WHITFORD v. NATIONAL RAILROAD PASSENGER CORPORATION (2025)

DECISION AND ORDER

INTRODUCTION

Plaintiff Kevin Whitford (“Plaintiff”) is a former employee of defendant National Railroad Passenger Corporation (“Defendant” or “Amtrak”) who brought a lawsuit claiming that Defendant failed to accommodate his sincerely held religious objection to receiving a COVID-19 vaccination. (Dkt. 1). The Court issued a Decision and Order dated September 17, 2024 (“September D&O”), dismissing Plaintiff's claims without prejudice based on lack of subject matter jurisdiction. (Dkt. 25). Plaintiff now moves pursuant to Federal Rule of Civil Procedure 59(e) to alter the September D&O and permit him leave to file an amended complaint. (Dkt. 27). For the reasons below, Plaintiff's motion is denied.

BACKGROUND

The Court assumes familiarity with the full factual and procedural background of this case as stated in the September D&O. A brief recitation of the pertinent background information is provided below.

Plaintiff worked as a locomotive engineer for Defendant from March 2006 until August 2022. (Dkt. 1 at ¶ 9). He is also a member of the Brotherhood of Locomotive Engineers and Trainmen (“BLET”) union. (Id. at ¶ 34). Defendant and the BLET union are parties to a collective bargaining agreement (“CBA”) that, in part, governs union member seniority, schedules, and assignments. (Dkt. 25 at 2; Dkt. 10-3). The CBA sets forth processes by which engineers may bid on and receive assignments, including situations in which an engineer may exercise his seniority to displace a junior engineer. (See Dkt. 10-3 at 6, 8-11).

Plaintiff commenced this action on August 28, 2023, alleging that Defendant failed to provide a reasonable accommodation to his requested religious exemption from receiving the COVID-19 vaccination in violation of federal and state law. (Dkt. 1). Defendant moved to dismiss the complaint (Dkt. 10), and the Court held oral argument on Defendant's motion on September 12, 2024 (Dkt. 24).

In the September D&O, the Court agreed with Defendant that Plaintiff's claims were either preempted or precluded by the Railway Labor Act (“RLA”) and thus the Court lacked subject matter jurisdiction. (Dkt. 25 at 1, 14). This is because the RLA establishes a “mandatory arbitral mechanism” to resolve disputes that involve the interpretation or application of a collective bargaining agreement. (Id. at 6) (quoting Hawaiian Airlines, Inc. v. Norris, 512 U.S. 246, 252, 114 S.Ct. 2239, 129 L.Ed.2d 203 (1994)). The Court held that all of Plaintiff's claims “are premised on his argument that Defendant could and should have created and allowed him to bid on a new job route that would have allowed him to bypass the Canadian border, notwithstanding that the other members of his union had voted not to make any such changes.” (Id. at 11). The resolution of Plaintiff's claims would require a factfinder to interpret the CBA to determine whether Plaintiff should have been permitted to “use his seniority to force other engineers into bidding on different routes.” (Id. at 11-12). Therefore, the Court concluded that Plaintiff's claims were subject to the RLA's mandatory arbitration provision and entered judgment for Defendant. (Id. at 14; Dkt. 26).

Plaintiff now requests that the Court alter its judgment and permit him to amend his complaint. (Dkt. 27). In support of this motion, Plaintiff submits a proposed amended complaint, in which he asserts that there were four other alternative accommodations that Defendant could have provided that “would [not] have implicated or violated any part of the CBA Amtrak had with the B.L.E.T. union.” (Dkt. 27-11 at ¶¶ 84-85).

DISCUSSION

I. Rule 59(e) and Rule 15(a)(2) Legal Standards

“It is well established that ‘[a] party seeking to file an amended complaint post[-] judgment must first have the judgment vacated or set aside pursuant to Fed. R. Civ. P. 59(e) or 60(b).’ ” Metzler Inv. Gmbh v. Chipotle Mexican Grill, Inc., 970 F.3d 133, 142 (2d Cir. 2020) (quoting Ruotolo v. City of New York, 514 F.3d 184, 191 (2d Cir. 2008)). “Under Federal Rule of Civil Procedure 59(e), a party may move to alter or amend a district court's judgment.” Chen v. Hunan Manor Enter., Inc., No. 17 CIV. 802 (GBD) (GWG), 2024 WL 3344672, at *2 (S.D.N.Y. July 8, 2024). “[T]he standard for granting a Rule 59(e) motion is strict, and reconsideration will generally be denied.” In re Health Mgmt. Sys., Inc. Sec. Litig., 113 F. Supp. 2d 613, 614 (S.D.N.Y. 2000) (quotation and citation omitted). In deciding a Rule 59(e) motion, “courts will not address new arguments or evidence that the moving party could have raised before the decision issued.” Banister v. Davis, 590 U.S. 504, 508, 140 S.Ct. 1698, 207 L.Ed.2d 58 (2020). “The motion thus should only be granted where the Court has overlooked factual issues or controlling decisions which were presented to it on the underlying motion.” Smith v. Hochul, No. 5:21-CV-0035 (LEK/ATB), 2022 WL 22892992, at *5 (N.D.N.Y. Sept. 6, 2022) (quotation and citation omitted). “The major grounds justifying reconsideration are an intervening change of controlling law, the availability of new evidence, or the need to correct a clear error or prevent manifest injustice.” Virgin Atl. Airways, Ltd. v. Nat'l Mediation Bd., 956 F.2d 1245, 1255 (2d Cir. 1992) (quotation and citation omitted).

Rule 15(a)(2) states that a court should freely grant a party leave to amend its pleadings “when justice so requires.” Fed. R. Civ. P. 15(a)(2). “Rule 15(a)(2) is a ‘liberal’ and ‘permissive’ standard․” Curtis v. Aetna Life Ins. Co., No. 3:19-CV-01579, 2022 WL 788490, at *3 (D. Conn. Mar. 15, 2022) (citing Loreley Fin. (Jersey) No. 3 Ltd. v. Wells Fargo Sec., LLC, 797 F.3d 160, 190 (2d Cir. 2015)). “Notwithstanding this liberal standard, however, a court may deny leave ‘for good reason, including futility, bad faith, undue delay, or undue prejudice to the opposing party.’ ” Obra Pia Ltd. v. Seagrape Invs. LLC, No. 19-CV-7840 (RA), 2021 WL 1978545, at *2 (S.D.N.Y. May 18, 2021) (quoting McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 200 (2d Cir. 2007)). Furthermore, where “a party does not seek leave to file an amended complaint until after judgment is entered, Rule 15’s liberality must be tempered by considerations of finality.” Williams v. Citigroup Inc., 659 F.3d 208, 213 (2d Cir. 2011); see Obra Pia Ltd., 2021 WL 1978545, at *3 (“Although the liberal spirit of Rule 15 does not necessarily dissolve as soon as final judgment is entered, the federal rules’ liberal amendment policy must not be allowed to swallow the philosophy favoring finality of judgments whole.” (cleaned up)).

II. Plaintiff's Rule 59(e) Motion is Denied

The Court turns first to whether Plaintiff has met the standard of Rule 59(e) because “ ‘[i]t would be contradictory to entertain a motion to amend the complaint’ without ‘a valid basis to vacate the previously entered judgment.’ ” Metzler Inv. Gmbh, 970 F.3d at 142 (quoting Nat'l Petrochemical Co. of Iran v. M/T Stolt Sheaf, 930 F.2d 240, 245 (2d Cir. 1991)). Plaintiff requests that the Court alter the September D&O so that he may “present additional facts” in support of his discrimination claims in an amended complaint. (Dkt. 27-1 at 5). Plaintiff contends that his proposed amended complaint “outlines several accommodations that Defendant could have made for him” that would not involve the CBA. (Id. at 9). Plaintiff does not address why he failed to assert these added facts in his initial complaint. Instead, Plaintiff argues that the Court's decision not to grant him leave to amend after he purportedly requested such relief in his opposition to the motion to dismiss and at oral argument was “an error.” (Id.). The Court disagrees and denies the Rule 59(e) motion.

Plaintiff's purported request for leave to amend during initial motion practice was in the final sentence of his memorandum of law wherein in the conclusion section he stated: “If this Court concludes that any of the causes of action within the Complaint should be dismissed, Plaintiff respectfully requests an opportunity to amend the Complaint per FRCP Rule 15(a)(2).” (Dkt. 16 at 32). This was the sole written request Plaintiff made seeking leave to file an amended pleading before the present motion. Plaintiff did not identify how he intended to amend the complaint or what alterations he would make to the pleading to cure the deficiencies raised by Defendant in its motion to dismiss. Plaintiff's one-sentence conclusory request “is not a proper motion for leave to amend, and fails to comply with the Local Rules of Civil Procedure with respect to the process for seeking to amend a pleading.” Wi3, Inc. v. Actiontec Elecs., Inc., 71 F. Supp. 3d 358, 363 (W.D.N.Y. 2014).

This District's Local Rule 15 requires “[a] movant seeking to amend or supplement a pleading ․ [to] attach an unsigned copy of the proposed amended pleading as an exhibit to the motion” and identify the amendments “through the use of a word processing ‘redline’ function or other similar markings that are visible in both electronic and paper format.” Loc. R. Civ. P. 15. Plaintiff did not comply with either of Local Rule 15’s requirements when he opposed the motion to dismiss. The Court therefore did not grant or even expressly address Plaintiff's “boilerplate request” in the September D&O. See Malin v. XL Cap., Ltd., 312 F. App'x 400, 402-03 (2d Cir. 2009) (“[I]t was not legal error” for the district court to close the case after granting the defendant's motion to dismiss when the plaintiff “included a single sentence at the conclusion of their Memorandum in Opposition to the motion to dismiss requesting leave to amend in the event the District Court granted the motion”); see also Landmark Ventures, Inc. v. Wave Sys. Corp., 513 F. App'x 109, 112 (2d Cir. 2013) (affirming the district court's denial of leave to amend when the plaintiff's request “consisted of a single sentence in its memorandum in opposition to the defendants’ motion to dismiss”); Food Holdings Ltd. v. Bank of Am. Corp., 423 Fed. App'x. 73, 76 (2d Cir. 2011) (holding that the district court did not abuse its discretion in denying the plaintiffs’ request for leave to amend when the request was made “on the final page of their brief in opposition to defendants’ motion to dismiss, in boilerplate language and without any explanation as to why leave to amend was warranted”); In re Tamoxifen Citrate Antitrust Litig., 466 F.3d 187, 220 (2d Cir. 2006) (“It is within the court's discretion to deny leave to amend implicitly by not addressing the request when leave is requested informally in a brief filed in opposition to a motion to dismiss.”), abrogated on other grounds by F.T.C. v. Actavis, Inc., 570 U.S. 136, 133 S.Ct. 2223, 186 L.Ed.2d 343 (2013). Although Plaintiff argues that he “does not have to fully detail all proposed amendments to a complaint when opposing a motion to dismiss,” (Dkt. 30 at 7), Local Rule 15 is clear that a single sentence in a memorandum of law is not enough to request leave to file an amended complaint.

Nor is an unsupported request to amend at oral argument sufficient to comply with Local Rule 15’s requirements. In a cursory request at the very end of oral argument, Plaintiff's counsel briefly referenced the opportunity to amend the complaint in the event the Court granted Defendant's motion to dismiss.¹ Plaintiff's counsel did not discuss the new facts and theories now alleged in his proposed amended complaint or give any details regarding potential amendments. Moreover, Plaintiff's counsel acknowledged at the time, in contradiction to the current motion, that a lack of subject matter jurisdiction could not be remedied with an amended pleading.

Plaintiff now submits—after dismissal of the case—a motion for leave to amend that appears to comply with the procedural requirements set forth in Local Rule 15. But such a post-judgment submission is too little too late. See Weems v. New York, No. 6:23-CV-6305 EAW, 2024 WL 4150397, at *14 (W.D.N.Y. Sept. 10, 2024) (denying leave to amend where the request was inserted as a single sentence in the plaintiff's opposition to a motion to dismiss); Donadio v. Bayer HealthCare LLC, No. 6:22-CV-06521 EAW, 2024 WL 1157044, at *6 (W.D.N.Y. Mar. 18, 2024) (same); Wi3, Inc., 71 F. Supp. 3d at 363 (same). Plaintiff was on notice of the infirmities in his pleading upon receipt of Defendant's motion to dismiss and had 21 days after service of that motion to amend his pleading as a matter of course. See Fed. R. Civ. P. 15(a)(1)(B). Instead, Plaintiff opted to respond directly to the motion.² Now regretting that unsuccessful strategy, Plaintiff pursues a different tactic and attempts to cure the deficiencies that caused the Court to grant Defendant's motion to dismiss. The Court is unpersuaded by Plaintiff's after-the-fact change of tactics, and holds that Plaintiff has not established a “clear error” nor any other ground that warrants alteration of the September D&O. Accordingly, Plaintiff's Rule 59(e) motion is denied.

III. Request for Leave to Amend

Alternatively, even if the Court reached the merits of Plaintiff's request to amend, it would be denied because Plaintiff's attempts to plead around this Court's lack of subject matter jurisdiction are procedurally improper and constitute bad faith under Rule 15(a). Plaintiff cannot cure the Court's lack of jurisdiction by relying on an amended pleading that attempts to change the allegations previously relied upon by the Court in concluding that it lacked subject matter jurisdiction.

As detailed above, the Court dismissed Plaintiff's complaint because the resolution of his claims required the interpretation or application of the CBA. Plaintiff now submits a proposed amended complaint that removes references to the CBA and Plaintiff's union seniority, and asserts that Plaintiff's newly proposed accommodations do not involve either. (See Dkt. 27-12 at 13, 18; Dkt. 27-11 at ¶¶ 5, 78, 85, 87, 92, 95, 99, 104, 128, 192, 207).

“A district court has broad discretion in determining whether to grant leave to amend,” Gurary v. Winehouse, 235 F.3d 792, 801 (2d Cir. 2000), and “[a] motion for leave to amend may be denied for ‘good reason, including futility, bad faith, undue delay, or undue prejudice to the opposing party,’ ” In re Gen. Elec. Co. Sec. Litig., No. 09 CIV. 1951 DLC, 2012 WL 2892376, at *4 (S.D.N.Y. July 12, 2012) (quoting Holmes v. Grubman, 568 F.3d 329, 334 (2d Cir. 2009)). “A court may make a finding of ‘bad faith’ for Rule 15(a) purposes where a party waited to see ‘how he would fare on the prior motion to dismiss.’ ” Id. (quoting Vine v. Beneficial Fin. Co., 374 F.2d 627, 637 (2d Cir. 1967)). In addition, “[c]ourts are free to consider direct contradictions between earlier pleadings and a proposed amended pleading in determining whether to grant leave to amend, particularly when the proposed amendments concern facts clearly within the plaintiff's knowledge when previous complaints were filed.” Kant v. Columbia Univ., No. 08 CIV. 7476 (PGG), 2010 WL 807442, at *7 (S.D.N.Y. Mar. 9, 2010).

With the benefit of the September D&O, Plaintiff submits a proposed amended complaint that attempts to plead around the fatal defects identified by the Court. The proposed amended complaint removes or alters allegations about the CBA or Plaintiff's union seniority and asserts that Plaintiff's additional proposed accommodations “would not have violated any part of the collective bargaining agreement.” (See Dkt. 27-12 at 3, 13, 18). In particular, Plaintiff removed the allegation in which he stated that the BLET union general chairman told him that he “could exercise his seniority and relocate to another crew base at [his] own expense.” (Dkt. 1 at ¶ 85; see Dkt. 27-12 at 18). He also removed the allegation that “[a]ny displaced or furloughed engineer has the ability or right to relocate and bid to a new location according to the Collective Bargaining Agreement (CBA) throughout the system, but at their own expense.” (Dkt. 1 at ¶ 89; see Dkt. 27-12 at 18). Instead, Plaintiff now asserts that the BLET general chairman stated that “Plaintiff's issue is not a seniority issue” and that “[i]f Plaintiff's issue is not a seniority issue, then it is not a CBA issue and Plaintiff's issue lies outside the CBA.” (Dkt. 27-11 at ¶ 78).

Plaintiff also removed the allegations that the other members of his union voted against adopting proposed changes to their routes to accommodate Plaintiff and furloughed engineers. (See Dkt. 27-12 at 13). The Court relied on those allegations in dismissing the complaint. (See Dkt. 25 at 11 (“All of Plaintiff's claims in this case are premised on his argument that Defendant could and should have created and allowed him to bid on a new job route that would have allowed him to bypass the Canadian border, notwithstanding that the other members of his union had voted not to make any such changes․ But resolution of that issue would require a factfinder to interpret the CBA․”)).

Similarly, Plaintiff originally alleged that when he spoke to his supervisor “about possible changes to his schedule,” his supervisor told him it was a “union issue.” (See Dkt. 1 at ¶ 80). This assertion was important because “by Plaintiff's own allegations, the lack of engagement by Defendant was because Defendant took the position that whether or not to rearrange the routes was within the BLET union's purview. The validity of that position cannot be assessed without reference to the CBA.” (Dkt. 25 at 13). Plaintiff now alleges that he was, by contrast, generally “seeking guidance about an accommodation” rather than changes to his schedule when his supervisor told him that the topic was a union issue. (Dkt. 27-11 at ¶¶ 74-75; Dkt. 27-12 at 14). By changing this allegation, Plaintiff suggests that the conversation was not about changes to his schedule, a matter within the purview of the CBA, but about other potential accommodations that may lie outside its scope.

Based on these alterations, Plaintiff seeks to avoid the substantive defects that led to this action's dismissal. But Plaintiff may not “transparently” use the September D&O as an advisory opinion. See Briscoe v. City of New Haven, No. 3:09-CV-1642 CSH, 2013 WL 6047202, at *9-10 (D. Conn. Nov. 14, 2013) (“Courts do not favor use of district court decisions as ‘advisory opinions’ for the purpose of Rule 15 amendment practice.”); Hutchison v. CBRE Realty Fin., Inc., No. 3:07CV1599 (SRU), 2010 WL 1257495, at *4 (D. Conn. Mar. 25, 2010) (“[T]he Second Circuit has instructed district courts to consider the interest in protecting the finality of judgments and cautioned against district courts providing plaintiffs with what amounts to an advisory opinion on the efficacy of the proposed amendments.” (citing Bellikoff v. Eaton Vance Corp., 481 F.3d 110, 118 (2d Cir. 2007))).

Plaintiff's request to amend is particularly unavailing where he had ample notice of the defects in his complaint before the Court dismissed this action. See In re Eaton Vance Mut. Funds Fee Litig., 403 F. Supp. 2d 310, 318 (S.D.N.Y. 2005) (denying leave to amend where “the plaintiffs had ample notice of defects in their complaint and opportunity to cure them before the Court ruled on the motion to dismiss”), aff'd sub nom. Bellikoff v. Eaton Vance Corp., 481 F.3d 110 (2d Cir. 2007). Plaintiff could have amended his pleading without leave of court within 21 days after service of the motion or through leave of court at any time before the September D&O was issued. Instead, Plaintiff elected not to do so, and over nine months elapsed from when Defendant moved to dismiss, arguing in part that the Court lacked subject matter jurisdiction under the RLA, and when the Court entered its decision. (See Dkt. 10; Dkt. 25).

Now that Plaintiff confronts an unfavorable decision of dismissal, he has “made contradictory factual allegations in successive pleadings” even though the newly alleged facts “were clearly within plaintiff's knowledge” when the initial complaint was filed. Davis v. Sedgwick Claim Mgmt. Servs., Inc., No. 21 CIV 7090 (PGG) (BCM), 2023 WL 6141170, at *8 (S.D.N.Y. Sept. 20, 2023) (collecting cases); see also MacGregor v. Milost Glob., Inc., No. 1:17-CV-06691-LTS-KHP, 2019 WL 2453340, at *5 (S.D.N.Y. Apr. 19, 2019) (“Bad faith may be revealed through ․ material changes to facts and theories pled if the new facts and theories were known to the plaintiff at the outset of the case.”), report and recommendation adopted, No. 17-CV-6691-LTS-KHP, 2019 WL 2723522 (S.D.N.Y. July 1, 2019). The contradictory nature of Plaintiff's substantive pleadings outlined above “raises the specter of bad faith.” See Davis, 2023 WL 6141170, at *8.

Furthermore, Plaintiff's motion cannot remedy the lack of subject matter jurisdiction when the Court has already determined that the substantive allegations presented a jurisdictional bar. “Where amendment of the complaint can only be had by leave of the court under Fed. R. Civ. P. 15(a), the court is precluded from granting such leave if subject matter jurisdiction under the original complaint is lacking.” Integrated Tech. & Dev., Inc. v. Rosenfield, 103 F. Supp. 2d 574, 578 (E.D.N.Y. 2000) (citing Am. Charities for Reasonable Fundraising Regul., Inc. v. Shiffrin, 46 F. Supp. 2d 143, 154 (D. Conn. 1999), aff'd, 205 F.3d 1321 (2d Cir. 2000)). The nature and theory of Plaintiff's case as originally pleaded divested the Court of subject matter jurisdiction because of the RLA. This was not just a matter of defective jurisdictional allegations, but defective jurisdiction established by allegations affirmatively pleaded by Plaintiff. See Fund Liquidation Holdings LLC v. Bank of Am. Corp., 991 F.3d 370, 388-89 (2d Cir. 2021) (“And it is well-understood that a plaintiff may cure defective jurisdictional allegations, unlike defective jurisdiction itself, through amended pleadings.”). Plaintiff's attempt to change those fatal allegations to retroactively create subject matter jurisdiction where none existed based on the initial complaint, is procedurally improper and constitutes bad faith under Rule 15(a). Cf. Union Pac. R.R. Co. v. Feek, No. 3:23-CV-05028-RAJ, 2024 WL 4107320, at *4 (W.D. Wash. Sept. 6, 2024) (denying plaintiff's Rule 59(e) motion and request for leave to amend when the court lacked subject matter jurisdiction under Tax Injunction Act).

The core of Plaintiff's initial allegations “invoke[d] bidding and seniority procedures governed by the CBA and [his claims could not] be resolved without determining whether Defendant could have provided his requested accommodation consistent with the CBA.” (Dkt. 25 at 14). As outlined above, Plaintiff now uses the September D&O to change the fundamental allegations in his initial complaint by altering or removing references to the CBA, his union seniority, and the union bidding procedures. Plaintiff's proposed amended complaint thus does more than “curing ․ technical defects in stating a basis for jurisdiction” and seeks to establish “a jurisdictional basis where none previously existed.” See Falise v. Am. Tobacco Co., 241 B.R. 63, 66 (E.D.N.Y. 1999) (holding that the latter is prohibited by Rule 15(a)); see also Cliffs Nat. Res. Inc. v. Seneca Coal Res., LLC, No. CV 17-567, 2018 WL 2012900, at *5 (D. Del. Apr. 30, 2018) (“Simply put, because federal diversity jurisdiction does not exist, [the court has] no jurisdiction to consider Plaintiffs’ Motion [to amend].”). The generous policy of Rule 15(a)’s approach to granting leave does not support this strategy, and accordingly, even if the Court were to address the merits of Plaintiff's request for leave to amend, it would exercise its discretion to deny the motion.³

CONCLUSION

For the foregoing reasons, Plaintiff's motion to alter judgment (Dkt. 27) is denied.

SO ORDERED.

FOOTNOTES

1.   A certified transcript of the oral argument has not been prepared and the Court relies upon its recollection and notes for references to the argument. If a certified transcript is created and it conflicts with the Court's recollection, the certified transcript controls.

2.   Plaintiff acknowledges that this was a tactical decision, arguing that “[t]he Plaintiff does not have to fully detail all proposed amendments to a complaint when opposing a motion to dismiss, especially if the Plaintiff believes that their submission is sufficient to adequately state their claims to the court.” (Dkt. 30 at 7).

3.   Because of the Court's findings that relief pursuant to Rule 59(e) is not warranted, and even if it was, the Court would deny the motion for leave to amend on the grounds that attempting to delete and alter the allegations of the complaint to retroactively create subject matter jurisdiction constitutes bad faith under Rule 15(a), the Court does not reach Defendant's alternative argument that the proposed amendment would be futile. (See Dkt. 29 at 24-31).

ELIZABETH A. WOLFORD, Chief Judge