ev3 International, Inc., a Delaware corporation, and Micro Therapeutics, Inc., a Delaware corporation, Plaintiffs, v. Advanced Medical China Hong Kong Ltd., and Kevin James MacDonald, Defendants Civ. No. 04-4687 (PJS/RLE) United States District Court, D. Minnesota Filed December 13, 2006 Counsel Adam C. Trampe, Heather N. Hoecke, Jeffrey J. Bouslog, Oppenheimer Wolff & Donnelly LLP, Mpls, MN, for Plaintiffs. Daniel R. Shulman, Dean C. Eyler, Gray Plant Mooty Mooty & Bennett, PA, Mpls, MN, Joseph A. Schenk, Hebert Schenk PC, Phoenix, AZ, for Defendants Erickson, Raymond L., United States Magistrate Judge ORDER I. Introduction *1 This matter came before the undersigned United States Magistrate Judge pursuant to a special assignment, made in accordance with the provisions of Title 28 U.S.C. § 636(b)(1)(A), upon the Plaintiffs’ Second Motion for Leave to Amend the Complaint, as well as their Motion to Strike the Defendants’ Response to the Plaintiffs’ Motion to Amend. A Hearing on the Motions was conducted on October 19, 2006, at which time, the Plaintiffs ev3 International, Inc. (“ev3”) and Micro Therapeutics, Inc. (“MTI”) appeared by Jeffrey J. Bouslog and Heather N. Hoecke, Esqs.; and the Defendants Advanced Medical China Ltd. (“AMC”)[1] and Kevin James MacDonald (“MacDonald”), appeared by Joseph A. Schenk, Esq.[2] For reasons which follow, we deny the Plaintiffs’ Motions. II. Factual and Procedural Background This diversity action arises from certain Distributor Agreements that the Plaintiffs entered with the Defendants, and which were operative for portions of the calendar years of 2003 and 2004. In their initial Amended Complaint, the Plaintiffs alleged actions for Breach of the Distributorship Agreements; for a violation of the “Fraudulent Transfers Act;” for an Account Stated; and for various forms of injunctive relief. They further alleged that AMC was an alter-ego of MacDonald. The Plaintiffs now seek to add two (2) new Defendants to this action: CIDCO Investment Company II, LLC (“CIDCO”), and EastSky Investments, Inc. (“EastSky”), who, the Plaintiffs contend, are also alter-egos of MacDonald. See, Plaintiffs’ Proposed Second Amended Complaint, Docket No. 144. On June 20, 2005, the Court issued a Pretrial Scheduling Order which provided that any Motions to amend the pleadings must be filed by no later than July 29, 2005. See, Docket No. 44. On October 25, 2005, MacDonald’s deposition was taken, and he provided testimony concerning the ownership structure of AMC and related entities -- including CIDCO and EastSky -- as well as a number of transactions between himself, AMC, and those other entities. See, e.g., Deposition of Kevin MacDonald (“MacDonald Dep.”), Docket No. 164, Exh. B, at pp. 23-24, 39-40, 44, 49-52, 113-119, 163-66, 187-90. *2 On November 29, 2005, the Plaintiffs filed their first Motion for leave to amend their Complaint, in order to add claims for fraudulent conveyances and to assert alter ego liability. See, Docket No. 53. In support of that Motion, the Plaintiffs argued that the documents, which MacDonald provided in response to discovery requests, when combined with his deposition testimony, demonstrated that MacDonald had “devised an elaborate scheme designed to fraudulently transfer assets out of the now-defunct AMC entity to a number of shell corporations controlled by MacDonald.” See, Plaintiffs’ Memorandum in Support of First Motion to Amend, Docket No. 54, at p. 3. The Plaintiffs highlighted the following “new facts learned through MacDonald’s deposition on the documents he produced within the week preceding his deposition, which necessitate an amendment to the Original Complaint:” • MacDonald established numerous corporations that he owned and/or controlled, which in turn either owned AMC or owned companies that directly or indirectly owned AMC. These companies included, without limitation: CIDCO Investment Company II, LLC; China Investments Development Corp.; EastSky, L.L.C.; Arizona Heart Hong Kong, LLC; Arizona Heart (AHI) Limited; AHI Management; RCF Management; RCF Company Limited; Beijing International Heart Hospital; and Vital Living. See MacDonald Dep. at pp. 12-16, 18-20, 39-40, 54-60, 69-70, 104-106, 112-113, 212-213. • MacDonald used these corporate entities to improperly transfer funds and assets from AMC to himself and/or other entities under his ownership and/or control. See MacDonald Dep. at pp. 187-208; Minkler Aff. Ex. C. • MacDonald directed the transfer of funds at a time that AMC was insolvent, indeed, MacDonald conceded that AMC was insolvent throughout its existence. See MacDonald Dep. at p. 169:15-18. • MacDonald failed to invest sufficient capital in AMC. See MacDonald Dep. at pp. 92-93, 105-107. • MacDonald failed to observe any corporate formalities and disregarded the requirements of the corporate laws of Hong Kong, the jurisdiction in which AMC was incorporated. Specifically, MacDonald disregarded at least the following corporate formalities: (1) failure to conduct annual shareholder meetings as required by AMC’s corporate governance documents. MacDonald Dep. at pp. 120-125. (2) failure to document significant business “loans” to MacDonald’s friends and/or MacDonald-owned entities. MacDonald Dep. at pp. 114-118, 164-166,174-175, 199-206. (3) failure to document alleged services provided to AMC by service providers that were owned/controlled by MacDonald. MacDonald Dep. at pp. 255-256. (4) failure to prepare appropriate, audited annual statements and/or profit and loss reports as required by the AMC corporate governance documents. See, e.g., MacDonald Dep. at pp. 127. • Internal AMC correspondence documenting that “ev3 money” was transferred to MacDonald-owned entities and that such money was also used to fund MacDonald’s personnel expenditures, including the purchase and renovation of his home and the repayment of his credit cards. See MacDonald Dep. at pp. 187-208 * * * Id. at p. 4. On December 13, 2005, the Plaintiffs’ First Motion for Leave to Amend the Complaint was granted. See, Docket No. 61. The Plaintiffs’ Amended Complaint included an allegation that the Defendants transferred funds to CIDCO, with the “actual intent to hinder, delay or defraud the Plaintiffs.” See, Plaintiffs’ First Amended Complaint, Docket No. 62, at ¶¶47, 48. On February 14, 2006, in response to the Plaintiffs’ subsequent discovery requests, the Defendants provided portions of a general ledger, which reflected the general transfer of funds into, or out of, AMC. After an ongoing discovery dispute, the Plaintiffs brought a Motion to Compel the production of the entirety of the general ledger in electronic format. See, Docket No. 81. The Court granted the Plaintiffs’ Motion to Compel, and the electronic version was provided to the Plaintiffs on June 1, 2006. See, Affidavit of Orion C. Wisness, Docket No. 165, at ¶3. On June 28, 2006, the general ledger was analyzed by the Plaintiffs and, they contend, the results undermine MacDonald’s testimony at his deposition. Id. at ¶6; Plaintiffs’ Supplemental Memorandum of Law, at p. 9. *3 On August 3, 2006, the District Court heard the parties’ cross-Motions for Summary Judgment. The Plaintiffs’ Motions were denied, and MacDonald’s Motion for Summary Judgment was granted, in part. See, Docket No. 140. At the Hearing, the Court advised that it would be beneficial to amend the Complaint, but noted that the Court was “not promising to grant” the Motion to Amend. See, Transcript of Motions Hearing, Docket No. 161, at pp. 55-56. However, the Court advised the Plaintiffs that, in order to win the case, they would have to: [P]rove that AMC is indebted to ev3. You are going to have to pierce the AMC corporate veil to get to CIDCO, and you are going to have to pierce the CIDCO corporate veil to get to MacDonald. I don’t know the law, but I would imagine it’s somewhat difficult to pierce a veil of a corporation that’s not a party to the lawsuit. So if I turn out to be wrong on that, fine. I can’t tell you I know that to be the law for certain. Id., at p. 55. The Plaintiffs’ Memorandum in Support of their current Motion to Amend acknowledges that they “make this Motion to add CIDCO and EastSky Investments, Inc. (“EastSky”) as Defendants in response to the Court’s comment on the law regarding piercing the corporate veil.” See, Docket No. 143, at pp. 1-2. They further argue that, “[d]espite the connected nature of AMC, CIDCO, EastSky and MacDonald, Plaintiffs did not previously include CIDCO or EastSky as defendants in this litigation because the published decisions suggested that CIDCO and EastSky were not necessary parties to this litigation.” Id. at p. 3 [citations omitted]; see also, Plaintiffs’ Supplemental Memorandum of Law, at pp. 9-10. The Plaintiffs offered no other rationale to justify a further amendment to their Amended Complaint. The Plaintiffs filed their Motion to Amend on August 21, 2006. See, Docket No. 141. However, in the Notice accompanying that Motion, they did not provide a date for a Hearing before the Court, as required by the Local Rules of this District. See, Docket No. 142; D. Minn. LR 7.1(a). Subsequently, we scheduled a Hearing on the Motion for October 19, 2006. See, Docket No. 155. The Defendants’ response to the Motion was filed on September 20, 2006. See, Docket No. 156. III. Discussion A. The Plaintiffs’ Motion to Strike the Defendants’ Response, or in the Alternative, for Leave to File a Reply Memorandum. We find nothing to support the striking of the Defendants’ responsive papers. The Plaintiffs argue that, in the absence of an established Hearing date, their filing “constructively” began the “14 days prior to hearing” filing requirement of D. Minn. LR7.1(a)(1).[3] However, it has afforded no authority for such an interpretation of the Local Rules. Since we set the Motion to be heard on October 19, 2006, see, Docket No. 155, the Defendants did not have to file a response to the Motion until October 12, 2006, which was seven (7) days before that Hearing date. The Defendants filed their responsive papers early -- on September 13, 2006 -- and therefore, we find no cause to strike the opposition brief, and we deny the Plaintiffs’ Motion to Strike. B. The Plaintiffs’ Motion For Leave to Amend their Amended Complaint. *4 1. Standard of Review. Rule 15(a), Federal Rules of Civil Procedure, provides, in pertinent part, as follows: [A] party may amend the party’s pleading only by leave of court or by written consent of the adverse party; and leave shall be freely given when justice so requires. In construing this Rule, the Supreme Court has observed: If the underlying facts or circumstances relied upon by a plaintiff may be a proper subject of relief, he ought to be afforded an opportunity to test his claim on the merits. In the absence of any apparent or declared reasons -- such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, futility of amendment, etc. -- the leave should, as the rules require, be “freely given.” Foman v. Davis, 371 U.S. 178, 182 (1962); see also, Roberson v. Hayti Police Dept., 241 F.3d 992, 995 (8th Cir. 2001); Thompson-El v. Jones, 876 F.2d 66, 67 (8th Cir. 1989). However, where, as here, the deadline for the amendment of pleadings has expired, the propriety of a Motion for leave to amend “is most properly considered within the framework of Rule 16(b), Federal Rules of Civil Procedure.” Alholm v. American S.S. Co., 167 F.R.D. 75, 77 (D. Minn. 1996). The requirements of Rule 16(b), Federal Rules of Civil Procedure, have been summarized as followings: Rule 16(b), Federal Rules of Civil Procedure, provides that a Scheduling Order “shall not be modified except upon a showing of good cause and by leave of the district judge or, when authorized by local rule, by a magistrate judge.” The “good cause” standard is an exacting one, for it demands a demonstration that the existing schedule “cannot reasonably be met despite the diligence of the party seeking the extension.” Rule 16(b), Federal Rules of Civil Procedure, Advisory Committee Notes -- 1983 Amendment; see also, Julian v. Equifax Check Services, Inc., 178 F.R.D. 10, 16 (D. Conn. 1998). It hardly bears mentioning therefore, that “carelessness is not compatible with a finding of diligence and offers no reason for a grant of relief.” Johnson v. Mammoth Recreations, Inc., 975 F.2d 604, 609 (9th Cir. 1992). Nor does the question of good cause turn on the existence or absence of prejudice to the non-moving party. Luigino’s Inc. v. Pezrow Cos., [178 F.R.D. 523], at 525 [ (D. Minn. 1998) ]. Scheidecker v. Arvig Enterprises, Inc., 193 F.R.D. 630, 631 (D. Minn. 2000), quoting Archer Daniels Midland v. Aon Risk Services, Inc., 187 F.R.D. 578, 581-582 (D. Minn. 1999).[4] The Eighth Circuit has soundly corroborated that Rule 16(b) provides the appropriate standard for Motions to Amend that arise after the deadline for such Motions has expired, by stating as follows: *5 It is true that the Federal Rules are usually liberally construed to permit parties to amend pleadings, add additional parties and to similarly control the pace of litigation. See, e.g., Hopkins v. Saunders, 199 F.3d 968, 974 (8th Cir. 1999), cert. denied, 531 U.S. 837, 121 S.Ct. 176, 148 L.Ed.2d 121 (2000); Gray v. Bicknell, 86 F.3d 1472, 1481 (8th Cir. 1996). As regards case management orders, however, the Federal Rules set a less forgiving standard. Federal Rule of Civil Procedure 16(b) specifies that such an order “shall not be modified except upon a showing of good cause and by leave of the district judge.” Thus, a moving party must first make the requisite showing. Even then the district court retains discretion as to whether to grant the motion. As a vehicle designed to streamline the flow of litigation through our crowded dockets, we do not take case management orders lightly, and will enforce them. In re Milk Prods. Antitrust Litig., 195 F.3d 430, 437 (8th Cir. 1999), cert. denied sub nom Rainy Lake One Stop, Inc. v. Marigold Foods Inc., 529 U.S. 1038, 120 S.Ct. 1534, 146 L.Ed.2d 348 (2000). Bradford v. DANA Corp., 249 F.3d 807, 809 (8th Cir. 2001); see also, Marmo v. Tyson Fresh Meats, Inc., 457 F.3d 748, 759 (8th Cir. 2006)(“Adherence to progression order deadlines is critical to achieving the primary goal of the judiciary: ‘To serve the just, speedy, and inexpensive determination of every action.’ ”), quoting Rule 1, Federal Rules of Civil Procedure. As was expressed, in Rouse v. Farmers State Bank of Jewell, 866 F. Supp. 1191, 1198 (N.D. Iowa 1994): A scheduling order is an important tool in controlling litigation. Jochims v. Isuzu Motors, Ltd., 145 F.R.D. 507, 510 (S.D. Iowa 1992). A magistrate judge’s scheduling order “is not a frivolous piece of paper, idly entered, which can be cavalierly disregarded by counsel without peril.” Gestetner Corp. v. Case Equip. Co., 108 F.R.D. 138, 141 (D. Me. 1985). Scheduling Orders have become increasingly critical to the district court’s case management responsibilities because “[i]t is well known that we litigate these days under the burden of heavy caseloads and clogged court calendars.” Id. The Court also noted that “the flouting of discovery deadlines causes substantial harm to the judicial system.” Id., citing Geiserman v. MacDonald, 893 F.2d 787 (5th Cir. 1990). Accordingly, “[w]e doubt that it can be seriously questioned that ‘[a]dherence to reasonable deadlines is * * * critical to maintaining integrity in court proceedings.’ ” Alholm v. American S.S. Co., supra at 79, quoting Rouse v. Farmers State Bank of Jewell, supra at 1199. 2. Legal Analysis. The Plaintiffs maintain that the good cause standard has been satisfied, as the Defendants’ general ledger was the “only evidence showing the flow of funds into and out of AMC during the corporate existence of AMC, and this General Ledger was not provided to ev3 until after the discovery deadline had passed.” Plaintiffs’ Supplemental Memorandum, at p. 11 [emphasis in original]. In addition, the Plaintiffs contend that the “Court’s recommendation to amend the Complaint because it disagreed with the law cited by ev3 constitutes good cause under Rule 16(b).” Id. at p. 13. The Defendants dispute those assertions, and argue that the Plaintiffs “had sufficient knowledge as far back as October of 2005 to amend the Complaint, but deliberately chose not to do so,” see, Defendants’ Response to Plaintiffs’ Supplemental Memorandum, Docket No. 167, at p. 1, and urge that a misinterpretation of the applicable law does not excuse the Plaintiffs’ delay in seeking to add CIDCO, and EastSky, at this late date. We agree with the Defendants, that the Plaintiffs were well aware of the facts which undergirded any potential claims against EastSky and CIDCO, at the time of MacDonald’s deposition. This conclusion is evident from their express references to the allegedly improper transfer of funds between AMC, MacDonald, CIDCO, and EastSky, in their Memorandum in Support of their first Motion for Leave to Amend, which was filed on November 29, 2005, see, Plaintiffs’ Memorandum in Support of First Motion to Amend, at p. 4, as well as from their express reference to CIDCO in their Amended Complaint, see, Amended Complaint, at ¶¶47-48. Given their apparent knowledge of the assertedly fraudulent transfers on that early date, which was several months before their second Motion to Amend, it is unconvincing for the Plaintiffs to maintain that they were unaware that the Defendants, and in particular, that CIDCO, was potentially a proper party to this dispute until their full analysis of the electronic version of the general ledger was complete. *6 Instead, the Plaintiffs elected to forego their claims against CIDCO, and EastSky, at that earlier time, and their new found interest in altering their litigation strategy, at this late date, does not provide the requisite good cause necessary to deviate from the pretrial Scheduling Order. See, Smith v. Tenet Healthsystem SL, Inc., 436 F.3d 879, 887 (8th Cir. 2006)(finding no abuse of discretion when “[t]he district court denied [the plaintiff’s motion for leave to file a third amended complaint], explaining that it was untimely because Smith knew about this physical therapy issue as early as May 2003 but did not file a motion to amend until almost six months later * * * [and,] eleven months after the district court’s amendment deadline.”); Moses.com Securities, Inc. v. Comprehensive Software Systems, Inc., 406 F.3d 1052, 1066 (8th Cir. 2005)(affirming denial of untimely motion to amend pleadings to includes several new parties when plaintiff was aware of the parties’ alleged involvement with their pled causes of action); cf., Davis v. City of St. John, 182 Fed. Appx. 626, 627 (8th Cir. 2006)(denying appeal of Court’s refusal to allow untimely Motion to Amend, when “[a]lmost all of the information that the [plaintiffs] sought to add to their complaint had been in their possession well before the suit began, and yet they did not seek its inclusion until after the parties had completed discovery and the defendants had moved for summary judgment.”). This is especially true when the decision to add additional parties comes some fourteen (14) months after the applicable deadline had passed, and more than nine (9) months had elapsed after the Court had permitted one untimely amended pleading. Under Eighth Circuit precedent, “[t]o establish good cause, a party must show its diligence in attempting to meet the progression order.” Marmo v. Tyson Fresh Meats, Inc., supra at 759, citing Bradford v. DANA Corp., supra at 809; see also, Rahn v. Hawkins, 464 F.3d 813, 822 (8th Cir. 2006)(“The primary measure of good cause is the movant’s diligence in attempting to meet the order’s requirements.”), citing Bradford v. DANA Corp., supra at 809. In urging their due diligence, the Plaintiffs rely on the assertedly late production of the electronic general ledger, and they maintain that the analysis of that ledger provides the “only evidence documenting the flow of funds from CIDCO and East Sky to AMC and from AMC to CIDCO and Eas[t] Sky,” see, Plaintiffs’ Memorandum of Law in Support, at pp. 11-12. As a consequence, the Plaintiffs urge that the delay created by the Defendants furnishes the Plaintiffs with good cause to amend their Amended Complaint at this juncture. However, the Plaintiffs have not added any additional factual detail, as a result of their analysis of the general ledger, to the allegations of their proposed Second Amended Complaint. The entirety of the proposed substantive changes, other than the naming of CIDCO and EastSky as Defendants, is that MacDonald, in operating AMC, failed to keep corporate records and follow corporate formalities by “failing to document significant alleged business loans made to AMC, including loans made by CIDCO and EastSky,” instead of by “failing to document significant alleged business loans made by MacDonald Entities.” Compare, First Amended Complaint, at ¶26, with Plaintiffs’ Proposed Second Amended Complaint, at ¶22. The Plaintiffs now contend that CIDCO and EastSky are facades, and that they failed to comply with corporate formalities. See, Plaintiffs’ Proposed Second Amended Complaint, at ¶¶27-28. Such “revelations” were plainly known to the Plaintiffs when they filed their first Motion to Amend and, while the analysis of the general ledger potentially provides further proof to corroborate their claims, its assertedly late production does not warrant granting their Motion to leave. See, Barstad v. Murray County, 420 F.3d 880, 883 (8th Cir. 2005)(finding absence of good cause supported denial of party’s Motion to amend, noting that, “[w]hile the County did not timely comply with some discovery requests, the Barstads knew of the claims they sought to add when they filed the original complaint in July 2002 [, and] * * * the claims did not hinge on the concluding depositions.”); Knoth v. Smith & Nephew Richards, 195 F.3d 355, 358 (8th Cir. 1999)(finding no error in district court’s denial of party’s Motion to amend, which had argued that “the lateness of [the] motion for leave to amend was due to discovery delays on the part of the defendant.”). *7 Given these circumstances, the Plaintiffs have failed to demonstrate how the facts needed to plead -- not prove by a preponderance of the evidence -- their proposed cause of actions against CIDCO and EastSky were not known to them before the expiration of the deadline for amending their Amended Complaint. Moreover, we are not persuaded that any apparent inconsistency, between MacDonald’s testimony and the Plaintiffs’ analysis of the general ledger, establishes the requisite “good cause” to amend the Pretrial Scheduling Order, so as to allow the Plaintiffs to amend their First Amended Complaint at this time. In passing, we note that the Plaintiffs argument, concerning the late discovery responses, is further undermined by their exclusion of that argument in their initial filings, or at the Hearing, as they have only advanced that argument after we pointedly inquired as to the good cause which would excuse their untimely Motion to Amend. Of course, we are mindful that the District Court advised the Plaintiffs that it would be beneficial to them to add CIDCO and EastSky as parties to this case, as that joinder might assist them in any attempt to pierce AMC’s corporate veil. However, the Plaintiffs previously represented that the decision not to include the CIDCO and EastSky, in either of its previous pleadings, was a tactical, strategic choice, based upon their interpretation of the governing law. See, Plaintiff’s Memorandum in Support of Second Motion to Amend, Docket No. 143, at p. 3 (“Despite the connected nature of AMC, CIDCO, EastSky and MacDonald, Plaintiffs did not previously include CIDCO or EastSky as defendants in this litigation because the published decisions suggested that CIDCO and EastSky were not necessary parties to this litigation.”), citing Vertue, Inc. v. Meshkin, 429 F. Supp. 2d 479, 505 (D. Conn. 2006). Now, however, the Plaintiffs have reshaped their strategy -- ostensibly when the District Court apprised them of an apparent shortcoming in their earlier strategic approach. Without more -- mere disillusionment with a tactical choice, which was previously made, does not constitute the good cause required by Rule 16(b), or else, the mandate of Rule 1 becomes metaphysical at best. While we admire the dedication to try and try and try again, until success may be reached, such determination does not excuse a lack of diligence in the first or second instance, so as to pursue a third. To allow an amendment of the pleadings, after the deadline for amendments, simply requires a showing of good cause, and here, the Plaintiffs have failed to identify any reason why the proposed amended claims could not have been asserted in the original, or First Amended Complaint, and their failure to investigate whether CIDCO and/or EastSky might be liable equally fails to establish good cause. See, Mauzy v. Edward Kramer & Sons, 2004 WL 611127 at *12 (D. Minn., March 4, 2004)(finding that the failure to pursue the investigation of a particular defense does not establish “good cause” for an untimely amendment to plead the new defense); see also, Advisory Committee Notes to 1983 Amendment of Rule 16(b), Federal Rules of Civil Procedure (“[T]he court may modify the schedule on a showing of good cause if it cannot be reasonably met despite the diligence of the party seeking the extension.”). Furthermore, “[g]ranting leave to amend to add new [parties] at such a late date would * * * result[ ] in a need for further discovery * * * and extended delay.”[5] See, Sweat v. City of Fort Smith, Arkansas, 265 F.3d 692, 698-99 (8th Cir. 2001), citing In re Milk Prods. Antitrust Litigation, 195 F.3d 430, 438 (8th Cir. 1999), cert. denied, 529 U.S. 1038 (2000). *8 In sum, since we find that the Plaintiffs have failed to establish “good cause” to modify the deadlines contained in the Pretrial Scheduling Order, their Motion for leave to file a proposed Second Amended Complaint is denied. NOW, THEREFORE, It is -- ORDERED: 1. That the Plaintiffs’ Second Motion to Amend the Complaint [Docket No. 141] is DENIED. 2. That the Plaintiffs’ Motion to Strike the Defendants’ Response to the Plaintiffs’ Second Motion to Amend [Docket No. 150] is DENIED. Footnotes [1] There is some confusion in the Record as to whether the proper Defendant is AMC, or an entity known as Advanced Medical China Hong Kong Ltd (“AMCHK”). At the previous Hearing on the parties’ cross-Motions for Summary Judgment, the District Court, the Honorable Patrick J. Schiltz presiding, noted that “[t]he evidence, it seems to me, is overwhelming that the reference to Advanced Medical China Hong Kong was simply a misnomer, that the parties understood and intended the contract to bind AMC and not some separate corporation named AMCHK,” and that, “[i]n other words, I find that the contract was not signed on behalf of the fictitious corporation AMCHK, but rather on behalf of a real corporation AMC that simply had been misnamed.” See, Transcript of Motions Hearing, Docket No. 161, at p. 49, ll. 16-23. [2] Many of the issues, which were raised at the Hearing, were not thoroughly briefed, and therefore, we directed the parties to supplement their arguments with additional briefing. The Court has since received those supplemental filings, and has given those arguments full consideration in resolving the issues before us. [3] D. Minn. LR7.1(a)(1) provides that “[n]o motion shall be heard by a Magistrate Judge unless the moving party files pursuant to LR 5.2 and serves the following documents at least 14 days before the hearing,” and then lists the documents required to be filed. Notably, the Rule also makes plain that “Hearings may be scheduled by contacting the calendar clerk of the appropriate Magistrate Judge.” D. Minn. LR7.1 (a). Plainly, once a Hearing date is secured from the calendar clerk, then the Motion papers can be filed, fourteen (14) days in advance of the Hearing, which sets into play the sequencing of any responsive briefs, as provided by D. Minn. LR7.1(a)(2), so as to require a response to the Motion “at least 7 days prior to the hearing.” [4] Local Rule 16.3 serves to reinforce the need for a party to show good cause, when seeking to extend the deadline for amending the pleadings. The Advisory Committee Notes to Local Rule 16.3 explain that the Rule is “* * * intended to discourage modifying pretrial schedules unless good cause has been shown.” Local Rule 16.3, Advisory Committee Notes. [5] Although Bradford v. DANA Corp., 249 F.3d 807, 809 (8th Cir. 2001), suggests that good cause, and not prejudice to the opposing party, governs belated attempts to amend a pleading, the Courts recognize that “[a] district court may also consider the existence or degree of prejudice to the party opposing the modification.” Rahn v. Hawkins, 464 F.3d 813, 822 (8th Cir. 2006). To allow this case to return to its infancy, because of the Plaintiffs’ oversight in not joining additional parties earlier, raises the daunting specter that the newly joined parties will want to engage in their own discovery, even as to witnesses who were deposed in the past. While the Plaintiffs could urge that, as purported “alter egos,” the newly joined parties should not have that right of discovery, absent a compelling demonstration, that they are “alter egos” as a matter of law, we seriously doubt that their due process rights, including reasonable access to discovery, can be so constricted. The potential for prejudice to the Defendants would appear palpable.