The opinion of the court was delivered by: Yohn, J.
Following the dismissal of one of its claims, plaintiff, TriState HVAC Equipment, LLP ("TriState"), has filed a motion for leave to amend its complaint to add new allegations and replead the dismissed claim as well as to assert a new claim. Defendant, Big Belly Solar, Inc. ("Big Belly"), opposes this motion, arguing that the amendments would be futile. For the reasons set forth below, I will grant TriState's motion to amend its complaint.
I. FACTUAL AND PROCEDURAL BACKGROUND
The facts are well known to the parties and need not be repeated at length here. I summarize only those facts relevant to TriState's current motion to amend its complaint. For a more detailed discussion of the facts giving rise to this action, see TriState HVAC Equipment, LLP v. Big Belly Solar, Inc., 752 F. Supp. 2d 517 (E.D. Pa. 2010).
TriState was a nonexclusive distributor of Big Belly's solar-powered trash-compactor products in the territory covering Pennsylvania, New Jersey, and Delaware. Under the parties' distribution agreement, Big Belly reserved the right to sell directly to so-called key and national accounts, a list of which Big Belly was to provide to TriState. Big Belly recognized that its sales to these key and national accounts might require participation by its local distributors, and the distribution agreement provided that distributors such as TriState would be entitled to 25 percent of their normal margin if Big Belly involved the distributor in a sale to one of these accounts. TriState asserts that Big Belly never provided a list of key or national accounts and that even though Big Belly knew that TriState was marketing Big Belly products to the City of Philadelphia (the "City"), Big Belly entered into a contract for the sale of its trash compactors to the City. According to TriState, Big Belly had informed the City that it had to buy directly from Big Belly and that the City did not have to put the contract out for bid to distributors. TriState asked to be compensated for its sales efforts with the City, as provided for in the distribution agreement, but Big Belly allegedly refused to compensate TriState. See TriState HVAC Equip., 752 F. Supp. 2d at 522--24.
TriState brought this action against Big Belly, alleging breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with a prospective contractual relation, unjust enrichment, and unfair competition under both section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), and the common law. In a memorandum and order dated October 20, 2010, I dismissed TriState's Lanham Act claim. See TriState HVAC Equip., 752 F. Supp. 2d 517. TriState timely filed a motion for reconsideration of the dismissal of its claim and a concurrent motion for leave to amend its complaint to include new evidence and to replead its Lanham Act claim as well as to add a new claim alleging unfair competition or unfair or deceptive acts or practices in violation of Massachusetts' consumer-protection statute, Mass.
Gen. Laws Ann. ch. 93A, § 2. Because TriState did not meet the standard for reconsideration of the dismissal of its claim, I denied its motion for reconsideration as to its Lanham Act claim. See TriState HVAC Equip., 2011 WL 204738. But I advised the parties that I would review the new evidence offered by TriState, and review the issues that TriState raised in support of its motion for reconsideration, in the context of its motion for leave to amend its complaint. I granted Big Belly fourteen days from the date of that decision to respond to TriState's motion for leave to file an amended complaint, but the parties agreed to extend the time for Big Belly to respond. Now that the parties' briefing has been completed, TriState's motion for leave to amend its complaint is ripe for review.
Federal Rule of Civil Procedure 15(a) provides that a party may amend its pleading with the other party's consent or with leave of the court, which the court "should freely give . . . when justice so requires." Fed. R. Civ. P. 15(a)(2). The Third Circuit has held that although motions to amend a complaint should be liberally granted, leave to amend "rest[s] within the sound discretion of the trial court." Massarsky v. Gen. Motors Corp., 706 F.2d 111, 125 (3d Cir. 1983); see also Adams v. Gould, Inc., 739 F.2d 858, 864 (3d Cir. 1984) (asserting that "the district court's discretion to deny leave to amend" is limited by the "liberal amendment philosophy" of the Federal Rules of Civil Procedure). A court should grant leave in the absence of undue delay, bad faith, undue prejudice to the opposing party, or futility of the amendment. See Adams, 739 F.2d at 864 (citing Foman v. Davis, 371 U.S. 178, 182 (1962)).
Big Belly argues that TriState's amendments would be futile and thus that its motion for leave to amend its complaint should be denied.
A claim is futile and a "court may properly deny leave to amend where the amendment would not withstand a motion to dismiss." Massarsky, 706 F.2d at 125. "In assessing 'futility,' the district court applies the same standard of legal sufficiency as applies under Rule 12(b)(6)." In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1434 (3d Cir. 1997). "To survive a motion to dismiss [under Rule 12(b)(6)], a complaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A court must accept as true all allegations in the amended complaint and draw all reasonable inferences in favor of the plaintiff. See McTernan v. City of York, 577 F.3d 521, 526 (3d Cir. 2009).
TriState seeks to amend its complaint to add new allegations and to replead its Lanham Act claim. Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), creates a cause of action for false or misleading statements concerning one's own, or another's, product or commercial activities.*fn1
TriState based its original Lanham Act claim on allegations that, in selling trash compactors to the City, Big Belly made false or misleading statements, telling the City that it had to purchase directly from Big Belly and did not have to put the contract out for bid to distributors. Big Belly argued, in its motion to dismiss, that because it reserved the right, in section 10(a) of the distribution agreement, not to accept any order placed by a distributor-and thus could have refused to accept TriState's order if the City had instead sought to purchase trash compactors from TriState rather than directly from Big Belly-its statements to the City were neither false nor misleading. In its opposition to Big Belly's motion to dismiss, TriState did not argue that Big Belly's right of refusal was limited in any way-and, indeed, did not even respond to Big Belly's argument that it made no misrepresentations because it had the ...