Case 5:21-cv-04653-BLF Document 145 Filed 06/06/22 Page 1 of 5
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`UNITED STATES DISTRICT COURT
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`NORTHERN DISTRICT OF CALIFORNIA
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`SAN JOSE DIVISION
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`LYFT, INC.,
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`Case No. 21-cv-04653-BLF
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`Plaintiff,
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`v.
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`AGIS SOFTWARE DEVELOPMENT LLC,
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`ORDER GRANTING PLAINTIFF
`LYFT, INC.’S MOTION FOR LEAVE
`TO FILE FIRST AMENDED
`COMPLAINT
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`Defendant.
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`[Re: ECF No. 78]
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`Before the Court is Plaintiff Lyft, Inc.’s (“Lyft”) motion for leave to file a first amended
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`complaint in this patent declaratory judgment action against AGIS Software Development LLC
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`(“AGIS Software”). Lyft seeks to add three new parties—Advanced Ground Information Systems,
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`Inc. (“AGIS, Inc.”); AGIS Holdings, Inc. (“AGIS Holdings”); and Malcolm K. Beyer, Jr.
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`(collectively, the “Proposed Parties”)—and a breach of contract claim in its first amended complaint.
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`See Motion, ECF No. 78. AGIS Software opposes. See Opposition, ECF No. 94.
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`Pursuant to Civil Local Rule 7-1(b), the Court finds that Lyft’s motion is appropriate for
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`determination without oral argument. Based on the below reasoning, the Court GRANTS Lyft’s
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`motion.
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`I.
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`BACKGROUND
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`On January 29, 2021, AGIS Software filed a patent infringement action against Lyft in the
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`Eastern District of Texas regarding the Patents-in-Suit based on “the Lyft and Lyft Driver
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`applications and the related services and/or servers for the applications.” See Complaint, ECF No. 1
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`¶ 4. The case was consolidated with other AGIS Software cases under the caption AGIS Software
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`Dev. LLC v. T-Mobile USA, Inc., No. 2:21–cv–00072–JRG–RSP (E.D. Tex.) (“E.D. Texas Action”).
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`Case 5:21-cv-04653-BLF Document 145 Filed 06/06/22 Page 2 of 5
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`On January 19, 2022, Judge Gilstrap dismissed Lyft from the case for improper venue. See
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`E.D. Texas Action, ECF No. 334.
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`On June 16, 2021, while AGIS Software’s Eastern District of Texas action against Lyft was
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`still pending, Lyft filed the present action for declaratory judgment of noninfringement of the same
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`patents asserted against it in the E.D. Texas Action. See Complaint, ECF No. 1. On January 28,
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`2022, the Court dismissed Lyft’s complaint for lack of personal jurisdiction with leave to amend.
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`See Order, ECF No. 61. The Court further granted Lyft’s request for jurisdictional discovery in the
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`form of five interrogatories and one four-hour Rule 30(b)(6) deposition. See id. at 10. Additionally,
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`the Court ordered that Lyft could not add any new claims or new parties to any amended complaint
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`without the leave of the Court or a stipulation with AGIS Software. See id.
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`On March 28, 2022, Lyft filed a motion for leave to file a first amended complaint, seeking
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`to (1) add the Proposed Parties and (2) add a breach of contract claim against AGIS Software and
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`the Proposed Parties. See Motion, ECF No. 78. Lyft seeks to add the Proposed Parties because it
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`argues that jurisdictional discovery has indicated that the Proposed Parties are alter egos of AGIS
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`Software. See id. at 4–5. The breach of contract claim is based on AGIS Software’s alleged breach
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`of
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` by
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`accusing the Lyft application installed on
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` devices in the E.D. Texas Action and the present case.
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`See Proposed First Amended Complaint, ECF No. 2 ¶¶ 213–237. AGIS Software opposes, arguing
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`that (1) the evidence does not indicate the Proposed Parties are alter egos of AGIS Software and
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`(2) Lyft was dilatory in seeking to add its breach of contract claim, which is moot based on AGIS
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`Software’s pending motion to amend its infringement contentions. See Opposition, ECF No. 94
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`at 4–8.
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`II.
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`LEGAL STANDARD
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`Under Federal Rule of Civil Procedure 15, “a party may amend its pleading only with the
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`opposing party’s written consent or the court’s leave.” Fed. R. Civ. P. 15(a)(2). “The court should
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`freely give leave when justice so requires.” Id. A district court ordinarily must grant leave to amend
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`unless one or more of the following “Foman factors” is present: (1) undue delay, (2) bad faith or
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`dilatory motive, (3) repeated failure to cure deficiencies by amendment, (4) undue prejudice to the
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`Case 5:21-cv-04653-BLF Document 145 Filed 06/06/22 Page 3 of 5
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`opposing party, or (5) futility of amendment. See Eminence Capital, LLC v. Aspeon, Inc.,
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`316 F.3d 1048, 1052 (9th Cir. 2003) (citing Foman v. Davis, 37 U.S. 178, 182 (1962)). “[I]t is the
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`consideration of prejudice to the opposing party that carries the greatest weight.” Id. However, a
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`strong showing with respect to one of the other factors may warrant denial of leave to amend. Id.
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`III.
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`DISCUSSION
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`Lyft seeks leave to (1) add the Proposed Parties and (2) add a breach of contract claim to its
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`first amended complaint. See Motion, ECF No. 78. AGIS Software opposes each request. See
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`Opposition, ECF No. 94. The Court will consider each issue in turn.
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`A.
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`Leave to Add Proposed Parties
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`Lyft argues that adding the Proposed Parties is warranted because (1) they have opposed
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`Lyft’s discovery requests on the basis that they are not parties to the present suit and
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`(2) jurisdictional discovery has shown that
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`, so AGIS Software may seek to avoid liability
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`. See Motion, ECF No. 78 at 4–5 (citing Salpietra Decl., ECF No. 78-1, Ex. 7 at 12–17; id.,
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`Ex. 11 at 144:7–8). Lyft also argues that jurisdictional discovery has revealed facts indicating that
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`the Proposed Parties are alter egos of AGIS Software, including shared office space and
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`, and AGIS Software’s undercapitalization. See Reply, ECF No. 107
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`at 4–7. In response, AGIS Software argues that the evidence shows that AGIS Software paid for
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`the Proposed Parties’ services—it does not indicate
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` or undercapitalization. See
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`Opposition, ECF No. 94 at 4–6. Further, AGIS Software argues that the evidence indicates that
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`AGIS Software, AGIS Holdings, and AGIS, Inc. are separate and distinct business entities—for
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`instance, they have different
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`. See id. at 6–7.
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`The Court agrees with Lyft. AGIS Software’s only objections to Lyft’s motion are directed
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`to the merits of Lyft’s alter ego case. In other words, AGIS Software appears to be arguing that
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`Lyft’s proposed amendment would be futile, because Lyft cannot show that the Proposed Parties
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`are alter egos of AGIS Software. AGIS Software has failed to show that addition of the Proposed
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`Parties would be futile. Lyft has raised facts indicating significant
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`. See Salpietra Decl., ECF No. 78-1, Ex. 7 at 12–17;
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`Case 5:21-cv-04653-BLF Document 145 Filed 06/06/22 Page 4 of 5
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`id., Ex. 11 at 144:7–8. Further, Lyft points to facts indicating
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`, shared office space, and shared
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`. See Salpietra
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`Reply Decl., ECF No. 107-1, Ex. 13 at 12:22–13:24, 24:1–32:21, 36:11–43:15, 119:9–128:10,
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`134:19–135:14; id., Exs. 14–16. Based on the evidence, the Court finds that it cannot say there is
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`“no set of facts [that] can be proved under the amendment to the pleadings that would constitute a
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`valid and sufficient claim” against the Proposed Parties. Missouri ex rel. Koster v. Harris,
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`847 F.3d 646, 656 (9th Cir. 2017) (citations omitted). Without a sufficient showing as to any of the
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`Foman factors, the Court finds that leave to amend regarding the Proposed Parties is appropriate.
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`See Foman, 371 U.S. at 182.
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`Accordingly, the Court GRANTS Lyft leave to add the Proposed Parties in the first amended
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`complaint.
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`B.
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`Leave to Add Breach of Contract Claim
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`Lyft argues that the Court should grant it leave to add the breach of contract claim because
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`it previously asserted the claim in the E.D. Texas Action, and Lyft was not dismissed from that case
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`until January 2022. See Motion, ECF No. 78 at 5–6. Further, Lyft argues that it waited to bring its
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`breach of contract claim in this case because AGIS Software has objected to Lyft using any protected
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`information from the E.D. Texas Action in this case, and
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`. See Reply, ECF No. 107 at 7–8. In
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`response, AGIS Software argues that Lyft was dilatory in asserting the breach of contract claim in
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`this action, since Lyft waited until April 2022—nearly six months after originally asserting the claim
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`in the E.D. Texas Action in November 2021. See Opposition, ECF No. 94 at 7–8. Further, AGIS
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`Software argues that Lyft’s breach of contract claim is mooted by AGIS Software’s pending motion
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`to amend its infringement contentions at ECF No. 84, which Lyft opposes. See id. at 7. AGIS
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`Software’s motion to amend its infringement contentions seeks to “mak[e] clear” that it is not
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`alleging infringement of “any Lyft iOS-based application” or “any Apple products.” See
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`Opposition, ECF No. 94 at 7 (quoting ECF No. 84-8 at 2 n.1). On reply, Lyft argues that regardless
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`of the outcome of AGIS Software’s motion to amend its infringement contentions, Lyft can still
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`assert breach of contract based on AGIS Software’s prior breach of the
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`Case 5:21-cv-04653-BLF Document 145 Filed 06/06/22 Page 5 of 5
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`action and the E.D. Texas action. See Reply, ECF No. 107 at 8.
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`The Court agrees with Lyft. While AGIS Software points to some delay in Lyft asserting
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`the breach of contract claim in this case, it appears that AGIS Software is at least partially
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`responsible for that delay through its obstructive discovery posturing. See Reply, ECF No. 107
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`at 7–8. Accordingly, the Court does not consider Lyft’s delay in bringing its breach of contract
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`claim in this case to indicate undue delay, dilatory motive, or bad faith. See Eminence Capital,
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`316 F.3d at 1052. Further, AGIS Software does not indicate the delay prejudiced it in any way.
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`Additionally, the Court finds that AGIS Software has not shown that the addition of the
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`breach of contract claim would be futile, given AGIS Software’s pending motion to amend its
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`infringement contentions. Lyft has adequately explained how its breach of contract claim might
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`survive even if AGIS Software amends its infringement contentions—i.e., based on AGIS
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`Software’s prior assertion of infringement of iOS-based products in the E.D. Texas Action and the
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`present case. See Reply, ECF No. 107 at 8; Harris, 847 F.3d at 656.
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`Accordingly, the Court GRANTS Lyft leave to add the breach of contract claim in the first
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`amended complaint.
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`IV. ORDER
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`For the foregoing reasons, IT IS HEREBY ORDERED that:
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`1.
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`2.
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`Lyft’s motion to file a first amended complaint is GRANTED; and
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`Lyft SHALL file its proposed first amended complaint on or before May 25, 2022.
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`Dated: May 19, 2022
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`______________________________________
`BETH LABSON FREEMAN
`United States District Judge
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