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Chapman v. Asbury Automotive Group, Inc.

United States District Court, E.D. Virginia, Richmond Division

August 3, 2017



          M. Hannah Lauck Judge.

         This matter comes before the Court on Plaintiff Joseph D. Chapman's Motion for Leave to File Amended Complaint. (ECF No. 15.) Defendant Asbury Automotive Group, Inc.'s ("Asbury") has responded, (ECF No. 17), and Chapman has replied, (ECF No. 18). This matter is ripe for disposition. The Court dispenses with oral argument because the materials before it adequately present the facts and legal contentions, and argument would not aid the decisional process. The Court exercises jurisdiction pursuant to 28 U.S.C. § 1332.[1] For the reasons that follow, the Court will deny Chapman's Motion for Leave to File Amended Complaint.

         I. Procedural and Factual Background

         A. Procedural History

         The Court previously granted Asbury's Motion to Dismiss and closed this case. The Court did not indicate that the dismissal was "without prejudice, " thereby ruling, by default, that it was "with prejudice." See Mueller v. Specialized Loan Servicing, LLC, 669 F.App'x 644 (4th Cir. 2016) ("In general, absent a contrary intention, a dismissal for failure to state a claim is with prejudice."); see also Carter v. Norfolk Cmty. Hosp. Ass'n, Inc., 761 F.2d 970, 974 (4th Cir. 1985) ("A district court's dismissal under Rule 12(b)(6) is, of course, with prejudice unless it specifically orders dismissal without prejudice."). Chapman, nonetheless, has moved the Court to amend the complaint that the Court previously determined did not state a claim upon which relief can be granted.

         Chapman's first complaint alleged two causes of action: (1) breach of unilateral contract; and, (2) unjust enrichment. Chapman's proposed amended complaint asserts two causes of action: (1) breach of contract and implied covenant of good faith and fair dealing ("Count One"); and, (2) unjust enrichment ("Count Two"). Chapman represents to the Court that the proposed amended complaint cures the deficiencies that resulted in dismissal of the first complaint. Asbury opposes Chapman's request for leave to amend. Asbury contends that Chapman's request for leave to amend is improper because the Court's previous decision ended this matter. Alternatively, Asbury argues that leave to amend would be futile.

         B. Summary of Allegations in the Amended Complaint[2]

         Asbury owns the Crown Platform, one of its several companies that operate car dealerships. Chapman commenced employment with Asbury as an automobile sales associate in the Crown Platform in October 1999. Over the next six years, Asbury promoted Chapman several times. In 2005, Chapman became the General Manager of Crown Richmond BMW in Midlothian, Virginia.

         At a company-wide recognition dinner in March 2011, Asbury honored Chapman and seven other general managers for top performance based on customer satisfaction, vehicle sales, and dealership profitability. Asbury also awarded Chapman 4, 000 restricted shares of Asbury stock (the "Restricted Shares"). The Award Agreement governed the stock share award and placed restrictions on the shares, including limitations on transfer, risks of forfeiture, and vesting of Chapman's rights to the shares. Section 3(a) of the Award Agreement states, in pertinent part:

The Grantee's rights with respect to the Restricted Shares shall become fully vested, and the restrictions set forth in this Award Agreement shall lapse, on the third anniversary of the Grant Date (the "Vesting Date"); provided that the Grantee must be employed as of such Vesting Date, except as otherwise determined by the Committee in its sole discretion.
The Committee, in its sole discretion, may accelerate the vesting of all or any portion of the Restricted Shares, at any time and from time to time.

         (Award Agreement 2.) Section 4 of the Award Agreement states, in pertinent part: "[I]f the Grantee's rights with respect to any Restricted Shares ... awarded to the Grantee pursuant to this Award Agreement have not become vested prior to the date on which the Grantee's employment is terminated, the Grantee's rights with respect to such Restricted Shares ... shall immediately terminate" (Id. at 2.) The Grant Date of Chapman's award was April 19, 2011, making the Vesting Date April 19, 2014.

         In January 2013, Chapman's direct supervisor, Ronald Hodges, retired. Jeffrey Hicks replaced Hodges as Regional Manager[3] and terminated Chapman's employment on December 2, 2013, four months prior to the Award Agreement's Vesting Date.[4] When Hicks became Regional Manager, "it was apparent that he did not want Chapman managing Midlothian BMW." (Am. Comp. ¶ 19.) Hicks set unrealistic sales targets, insisted that the dealership was underperforming, and threatened Chapman's job every month-even though new auto sales and other measures of profitability had increased.[5]

         Upon termination, Chapman requested that he "remain employed by Asbury in some capacity" because, in his experience with Asbury, managers were not terminated when another position with the company was available. (Id. ¶ 24.) Chapman also informed Hicks that he needed to remain employed with Asbury until April 19, 2014, the Vesting Date, in order to receive his 4, 000 shares of Asbury stock. Hicks denied Chapman's request, and, as a result of the termination of his employment, Chapman did not receive the Restricted Shares under the Award Agreement.

         II. Analysis

         Chapman seeks to amend the complaint previously dismissed for failure to state a claim. Chapman asserts that his proposed amendments cure the deficiencies that warranted dismissal in the first instance. In opposition, Asbury argues that the prospect of amendment is unavailable to Chapman because the Court dismissed his complaint "with prejudice." Alternatively, Asbury contends that permitting Chapman's proposed amendments would be futile. Although a plaintiff may, in some circumstances, amend his or her complaint postjudgment, the Court sees no basis for allowing ...

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