Magistrate Judge Steven Gold
Under its contract with GFE, ECI would sell and ship certain machinery to GFE. Relying on their apparent authority to act for GFE, ECI delivered the bill of lading to Trilini and Katsnelson, who falsely represented themselves to be GFE’s agents. Despite acknowledging its delivery of the lading bill to Trilini and Katsnelson, ECI contended it cooperated with GFE to retrieve it and take appropriate action against them. In a Dec. 26, 2012, stipulation GFE agreed that prior to July 23, 2010, ECI properly relied on Trilini’s and Katsnelson’s apparent authority to act as GFE’s agents. District court denied, as futile, GFE’s motion to amend its complaint against ECI so as to add claims for breaches of contract and of the implied covenant of good faith and fair dealing. GFE pointed to no contractual provision that ECI breached or to any authority that ECI was contractually obligated to rectify the situation created by its tender of the lading bill to agents with apparent, but not actual, authority. Further, the proposed implied covenant breach claim duplicated GFE’s contract breach claim. Both were based on the same set of facts and sought identical relief.
