Meyer Group, Ltd. v. United States, 115 Fed. Cl. 645

Meyer Group (broker) and Postal Regulatory Commission (PRC) executed an exclusive brokerage agreement (May 5, 2004) giving Meyer an initial 12‑month term and a month‑to‑month extension plus an extension clause that would recognize Meyer as procuring cause for prospective locations "submitted" during the agreement term (no temporal limit stated).
Meyer procured and negotiated PRC’s lease at 901 New York Ave. (executed April 7, 2005); PRC later entered multiple transactions related to that building (May 2011 sublease, Aug 2011 amendment, Jan 2012 amendment of primary lease, July 2012 sublease amendment) without designating Meyer as procuring cause.
Meyer sued PRC for breach of the brokerage agreement seeking commissions (including a specific $402,185.76 claim for a Jan 2012 amendment and additional claims for other transactions).
PRC moved for leave to amend its answer to add two counterclaims alleging Meyer breached fiduciary duties: (1) failure to disclose certain views/interpretations and (2) drafting the agreement to include an open‑ended extension clause favorable to Meyer.
Meyer opposed on undue delay, prejudice, and futility grounds; the Court denied PRC’s motion because the proposed counterclaims would be futile (would not survive a motion to dismiss).

Issue	Meyer’s Argument (Plaintiff)	PRC’s Argument (Defendant)	Held
Whether leave to amend should be granted despite delay	Leave should be allowed; delay was not excessive given timing	Sought leave after months; delay exists but not dispositive	Delay alone did not bar amendment; Court considered other factors
Whether amendment would unduly prejudice Meyer	Granting counterclaims would surprise and expand issues	PRC had given notice in summary judgment papers; no extra discovery needed	No undue prejudice shown by timing or scope
Whether PRC’s proposed disclosure‑based fiduciary claim is viable	PRC alleges Meyer breached duty by failing to disclose certain actions/interpretations	Meyer says no duty to repeatedly notify principal that actions are pursuant to contract	Dismissed as implausible—PRC pleaded no specific facts or legal basis for such disclosure duty
Whether PRC’s drafting‑based fiduciary claim is viable	PRC alleges Meyer breached duty by drafting an agreement with an indefinite extension and commission advocacy terms	Meyer says negotiation of contract terms does not ordinarily create a fiduciary duty; PRC was a sophisticated party who could negotiate terms	Dismissed as implausible—no allegations of peculiar trust, vulnerability, or misleading conduct to support pre‑agency fiduciary duty

Zenith Radio Corp. v. Hazeltine Research, Inc., 401 U.S. 321 (court may grant leave to amend pleadings in its discretion)
Foman v. Davis, 371 U.S. 178 (factors for denying leave to amend: undue delay, bad faith, futility, prejudice)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for pleading)
Ashcroft v. Iqbal, 556 U.S. 662 (apply judicial experience/common sense to plausibility inquiry)
Mitsui Foods, Inc. v. United States, 867 F.2d 1401 (Fed. Cir.) (quoting Foman standard)
Kemin Foods, L.C. v. Pigmentos Vegetales Del Centro S.A. de C.V., 464 F.3d 1339 (Fed. Cir.) (amendment futile if facts would not survive dispositive motion)