The opinion of the court was delivered by: Robert P. Patterson, Jr., U.S.D.J.
AMENDED OPINION AND ORDER
By motion dated September 30, 2005, Defendant/Counterclaim Plaintiff Snapple Beverage Corp. ("Snapple") moved for partial summary judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure ("Fed. R. Civ. P.") to dismiss the First Cause of Action of Plaintiff Multi-Juice, S.A. ("Multi-Juice") for breach of an oral distribution agreement between Snapple and Multi-Juice. By Opinion and Order dated June 1, 2006, the Court dismissed Plaintiffs' First Cause of Action for breach of an oral distribution agreement. By motion filed June 14, 2006, Plaintiff Multi-Juice moved for leave to file a First Amended Complaint pursuant to Fed. R. Civ. P. 15(a).
The background to this controversy is set forth in prior opinions of this Court, Multi-Juice, S.A. v. Snapple Bev. Corp., No. 02 Civ. 4635 (RPP), 2003 U.S. Dist. LEXIS 7040 (S.D.N.Y. Apr. 24, 2003), and Multi-Juice, S.A. v. Snapple Bev. Corp., 2006 U.S. Dist. LEXIS 35928 (S.D.N.Y. 2006), familiarity with which are assumed.
Plaintiffs argued in their Memorandum of Law in Opposition to Defendant Snapple's Motion for Partial Summary Judgment that if the Court found that Plaintiffs could not recover on their claim of an oral distribution agreement, Defendant is liable under the doctrine of promissory estoppel because Naoum and Arthur Tavantzis ("the Tavantzises") traveled to Greece and expended substantial sums in express, detrimental reliance on specific oral promises of a distribution agreement. In its Opinion and Order of June 1, 2006, the Court stated:
Because the [promissory estoppel] claim is raised in Plaintiffs' answering papers . . . the Court could allow it even if discovery has long been closed if Plaintiffs can demonstrate that such a claim is appropriate on the facts of this case and if they have provided specific evidence of such expenditures to Defendant. If Plaintiffs wish to pursue this claim, they must move to amend . . ., setting forth in a non-conclusory manner their claim for promissory estoppel together with a supporting memorandum demonstrating that there is valid legal support for making the claim under the circumstances presented here.
Multi-Juice, S.A. v. Snapple Bev. Corp., 2006 U.S. Dist. LEXIS 35928, at *38. Accordingly, Plaintiffs filed a motion to amend their Complaint to include a claim of promissory estoppel; they also added a claim of part performance.
Plaintiffs request leave of this Court to amend their Complaint pursuant to Fed. R. Civ. P. 15(a), which states that leave to amend "shall be freely given when justice so requires." The United States Supreme Court stated:
[T]his mandate is to be heeded. See generally, 3 Moore, Federal Practice (2d ed. 1948), paras. 15.08, 15.10. If the underlying facts or circumstances relied upon by a plaintiff may be a proper subject of relief, he ought to be afforded an opportunity to test his claim on the merits. 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 'freely given.'
Forman v. Davis, 371 U.S. 178, 182 (U.S. 1962). Here, Defendant Snapple does not claim undue delay, bad faith, or dilatory motive by Plaintiffs or undue prejudice to Defendant. However, Defendant claims that Plaintiffs' purported promissory estoppel claim is futile because they fail to plead a prima facie case and because Plaintiffs' claim of breach of an oral contract was barred by the Statute of Frauds and Plaintiffs' alleged injuries are not "unconscionable." Defendant's Memorandum of Law in Opposition to Plaintiffs' Motion for Leave to File a First Amended Complaint ("Def. Mem. in Opp."). Based on the evidence before the Court, Plaintiffs' motion for leave to amend their Complaint is denied because Plaintiffs' promissory estoppel claim is futile.
Promissory Estoppel Claim
In New York, promissory estoppel has three elements: "a clear and unambiguous promise; a reasonable and foreseeable reliance by the party to whom the promise is made; and an injury sustained by the party asserting the estoppel by reason of his reliance." Arcadian Phosphates, Inc. v. ...