United States District Court, E.D. Virginia, Richmond Division
JOSEPH D. CHAPMAN, Plaintiff,
ASBURY AUTOMOTIVE GROUP, INC., Defendant.
Hannah Lauck Judge.
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. For the reasons that follow, the Court
will deny Chapman's Motion for Leave to File Amended
Procedural and Factual Background
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.
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.
Summary of Allegations in the Amended
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.
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
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.
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.
January 2013, Chapman's direct supervisor, Ronald Hodges,
retired. Jeffrey Hicks replaced Hodges as Regional
Manager and terminated Chapman's employment on
December 2, 2013, four months prior to the Award
Agreement's Vesting Date. 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.
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.
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 ...