                            UNITED STATES DISTRICT COURT
                            FOR THE DISTRICT OF COLUMBIA


JILL SCHWARTZ,

              Plaintiff,

      v.                                             Civil Action No. 1:19-cv-00340 (CJN)

URBAN COMPASS, INC., et al.,

              Defendants.


                                 MEMORANDUM OPINION

       Jill Schwartz alleges that three of her former colleagues in the real estate industry

conspired to poach her clients and listings, thereby breaching their contract with her and

committing several torts in the process. See generally Compl., ECF No. 1. She also alleges that

Urban Compass, Inc. (“Compass”), was complicit in the scheme. Id.

       The individual Defendants, Alexandra Thomas Schwartz, Danielle Spira, and Raymond

Ferrara, answered the Complaint. See generally Def. Thomas Schwartz’s Answer, ECF No. 20

at 1–25; Defs. Ferrara & Spira’s Answer, ECF No. 29. Thomas Schwartz also filed a

Counterclaim. See generally Def. Thomas Schwartz’s Counterclaim, ECF No. 20 at 25–37; see

also Pl.’s Answer to Counterclaim, ECF No. 28. Compass, for its part, moved to compel

arbitration as to any claim against it individually and to dismiss those claims. See generally Def.

Urban Compass, Inc.’s Mot. to Dismiss Pl.’s Compl. and Compel Arbitration, ECF No. 27; Def.

Urban Compass, Inc.’s Mem. of P. & A. in Supp. of its Mot. to Dismiss Pl.’s Compl. and to

Compel Arbitration (“Mot. to Compel”), ECF No. 27-1. In turn, Plaintiff petitioned the Court

for leave to amend her Complaint. See generally Pl.’s Mot. for Leave to File Am. Compl., ECF

No. 33; Pl.’s Mem. in Supp. of Pl.’s Mot. for Leave to Amend Compl. (“Mot. for Leave”), ECF


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No. 33-1. The Court grants Plaintiff leave to amend in part and stays the sole count against

Compass while that claim is submitted to arbitration.

                                      I.      Background

       Jill Schwartz is a real estate agent working in the Washington, D.C. area. Compl. ¶ 3.

She affiliated with Compass in August 2016, signing an Independent Contractor Agreement

(“ICA”) that provided her with office space, marketing, and technical support in exchange for

15% of her real estate commissions. Compl. ¶¶ 9, 66; see also ICA, ECF No. 27-2; ICA

Appendices, ECF No. 27-3. In 2017 Schwartz recruited three other agents to work as part of her

“team” under the name “The Jill Schwartz Group:” Alexandra Thomas Schwartz (any relation to

Plaintiff is unclear from the pleadings), Danielle Spira, and Raymond Ferrara. Compl. ¶¶ 10–13.

Each signed an ICA with Compass and then separately signed (or orally agreed to, without

signing) an addendum between the agent and Jill Schwartz laying out commission splits and

support from the Jill Schwartz Group. Id.; see also Def. Thomas Schwartz’s Addendum, ECF

No. 20-1 at 2–3. Schwartz’s name went on all official documents and listings, and she received

the commission on all sales. Compl. ¶ 14. In return, Schwartz split the commission with the

relevant team member on each sale and provided office space, parking, marketing, and other

technology support. Id. The group focused on high-end, luxury properties. Id. ¶ 8.

       Schwartz alleges that, by mid-2018, the other team members decided to abandon their

affiliation with her and form their own team in secret. Id. ¶¶ 19–20. According to Schwartz, the

three downloaded a proprietary marketing database, did their own deals on the side without

crediting or paying Schwartz, took over Schwartz’s license to use a listing database, and

eventually took over some of Schwartz’s listings after going behind her back to the clients. Id.

Soon after, Defendants openly declared their intention to eject Schwartz from the team and




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proceed on their own, all while retaining property listings they acquired while relying on

Schwartz’s assistance and brand recognition. Id. ¶¶ 21–22.

       Schwartz sought assistance from Compass’s managers and requested that they terminate

Defendants’ affiliation with the company, but Compass instead chose to endorse Defendants’

plan. Id. ¶ 25. The managers tried to mediate the dispute by dividing the listings between

Schwartz and her former teammates, id. ¶¶ 26–35, but the Parties were unable to reach a

mutually agreeable solution, id. ¶ 36. At Compass’s insistence, Schwartz terminated her

affiliation with the company. Id. ¶¶ 36–37. The agent Defendants continue to be affiliated with

Compass. Id. ¶ 38.

       Schwartz filed a six-count complaint on February 11, 2019, alleging that the agent

Defendants and Compass engaged in a civil conspiracy to take advantage of Schwartz’s brand, to

pilfer her listings for themselves, and to force Schwartz to leave the company (Count I). Id.

¶¶ 48–55. Schwartz also alleges (II) breach of contract (as to the agents), id. ¶¶ 56–60; (III)

unjust enrichment (same), id. ¶¶ 61–64; (IV) breach of contract (as to Compass), id. ¶¶ 65–73;

(V) misappropriation of trade secrets under the D.C. Uniform Trade Secrets Act, D.C. Code

§ 36-401 et seq., Compl. ¶¶ 74–80; and (VI) trademark infringement under the federal Lanham

Act, 15 U.S.C. § 1125, Compl. ¶¶ 81–91. Schwartz alleges that the Court has federal-question

jurisdiction over Count VI, 28 U.S.C. § 1331, and diversity jurisdiction over the remaining

counts, id. § 1332, because Schwartz is a Maryland citizen, the agent Defendants are District of

Columbia citizens, Compass is a Delaware corporation with its principal place of business in

New York, and the amount-in-controversy exceeds $75,000. Compl. ¶¶ 1–7.

       The Parties agreed to undergo Court-supervised mediation, but that process failed to

resolve the case. See Order, ECF No. 10; Minute Order of Sep. 26, 2019 (lifting stay following




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mediation). Thomas Schwartz answered the Complaint and filed a Counterclaim against

Schwartz, alleging (I) false advertising under the Lanham Act, 15 U.S.C. § 1125, Countercl.

¶¶ 110–22; (II) defamation, id. ¶¶ 123–30; (III) intentional interference with prospective

economic opportunity, id. ¶¶ 131–41; and (IV) unfair competition, id. ¶¶ 142–53. Thomas

Schwartz’s Answer contained detailed affirmative defenses arguing that Schwartz’s Complaint

failed to state a claim for relief on all counts and suggesting that the Court should dismiss the

Complaint, but Thomas Schwartz did not file a motion to dismiss any count at that time. See

Def. Thomas Schwartz’s Answer at 12–22. Defendants Spira and Ferrara jointly filed their own

Answer, which expressly adopted Thomas Schwartz’s arguments against the Complaint. See

Defs. Spira and Ferrara’s Answer at 11.

       Compass separately moved the Court to compel Schwartz to submit her claims against it

for arbitration under the binding arbitration clause contained in Schwartz’s ICA with Compass.

See generally Mot. to Compel. Compass also requested that the Court dismiss the claims after

sending them to arbitration. See generally id.

       In response to the Answers, the Counterclaim, and the Motion to Compel, Schwartz

sought leave to amend. See generally Mot. for Leave. The proposed Amended Complaint would

add no new factual allegations but would merely reframe Schwartz’s claims into five new

counts. Id. The proposed Amended Complaint would level a single claim against Compass for

breach of contract and would drop any other allegations against the corporation. Pl.’s Proposed

Am. Compl. ¶¶ 42–48, ECF No. 33-2. It would also abandon Schwartz’s unjust enrichment and

trademark claims against the agent Defendants, instead alleging (II) breach of contract, id. ¶¶ 49–

53; (III) conspiracy, id. ¶¶ 54–58; (IV) breach of fiduciary duty, id. ¶¶ 59–63; and (V) tortious

interference with contract, id. ¶¶ 64–69. Finally, the proposed Amended Complaint would join




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an extra Plaintiff: The Jill Schwartz Group, LLC, of which Schwartz claims she is the sole

member. Id. ¶ 1.

                                          II.     Analysis

                         A.      Motion for Leave to Amend Complaint

       Schwartz sought leave to amend her Complaint more than 21 days after Defendant

Thomas Schwartz filed her Answer, so Schwartz may not amend as of right. See Fed. R. Civ. P.

15(a)(1)(B). Instead, she may amend “only with the opposing part[ies’] written consent or the

court’s leave.” Id. 15(a)(2). All Defendants oppose amendment, see, e.g., Def. Urban Compass,

Inc.’s Opp’n to Pl.’s Mot. for Leave to Amend Compl. (“Compass’s Opp’n”), ECF No. 34, so

Schwartz may only amend her Complaint with the Court’s permission. Fed. R. Civ. P. 15(a)(2).

       Although the “[C]ourt should freely give leave when justice so requires,” id., justice does

not always require the Court to grant leave to amend. “Leave may properly be denied if the

proposed amendment is futile, such that it would not withstand a motion to dismiss.” Singletary

v. Howard Univ., 939 F.3d 287, 295 (D.C. Cir. 2019) (internal quotations and citations omitted).

The Court may also deny leave in the event of “undue delay, bad faith or dilatory motive on the

part of [Plaintiff], . . . [or] undue prejudice to [Defendants].” Foman v. Davis, 371 U.S. 178, 182

(1962); Elkins v. District of Columbia, 690 F.3d 554, 565 (D.C. Cir. 2012).

       Each group of Defendants adopts variations on those arguments in opposing Schwartz’s

Motion. First, Compass argues that amendment would be futile because the count targeting

Compass would still be subject to the ICA’s binding arbitration clause, and thus would be

dismissed. See generally Compass’s Opp’n. Thomas Schwartz renews the arguments she

included in her Answer, asserting that the new legal theories still fail to state a claim and that

amendment is thus futile because the new Complaint would not survive a motion to dismiss. See

generally Def. Thomas Schwartz’s Mem. of P. & A. in Opp’n to Pl.’s Mot. for Leave to File Am.


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Compl. (“Thomas Schwartz’s Opp’n”), ECF No. 36. Thomas Schwartz also argues that

Schwartz brings her proposed amendment in bad faith. See generally id. Finally, Defendants

Spira and Ferrara argue that they would be prejudiced by any amendment and that The Jill

Schwartz Group, LLC is not a proper Plaintiff that can be joined under Federal Rule of Civil

Procedure 20. See generally Defs. Ferrara and Spira’s Opp’n to Pl.’s Mot. for Leave to Amend

Compl. and to Join Jill Schwartz Group, LLC as Pl. (“Ferrara and Spira’s Opp’n”), ECF No. 35.

       1.      Futility

       Thomas Schwartz’s briefing steps through detailed analyses of each count in the

proposed Amended Complaint and offers thorough arguments for why each allegation would fail

to state a claim for relief under Federal Rule of Procedure 12(b)(6). See Thomas Schwartz’s

Opp’n at 3–15. Her arguments, however, rest on the assumption that she would be able to move

to dismiss the Amended Complaint once it becomes operative in the first place. Although

Thomas Schwartz’s response to the original Complaint argued extensively that the Complaint

failed to state a claim for relief, Thomas Schwartz labeled and filed the document as an Answer

to the Complaint, not as a Motion to Dismiss. See generally Thomas Schwartz’s Answer.

Thomas Schwartz did not file a separate motion to dismiss, nor did she attach a proposed order,

as she would have been required to do had she filed the document as a motion. LCvR 7(c).

       As a result, Thomas Schwartz would not be free to move to dismiss the Amended

Complaint in its entirety. Ordinarily, “[t]he filing of an amended complaint will not revive the

right to present by motion defenses that were available but were not asserted in timely fashion

prior to the amendment of the pleading,” but “a . . . defense that becomes available because of

new matter in the amended complaint may be asserted by motion.” 5C Charles Alan Wright &

Arthur R. Miller, Federal Practice and Procedure § 1388 (3d ed. 2020); see also Keefe v.

Derounian, 6 F.R.D. 11, 13 (N.D. Ill. 1946) (denying motion to dismiss amended complaint,


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which contained no new factual allegations or legal argument but which merely corrected

jurisdictional information, because the court had already denied defendant’s motion to dismiss

original complaint on the same grounds). Thomas Schwartz may be able to move to dismiss any

new legal theories in the Amended Complaint, such as Counts IV (breach of fiduciary duty) or V

(tortious interference with contract), but she has already answered corresponding counts for

breach of contract and conspiracy. See Thomas Schwartz’s Answer ¶¶ 48–60. Thomas

Schwartz has preserved her affirmative defenses against those claims, including her argument

that Schwartz has failed to state a claim for relief. Id. at 12–16. But, having answered the

original Complaint, Thomas Schwartz may not now move to dismiss the same content merely

because Schwartz has repackaged it in a new Complaint. Keefe, 6 F.R.D. at 13; see also Fed.

Agric. Mortg. Corp. v. It’s A Jungle Out There, Inc., No. C 03-3721, 2005 WL 3325051, at *5

(N.D. Cal. Dec. 7, 2005) (collecting cases). Amendment is thus not futile.

       Compass is in a different position. Rather than answering the original Complaint, it

timely moved to dismiss and to compel arbitration. See generally Mot. to Compel. But

Compass does not premise its Motion to Dismiss on Rule 12(b)(6) grounds; it argues that the

Court should dismiss any counts against it merely because those same claims are subject to

mandatory arbitration. See id. at 2. As explained below, although the claim is subject to

arbitration, dismissal is not the proper course of action at this time. See infra Section II.B. The

Court would stay any claims against Compass under either the original Complaint or the

Amended Complaint rather than dismissing them. Id. Furthermore, the amendment works to

Compass’s benefit by simplifying the claims against it and restricting allegations to those clearly

within the scope of the ICA’s arbitration clause, thereby implicitly conceding Schwartz’s earlier

opposition to Compass’s Motion to Compel. Id. Amendment is not futile as to Compass.




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       2.      Bad Faith

       In addition to futility, Thomas Schwartz argues that the proposed Amended Complaint

“conveniently omit[s]” certain factual allegations that are present in the original Complaint,

namely that Schwartz negotiated certain disputes over property listings and commissions with

Compass rather than with the agents themselves. Thomas Schwartz’s Opp’n at 7–8 (citing

Compl. ¶¶ 26, 28, 31).

       “Under some circumstances, motions to amend that are intended to avoid summary

judgment or otherwise muddy the waters of a court's resolution of the case may be denied as

brought in bad faith.” Sherrod v. McHugh, 249 F. Supp. 3d 85, 87 (D.D.C. 2017) (internal

quotation omitted). Thomas Schwartz does not explain how the claimed omissions here would

obstruct summary judgment, especially since she will have an opportunity to present evidence on

the same points at that phase (and can argue that Plaintiff already admitted facts in the original

Complaint). To the extent that Thomas Schwartz contends that Plaintiff intentionally omitted the

allegations to thwart dismissal of the Amended Complaint on its face, that concern is

irrelevant—as stated above, Thomas Schwartz forfeited her opportunity to move to dismiss the

contract claim by answering it in the first instance, so there will be no motion to dismiss Count II

of the Amended Complaint. See supra Section II.A.1.

       Moreover, the amendment abandons two trademark claims against Thomas Schwartz (as

well as the claim for unjust enrichment), thus narrowing the claims at issue to those arising out of

the alleged contractual relationship. Rather than exhibiting bad faith, Schwartz appears to have

taken Thomas Schwartz’s arguments into account and responded appropriately to avoid

expending time and resources litigating claims that were unlikely to succeed. See generally

Proposed Am. Compl.; see also Sherrod, 249 F. Supp. 3d at 87 (“[P]arties may move to amend

to clarify and amplify the allegations in their complaint in light of facts learned during discovery


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and arguments made by the opposition.” (internal quotation omitted)). “Preventing a party from

amending her complaint on the basis of bad faith generally requires an affirmative showing by

the nonmoving party,” Sherrod, 249 F. Supp. 3d at 87, and Thomas Schwartz has not made such

a showing.

       3.      Prejudice

       Ferrara and Spira argue that permitting Schwartz to amend her Complaint will prejudice

them because the Amended Complaint contains new legal theories. See Spira and Ferrara’s

Opp’n at 3–4. They cite to In re Sunrise Senior Living, Inc. Derivative Litig., 550 F. Supp. 2d 1,

5–8 (D.D.C. 2008), which itself cites to appellate decisions finding prejudice where amendment

would “expand[ ] the allegations beyond the scope of the initial complaint,” Parish v. Frazier,

195 F.3d 761, 763 (5th Cir. 1999), or where the proposed amendment “contain[ed] new complex

and serious charges,” Ferguson v. Roberts, 11 F.3d 696, 706 (7th Cir. 1993). But in Parish, the

amendment came after Defendants had moved for summary judgment, see 195 F.3d at 764; in

Ferguson, trial was near, 11 F.3d at 707. In both cases, discovery was complete, so amendment

would have reopened discovery. Id. That’s not true here—discovery has not yet started. There

is no prejudice to Defendants.

       4.      Joinder

       In addition to their other arguments, Thomas Schwartz, Spira, and Ferrara flag a curious

portion of the proposed Amended Complaint. See Spira & Ferrara’s Opp’n at 4–5. In addition

to amending Schwartz’s legal theories, the proposed Amended Complaint also seeks to join The

Jill Schwartz Group, LLC as co-Plaintiff. See Proposed Am. Compl. ¶ 1. Schwartz asserts that

the company “is a limited liability company organized in the State of Maryland.” Id. But Spira

and Ferrara attached evidence to their briefing demonstrating that there is no such LLC

registered in Maryland. See Spira & Ferrara’s Opp’n at 4–5; see also id. at 7–14 (attaching


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search results finding no such entity in governmental database). Moreover, Defendants attached

evidence showing that the LLC is not licensed to do business in the District of Columbia. Id. at

15. Thomas Schwartz adopted the same argument. See Thomas Schwartz’s Opp’n at 15.

       Federal Rule of Civil Procedure 20(a)(1) specifies the conditions under which “[p]ersons

may join in one action as plaintiffs.” But assuming that Defendants are correct, The Jill

Schwartz Group, LLC is, at most, an unincorporated entity that lacks the capacity to sue or be

sued—it is not a legal “person” within the scope of the rule and therefore cannot join this suit as

a Plaintiff. See Spira & Ferrara’s Opp’n at 4–5. Schwartz did not reply to any of the three briefs

in opposition to her Motion and so forfeited her opportunity to submit competing evidence that

The Jill Schwartz Group is a real company. She has therefore conceded the issue. Kone v.

District of Columbia, 808 F. Supp. 2d 80, 83 (D.D.C. 2011).

       To sum up, Defendants’ various arguments opposing amendment are unavailing. The

Court therefore grants Schwartz’s Motion for Leave to Amend and accepts the proposed

Amended Complaint as operative in this suit. But The Jill Schwartz Group, LLC is not a proper

Plaintiff under Rule 20, so the Court dismisses it from the Amended Complaint.

                             B.      Motion to Compel Arbitration

       Compass moved to compel arbitration before Schwartz sought leave to amend, so much

of the argument between them focused on whether the old claims against Compass (apart from

the breach-of-contract count) fell within the scope of the ICA’s arbitration clause and whether

Schwartz’s claims against the agent Defendants were also subject to arbitration. See, e.g., Pl.’s

Mem. in Opp’n to Def. Urban Compass, Inc’s Mot. to Dismiss Pl’s Compl. and Compel

Arbitration at 4–7 (“Pl.’s Arbitration Opp’n”), ECF No. 31. The Amended Complaint, however,

has simplified those matters by abandoning any non-contractual claims against Compass. See

generally Am. Compl. Moreover, the Parties all agree that the arbitration clause does not require


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arbitration of the claims between Schwartz and the agent Defendants. Pl.’s Arbitration Opp’n at

5–7; Def. Thomas Schwartz’s Mem. of P. &. A. in Opp’n to Def. Urban Compass, Inc.’s Mot. to

Compel Arbitration at 2–3, ECF No. 30-1; Def. Urban Compass, Inc.’s Reply in Supp. of Mot. to

Dismiss Pl.’s Compl and Compel Arbitration at 2 (“Reply”), ECF No. 32.

       Having resolved those issues, the only remaining questions are whether to compel

arbitration and, if so, what do to with Count I of the Amended Complaint while arbitration

proceeds. The Parties agree that the contract is question is the Independent Contractor

Agreement (ICA), which Plaintiff signed (but did not date) and which went into effect on August

1, 2016. See generally ICA. The ICA incorporates four Appendices. Id. at 1. Appendix IV,

which Plaintiff initialed, contains the following paragraph:

               Governing Law; Arbitration. This Agreement shall be interpreted
               in accordance with the laws of the District of Columbia. All disputes
               between Broker and Agent will be mediated in New York County,
               New York under the rules of the American Arbitration Association
               or other mediator agreed upon by the parties. The parties will
               equally divide the mediation fee, if any. Any dispute not resolved
               by mediation will be settled by neutral binding arbitration in
               accordance with the rules of the American Arbitration Association
               or other arbitrator agreed upon by the parties. Each party to any
               arbitration or litigation (including appeals and interpleaders) will
               pay its own fees, costs, and expenses, including attorneys’ fees at all
               levels, and will equally split the arbitrators’ fees and administrative
               fees of arbitration. Except as may be required by law, neither a party
               nor a mediator or arbitrator may disclose the existence, content, or
               results of any mediation or arbitration hereunder without the prior
               written consent of both parties.

ICA Appendices at 10. The Parties have already tried and failed at mediation, so the provision

above requires that the dispute next go to arbitration.

       Section 4 of the Federal Arbitration Act permits Parties seeking to enforce arbitration

agreements to petition the district court with jurisdiction over the dispute to compel the Parties to

abide by the agreement. 9 U.S.C. § 4. Plaintiff implicitly concedes that her breach-of-contract



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claim is within the scope of the agreement, and she does not challenge the agreement’s validity.

See generally Pl.’s Arbitration Opp’n. Count I thus falls squarely within the scope of the

provision and must be arbitrated.

       Compass then asks the Court to dismiss that claim outright because there will be nothing

left for the Court to do with the claim once it is submitted to the arbitrator. Mot. to Compel at 2;

Reply at 3–4. Plaintiff, on the other hand, asks the Court to stay the claim pending the outcome

of arbitration in order to retain jurisdiction. Pl.’s Arbitration Opp’n at 7–8.

       Under Section 3 of the Federal Arbitration Act,

               [i]f any suit or proceeding be brought in any of the courts of the
               United States upon any issue referable to arbitration under an
               agreement in writing for such arbitration, the court in which such
               suit is pending, upon being satisfied that the issue involved in such
               suit or proceeding is referable to arbitration under such an
               agreement, shall on application of one of the parties stay the trial of
               the action until such arbitration has been had in accordance with the
               terms of the agreement, providing the applicant for the stay is not in
               default in proceeding with such arbitration.

9 U.S.C. § 3. Circuit courts are split about whether the stay is mandatory or within the District

Court’s discretion, but they all assume that a stay is the usual course of action. See Katz v.

Cellco P’ship, 794 F.3d 341, 345 (2d Cir. 2015) (collecting cases).

       Compass cites to a single case for the proposition that the District Court can (and should)

dismiss after compelling arbitration. See Reply at 4. In Invista N. Am. S.À.R.L. v. Rhodia

Polyamide Intermediates S.A.S., the Court very briefly concluded that the plaintiff was “in

default in proceeding with . . . arbitration” because it had “refused to arbitrate the claims in its

complaint,” so it was ineligible to seek a stay. 503 F. Supp. 2d 195, 207 (D.D.C. 2007) (citing 9

U.S.C. § 3). Although there is no D.C. Circuit precedent on this question, the Tenth Circuit has

explained the purpose of the statute’s default clause and what might drive a district court to

refuse a stay. See Pre-Paid Legal Servs., Inc. v. Cahill, 786 F.3d 1287, 1294–95 & n.3 (10th Cir.


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2015). The statute allows a district court to dismiss a suit when the party seeking the stay is

acting in bad faith by trying to get out of arbitration, such as when it doesn’t pay its share of the

fees or refuses to participate in arbitral hearings. Id. If that occurs, then the district court can

vacate a previously entered stay and dismiss the case so that the offending party can’t use the

litigation to combat the effects of arbitration. Id.

        None of those circumstances are present here. The Court will therefore stay Count I of

the Amended Complaint pending the outcome of arbitration.

                                         III.    Conclusion

        Defendants’ arguments against permitting Schwartz to amend her Complaint are

insufficient to overcome Rule 15’s presumption that leave to amend should be freely given. The

Amended Complaint neatly disposes of most disputes over the question of arbitration.

Accordingly, it is

        ORDERED that Plaintiff’s Motion for Leave to Amend the Complaint is GRANTED.

However, Plaintiff The Jill Schwartz Group, LLC is DISMISSED without prejudice. The

Amended Complaint, ECF No. 33-2, is DEEMED FILED. It is further

        ORDERED that Defendant Urban Compass, Inc.’s Motion to Dismiss Plaintiff’s

Complaint and Compel Arbitration is GRANTED in part and DENIED in part. Count I of the

Amended Complaint is REFERRED for arbitration and STAYED in the interim.



DATE: April 20, 2020
                                                                CARL J. NICHOLS
                                                                United States District Judge




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