to dismissal motion; early stage => no prejudice	Argued no strong position contesting delay/prejudice	No undue delay, bad faith, or prejudice; amendment allowed
Whether to resolve futility of proposed amendments now	Amendment should be allowed; futility better addressed on a motion to dismiss	Defendant may later argue futility in response to amended complaint	Court declined detailed futility analysis now and reserved those arguments for any motion to dismiss

Foman v. Davis, 371 U.S. 178 (1962) (lists factors—undue delay, bad faith, prejudice, futility—for denying leave to amend)
Pettaway v. National Recovery Solutions, LLC, 955 F.3d 299 (2d Cir. 2020) (when amendment is sought while a motion to dismiss is pending, court may deny the motion as moot or evaluate it against the amended pleading)
Loreley Financial (Jersey) No. 3 Ltd. v. Wells Fargo Securities, LLC, 797 F.3d 160 (2d Cir. 2015) (strong preference for resolving disputes on the merits)
Ronzani v. Sanofi S.A., 899 F.2d 195 (2d Cir. 1990) (refusal to grant leave must be based on a valid ground)
Oliver Schools, Inc. v. Foley, 930 F.2d 248 (2d Cir. 1991) (district court has discretion on leave to amend)
Addison v. Reitman Blacktop, Inc., 283 F.R.D. 74 (E.D.N.Y. 2011) (amendments facilitate resolution on the merits)
Sokolski v. Trans Union Corp., 178 F.R.D. 393 (E.D.N.Y. 1998) (same principle favoring amendment)
Hayden v. County of Nassau, 180 F.3d 42 (2d Cir. 1999) (usual practice is to grant leave to amend when motion to dismiss is granted)
National Credit Union Administration Board v. U.S. Bank National Association, 898 F.3d 243 (2d Cir. 2018) (courts need not permit serial amendments when defects were known earlier)
In re Tamoxifen Citrate Antitrust Litigation, 466 F.3d 187 (2d Cir. 2006) (district court may implicitly deny leave to amend if request is made informally and inadequately)