Byers, et al. v. Bull, et al.

MEMORANDUM DECISION AND ORDER - 1
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF IDAHO
DAVID BYERS, a Utah resident; DARREL
BYERS, a Utah resident; DALE BYERS; a
Utah resident; and DOYLE BYERS, a Utah
resident,
Plaintiffs,
v.
LARRY BULL, individually and as Trustee
of the Delbert Parker Revocable Trust, D.A.
DAVIDSON & CO., a Montana
corporation, THOMAS J. HOLMES,
individually and as shareholder of Beard, St.
Clair Gaffney, PA, and as shareholder and
president of L. Jones, Chartered PA, an
Idaho resident; L. JONES, CHARTERED,
PA, an Idaho professional services
corporation; BEARD ST. CLAIR
GAFFNEY PA, an Idaho professional
services corporation,
Defendants.
Case No. 4:23-cv-00494-DCN
MEMORANDUM DECISION
AND ORDER
I. INTRODUCTION
Before the Court is Plaintiffs’ Motion for Leave to File Second Amended Complaint.
Dkt. 76. Plaintiffs David, Darrel, Dale, and Doyle Byers seek leave to add factual
allegations to the complaint and to expand the scope of their request for declaratory
judgment. Id. at 2. Defendants oppose the Motion on timeliness grounds, arguing Plaintiffs’
Motion does not satisfy the “good cause” standard employed when a motion to amend is
filed after the scheduling order’s time for amendment has passed. Dkt. 78, at 2; see Fed. R.
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Civ. P. 16(b). Because the Byers brothers could not have reasonably anticipated the need
to engage in self-dealing-related discovery, and for the reasons which follow, the Court
GRANTS Plaintiffs’ Motion.1
II. BACKGROUND
Plaintiffs David Byers, Darrell Byers, Dale Byers, and Doyle Byers (collectively,
the “Byers”) are brothers. The Byers’ grandfather, Delbert Parker, created the Delbert
Parker Revocable Trust (the “Trust”) in 2004. Defendants are the advisors and trustees who
counseled Parker (and his successors) regarding the Trust and administered its assets. The
Byers brothers allege that the Trust initially named their father, Harvey Byers, as a primary
beneficiary. Upon Harvey’s death, his beneficial interest was originally to pass to his
issue—i.e., the Byers brothers—by representation. Because the original trust entitled
Harvey to receive $15,000/year for life out of a beneficial interest worth roughly $750,000,
the Byers brothers stood to receive a substantial portion of the Trust’s value upon their
father’s death.
That changed in late 2009. The Byers brothers allege that, on the Defendants’
advice, Harvey and his co-beneficiary Sandie Schmidt amended the Trust by agreement.
Under the 2009 amendment, Harvey received a $100,000 lump sum distribution followed
by $50,000/year for life, with his beneficial interest to pass first to his spouse and then to
1 Upon review, the Court finds that the facts and legal arguments are adequately presented, and the
decisional process would not be significantly aided by oral argument. Accordingly, the Court will decide
the motion without oral argument. Dist. Idaho Loc. Civ. R. 7.1(d)(1)(B).
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his issue. Thus, by the time Harvey passed in 2022, his beneficial interest in the Trust was
empty.
The 	Byers 	brothers 	learned 	the 	details 	of 	the 	Trust’s 	provisions—and 	the
amendment—for the first time after their father died. 	They subsequently filed this suit,
alleging that the 2009 amendment violated Idaho law, that the Defendants violated
professional and equitable duties related to the 2009 amendment and the subsequent
administration of the Trust, and that Defendants thus owe the Byers brothers the value they
would have received under the Trust had it been administered under its original terms plus
punitive damages.
After they filed the original complaint, the Byers brothers sought leave to file an
Amended Complaint. Dkt. 32. The Court granted leave, Dkt. 38, and the Byers brothers
filed the operative First Amended Complaint at Dkt. 40. The parties subsequently
cooperated in filing several amended scheduling orders, Dkts. 39; 46; 67; 74, which the
Court granted. Dkts. 42; 47; 68; 75. By the operative scheduling order at the time the instant
motion was filed, however, the deadline for amendment of pleadings had not changed since
the initial scheduling order: May 24, 2024.
In October 2024, the Byers brothers received additional discovery from Defendant
Thomas Holmes. Based on that discovery, at Holmes’s December 2024 deposition the
Byers brothers pursued lines of questioning regarding the trustee, Larry Bull, and Bull’s
handling of Trust assets. Based on the Holmes deposition, the Byers brothers now believe
that Bull (possibly with the assistance of other defendants) took out loans from the trust in
the name of his single-member LLC, Ultimate 70, LLC.
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The instant motion was filed on March 12, 2025. Dkt. 76. Defendants responded,
arguing that the motion was untimely and futile. Dkt. 78; 79. The Byers brothers have
replied. Dkt. 80.
The matter is ripe for review.
III. LEGAL STANDARD
When the Court’s deadline for amending pleadings and joining parties has passed,
a party seeking leave to amend his complaint must show “good cause” for amendment
pursuant to Federal Rule of Civil Procedure 16(b). Johnson v. Mammoth Recreations, Inc.,
975 F.2d 604, 608 (9th Cir. 1992). Rule 16(b)’s “good cause” standard primarily considers
the diligence of the party seeking amendment. Id. at 609. Although prejudice to the
opposing party may also be considered, the focus of the inquiry is on the movant's reason
for seeking amendment. Id. “If that party was not diligent, the inquiry should end.” Id.
If a party seeking amendment establishes good cause pursuant to Rule 16(b), that
party must then demonstrate that amendment is proper under Rule 15(a). Id. at 608. Rule
15(a)’s liberal amendment policy focuses on prejudice to the opposing party and the bad
faith, if any, of the party seeking leave to amend. Id. at 609.
IV. DISCUSSION
A. Rule 16(b) Good Cause
The Byers brothers’ proposed amendments primarily concern a new claim for undue
influence against Larry Bull. Dkt. 76-1, at ¶¶ 25–36; 57–65; 80–87; 111(j). Defendants2
2 Defendant Larry Bull did not file an opposition to the Second Motion to Amend.
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oppose the Motion on the grounds that it is untimely under the Court’s scheduling order.
The Byers brothers argue they can show good cause for relief from the scheduling order
because the motion to amend arises out of facts that were discovered after the time for
amendment had passed. Dkt. 77, at 4–6.
The Byers brothers’ motion to amend was filed out of time; thus, they must satisfy
Rule 16(b)’s “good cause” test for relief from a scheduling order before the Court considers
whether it satisfies Rule 15(a)’s requirements for permitting amendment. “[T]he focus of
the good cause inquiry is whether the moving party could not reasonably meet the
established timeline in a scheduling order despite the party’s diligence.” Sierra Club v. City
of Boise, 2024 WL 5054815, at *2 (D. Idaho Dec. 9, 2024) (citation modified). “If a party
does not learn of information necessary to amend its complaint until after the scheduling
order deadline, no amount of diligence would allow the party to seek amendment before
the expiration of the deadline.” Pinnacle Great Plains Operating Co., LLC v. Wynn
Dewsnup Revocable Tr., 2015 WL 759003, at *4 (D. Idaho Feb. 23, 2015) (citation
modified). “But the threshold question is when Plaintiffs first knew or should have known
of the potential claim.” Simplot Livestock Co. v. Sutfin Land & Livestock, 2018 WL 563142,
at *5 (D. Idaho Jan. 25, 2018).
The Byers brothers could not have complied with the scheduling order through the
exercise of due diligence because their self-dealing claims are sufficiently different from
their underlying claims that they did not know, nor should they have known, about them
until after the deadline to amend had passed. The bulk of the proposed amendments concern
allegations that Bull used his position as trustee to obtain loans from the Trust. In briefing,
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the Byers brothers explain that the new allegations arose from facts learned at Thomas
Holmes’s deposition, held on December 11, 2024—almost seven months after the deadline
for amendment. Dkt. 80, at 4. The Byers brothers’ claims related to Ultimate 70 are so
fundamentally different from their pre-amendment case that they could not have been
reasonably expected to account for their possibility in scheduling pre-deadline discovery.
The Complaint and First Amended Complaint allege breaches of the duty of impartiality
that plausibly explain why the Trust was empty by the time Harvey died; nothing on the
face of the complaints suggest that the Byers brothers should have suspected self-dealing
as well. Because the Byers brothers were not on reasonable notice that they should
investigate whether Bull engaged in self-dealing, no amount of diligence would have
enabled them to comply with the scheduling order.
Defendants argue the Byers brothers were not diligent because they failed to learn
about the alleged self-dealing at three different opportunities: when they deposed Bull in
February 2024 (Dkt. 78, at 3); when they received “almost all” the responsive documents
related to Holmes by April 2024 (Dkt. 79, at 3); and when the Byers brothers chose not to
depose Holmes until December 2024 (Dkt. 78, at 3). However, none of Defendants’ alleged
missed opportunities precludes a finding of good cause.
While the Byers brothers did depose Bull in February of 2024, nothing in his
responses would have put them on notice to ask about self-dealing.3 Although Holmes
3 The Byers brothers assert that the February deposition was a short, agreed-to preservation deposition taken
out of concern for Bull’s age and mental state. Dkt. 80, at 3. If the Byers brothers’ characterization is
(continued)
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turned over 271 pages of discovery responses by April 2024, the documents which
ultimately led to the line of questioning revealing the self-dealing claim were not turned
over until October 2024 (in a disclosure totaling 330 pages). Dkt. 80, at 3. And while the
Byers brothers did wait until December 2024 to depose Holmes, the delay is largely
attributable to Holmes’s schedule (as he was out of the country from May to September)
and the Byers’ desire to depose him after all responsive documents were disclosed and
other discovery conflicts were resolved by the Court. Dkt. 80, at 4. Moreover, as explained
above, the Byers brothers had no reason to expect that Holmes’s deposition would result in
new claims until October 2024, when they received the final discovery disclosure and well
after the deadline to amend the pleadings had passed. The Byers brothers’ failure to identify
the self-dealing claim sooner was not through a lack of due diligence.
The Court, therefore, finds that good cause exists to grant relief from the scheduling
order.
B. Rule 15(a) Leave to Amend
If a party seeking amendment establishes good cause pursuant to Rule 16(b), that
party must then demonstrate that amendment is proper under Rule 15(a). Barden v.
Goodsell, 2022 WL 11734742, at *3 (D. Idaho Oct. 20, 2022) (citing Johnson, 975 F.2d at
608). Rule 15(a)’s policy—which requires courts to grant leave to amend “freely” as justice
so requires—must be applied “with extreme liberality.” Eminence Cap., LLC v. Aspeon,
accurate, that fact would further support a finding of diligence. Asking questions regarding Bull’s handling
of Trust assets, without any factual basis for suspecting self-dealing, would have violated the scope of the
deposition and almost certainly drawn an appropriate fishing-expedition objection. To the extent the scope
of the February deposition was limited by the parties’ agreement, the Byers brothers were diligent
notwithstanding their failure to investigate self-dealing at that time.
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Inc., 316 F.3d 1048, 1051 (9th Cir. 2003). The Supreme Court has outlined factors for
courts to use in determining whether to grant a motion to amend, including: “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.” Foman v. Davis, 371 U.S. 178, 182
(1962). The most important factor is whether amendment will prejudice the opposing party.
Eminence Cap., 316 F.3d at 1052. The party opposing amendment bears the burden of
showing prejudice. Id.
For the same reasons the Court concludes the Byers brothers have shown good cause
for relief from the scheduling order, the Court finds that the motion to amend is not
hampered by undue delay, bad faith, or dilatory motive on the part of the movant. Nor does
this Motion seek to cure deficiencies that the Byers brothers have repeatedly tried and
failed to cure. Thus, the Court will focus its analysis on whether the amendments would be
prejudicial or futile. Defendants argue the amendments are unduly prejudicial because fact
discovery is nearly closed (Dkts. 78, at 5; 79, at 4).
Although the parties note the Motion was filed ten months after the deadline to
amend passed and a month before the close of fact discovery, the dispositive motion
deadline is currently still several months away, Dkt. 109, and fact discovery did not
ultimately close until over five months after the instant Motion was filed, Dkt. 89.
Importantly, the party subject to the greatest discovery burden as a result of the
amendments—Larry Bull—did not oppose the Motion to Amend. Indeed, Magistrate Judge
Deborah Grasham has issued discovery orders in this case pertaining to Bull’s alleged self-
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dealing as recently as January 28, 2026. Dkt. 110. Thus, the Court finds that Defendants
have failed to show the amendment would be unduly prejudicial due to its timing.
Finally, Defendants argue that the amendments are futile (Dkts. 78, at 4; 79, at 4–
7). “When a motion to amend is opposed on the grounds that amendment would be futile,
the standard of review in considering the motion is akin to that undertaken by a court in
determining the sufficiency of a complaint which is challenged for failure to state a claim
under the Federal Rules of Civil Procedure, Rule 12(b)(6).” Arbon Valley Solar LLC v.
Thomas & Betts Corp., 2017 WL 5613009, at *3 (D. Idaho Nov. 21, 2017) (citation
modified). “An amendment is futile when no set of facts can be proved under the
amendment to the pleadings that would constitute a valid and sufficient claim or defense.”
Missouri ex rel. Koster v. Harris, 847 F.3d 646, 656 (9th Cir. 2017) (citation modified).
D.A. Davidson argues the amendments as to it are futile because the evidence
indicates Bull was acting independently from D.A. Davidson at the time of the alleged
misconduct. Dkt. 78, at 4. While D.A. Davidson can point to several pieces of evidence in
the record to support its contention, the Court does not look to the evidentiary record to
determine futility. See Missouri ex rel. Koster, 847 F.3d at 656. In determining futility, the
Court looks to the face of the complaint, id., and the Second Amended Complaint does not
show on its face that Bull was acting independently of D.A. Davidson at the time of the
alleged self-dealing. See Dkt. 76-1, at ¶ 19. If D.A. Davidson believes the evidence does
not support that allegation, it is free to move for summary judgment on the issue, but the
allegation at paragraph 19 appears facially plausible. See Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555 (2007); Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). The Second Amended
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Complaint would not, therefore, be futile as to D.A. Davidson.
The Attorney Defendants (Beard St. Clair, Holmes, and L. Jones, Chtd.) argue that
amendment would be futile (or, in the alternative, unduly prejudicial) as to them because,
in essence, the Byers brothers are overbroad in their pleadings. For Counts I (Breach of
Fiduciary Duty), III (Negligence), V (Civil Conspiracy) and VI (Aiding and Abetting a
Violation of Fiduciary Duties), they argue the Byers brothers cannot point to any new
evidence that they took money out of the Trust (or conspired with others to do so). Dkt. 79,
at 4–6. As to Counts II (Malpractice) and IV (Fraud), Attorney Defendants argue that the
Court in its prior order (Dkt. 64) already found they did not owe the Byers brothers an
attorney-client relationship sufficient to sustain a professional malpractice claim or fraud
claim. Dkt. 79, at 5–6. And as to Count VII (Declaratory Relief), they object in general to
the expansion of this case from one surrounding a breach of duties to a self-dealing case.
The Court does not believe that these claims are futile or unduly prejudicial. First,
a party citing newly discovered evidence to establish good cause for relief from a
scheduling order does not need to confine its amendments strictly to the newly discovered
evidence. New evidence constituting good cause is a reason to grant a party relief from a
procedural order. See Rule 16(b). Whether the amendment itself is appropriate, on the other
hand, is governed by the more liberal requirements of Rule 15(a). Logically, there must be
some nexus between the new evidence constituting good cause and the scope of
amendment, but so long as the new pleading is facially plausible and logically related to
the new evidence the connection is sufficient. See Twombly, 550 U.S. at 555; Iqbal, 556
U.S. at 678.
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Here, the new allegations are substantially related to the new evidence. The new
allegations all suggest that the Attorney Defendants are liable for their direct involvement
or cooperation in Bull’s alleged self-dealing, satisfying the nexus requirement. Whether or
not the claims will survive summary judgment, they are facially plausible. See id. Thus,
the amendments to Counts I, III, V, and VI are not futile. As to Dkt. 64, the Attorney
Defendants overread the Court’s opinion. The Court did not affirmatively find they owe
the Byers brothers no duty; rather, the Court found that such a duty was irrelevant to its
decision. Dkt. 64, at 9, 11–12 (hinting that Idaho case law suggests an attorney’s client is a
trustee rather than a beneficiary of a trust but ultimately declining to resolve the issue). 4
Thus, Counts II and IV are not futile in light of Dkt. 64. And although allowing amendment
entails some prejudice, insofar as any amendment expands the scope of the case somewhat,
Attorney Defendants have failed to carry their burden of showing the prejudice requires
denial of the Motion.
The Byers brothers have shown good cause for their failure to timely amend, and
Defendants have failed to show prejudice or futility sufficient to preclude amendment. The
Motion to Amend is, therefore, GRANTED.
V. CONCLUSION
While a party cannot seek relief from a scheduling order based on their late
discovery of known unknowns, a party can point to unknown unknowns to show good cause
4 While the Court rejects the Attorney Defendants’ position that it has already decided whether they owe a
fiduciary duty to the Byers brothers, the Court does so without prejudice to Attorney Defendants’ right to
raise that argument in a subsequent motion to dismiss or for summary judgment.
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under Rule 16(b). Here, the existence of a self-dealing claim was an unknown unknown
prior to Holmes’s deposition. Because the Holmes deposition occurred after the deadline
to amend the pleadings passed, the Byers brothers could not have moved to amend within
the deadline through the exercise of due diligence. Moreover, the Motion to Amend is
neither futile nor unduly prejudicial under Rule 15(a).
VI. ORDER
ACCORDINGLY, IT IS HEREBY ORDERED:
1. Plaintiffs’ Motion for Leave to File Second Amended Complaint (Dkt. 76) is
GRANTED.
2. Plaintiffs shall file a clean copy of their Second Amended Complaint within seven
days of the entry of this order.
3. Fact discovery is hereby reopened for a period of 90 days from the date of the
entry of this order for the limited purpose of addressing issues raised for the first
time in the Second Amended Complaint.
DATED: February 2, 2026
_________________________
David C. Nye
U.S. District Court Judge
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