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Walker v. Intelli-Heart Services Inc.

United States District Court, D. Nevada

April 9, 2019



         Before the court is Plaintiff Terrance Walker's ("Walker") motion for- leave to file a second amended complaint. (ECF No. 78). Walker seeks to add three defendants and four additional causes of action to this litigation. (Id. at 2-7). Intelli-Heart opposed, (ECF No. 114), and Walker replied (ECF Nos. 115). Having considered all he above, the motion is granted.

         I. BACKGROUND

         A. Factual Background

         Walker is the sole proprietor of Walker Development & Trading Group. (ECF No. 4 at 1, n. 1; ¶ 6). Walker provides professional consulting services related to federal contracts, including finding relevant contract solicitations, reviewing the solicitations, preparing bids, market research and the like. (Id., ¶ 7). Intelli-Heart is a California corporation that provides heart-monitoring services, including device-system sales, support and training. (Id., ¶ 9; ECF No. 24, ¶ 5). Intelli-Heart's principal place of business appears to be located in Los Angeles, California. Vanessa Parson's is Intelli-Heart's CEO and appears to be the sole board member.

         On September 30, 2014, Intelli-Heart entered into an agreement with James Winters. (ECF No. 24, ¶ 8). Pursuant to the terms of the agreement, Intelli-Heart and Winters agreed that Winters would act as a regional sales distributor for Intelli-Heart. In this position, Winters would market and support Intelli-Heart's services through sales to various entities, including the Department of Veteran's Affairs ("VA")". (Id.) Intelli-Heart agreed to pay Winters a commission of 10% from the sales he made with the VA on behalf of Intelli-Heart. (ECF No. 4, ¶ 31).

         Shortly after Winters entered into this agreement, Winters entered into a separate agreement with Walker. (ECF No. 4, ¶ 33; Ex. 1). Under the terms of this agreement, Walker agreed to provide Winters with consulting services to assist Winters in marketing medical supplies and services to the government. (Id., Ex. 1). According to the agreement, Walker would assist Winters in identifying government solicitations seeking bids for medical services and supplies, explain issues related to the bidding process, and the like. (Id.) Winters agreed to pay Walker 50% of his compensation from the "end supplies of medical services/supplies." (Id.) Winters was required to pay Walker within ten (10) days of receipt of his payment from the end medical supplier. (Id.) This contract was to be in effect for five (5) years. (Id.)

         Walker allegedly assisted Winters in securing various government contracts with the VA related to the sale of Intelli-Heart's medical supplies and services. However, only four (4) of those contracts are identified in the complaint and at issue in this litigation. These contracts are as follows: (1) VA69D17D0167; (2) VA26o17D0109; (3) VA24617C0183; and, (4) VA24918C10329. (ECF No. 4, ¶ 13).

         According to Walker, Intelli-Heart was routinely late in paying Winters his commission payments on the VA contracts he helped Winters secure. As a result, Winters was late paying Walker. (ECF No. 4, ¶ 39-53). By November 2017, the payments to Winters were approximately 120 days late. (Id.) Due to the late payments, Walker began contacting the VA and representatives of Intelli-Heart demanding payment and alleging that Intelli-Heart was engaged in various types of nefarious conduct and fraud. (Id.) Walker also threatened Intelli-Heart with litigation if his demands were not met. (Id., Exs. 9-14).

         According to Intelli-Heart, Walker was unknown to them until late 2017 or early 2018. (See id., Ex. 6). Intelli-Heart denies it ever entered into any type of agreement with Walker and it was unaware of the agreement between Walker and Winters until Walker began communicating with Intelli-Heart representatives in late 2017 or early 2018. (Id.; See also ECF No. 24). Moreover, Intelli-Heart asserts that the agreement between Winters and Intelli-Heart prohibited Winters from entering into any type of agreement with a third party, such as the agreement with Walker, without their express written consent, which they never provided. (ECF No. 24, ¶¶ 8, 10-12).

         Ultimately, Intelli-Heart cancelled its contract with Winters. Walker claims Intelli-Heart improperly cancelled its contract with Winters, which resulted in the breach of the agreement between himself and Winters.

         B. Procedural History

         On May 30, 2018, Walker filed his First Amended Complaint ("FAC") pro se against Intelli-Heart. (ECF No. 4). The FAC asserts one cause of action against Intelli-heart for intentional interference with his contractual relationship with Winters. (Id., ¶ 116). He seeks a variety of damages, including compensatory and punitive damages. (Id.) Intelli-Heart answered the FAC on September 20, 2018, denying the vast majority of the allegations in the complaint and asserting 31 affirmative defenses. (ECF No. 24).

         Walker now seeks leave to file a second amended complaint ("SAC"). (ECF No. 79, 79-1). In the proposed SAC, Walker seeks to add three additional defendants: (1) Vanessa Parsons, CEO of Intelli-Heart; (2) Danny Weisburg, the President of Intelli-Heart[1]; and, (3) Daniel Germain, an attorney who appears to have performed some work on behalf of Intelli-Heart in relation to Walker's claims. (See ECF No. 7S-1, ¶ 8). In the SAC, Walker seeks to expand the previously asserted Count IV for intentional interference with contractual relationship[2] in order to allege this cause of action against all named defendants. (ECF No. 79-1, ¶¶ 117-137). In addition, Walker seeks to add the following claims for relief: Count V, for intentional interference with contractual relationship against Danny Weisburg, in his personal capacity," (Id., ¶¶ 139-140); Count VI, for "alter-ego" liability against CEO Vanessa Parsons in her personal capacity, (Id., ¶¶ 141-143); Count VII, for aiding and abetting intentional interference with contractual relationship against Daniel Germain in his personal capacity, (Id., ¶¶ 144-145); and, Count VIII, for quantum merit, or unjust enrichment, against defendants Intelli-Heart and Parsons. (Id., ¶¶ 146-147).

         Defendant Intelli-Heart opposes the motion to amend. (ECF No. 114). Intelli-Heart argues that the amendment should be denied because: (1) the request is made in bad faith; (2) Walker improperly delayed bringing the requested amended complaint; (3) the amendment would prejudice Intelli-Heart; and, (4) the amendments are futile as the new claims would be subject to motions to dismiss and the court may lack personal jurisdiction over proposed ...

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