JET Systems LLC v. J.F. Taylor

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
:
JET SYSTEMS, LLC
:
v. 	: 	Civil Action No. DKC 24-1628
:
J.F. TAYLOR, INC.
:
MEMORANDUM OPINION
Presently pending and ready for resolution in this copyright
infringement 	and 	breach 	of 	contract 	case 	is 	the 	motion 	for 	leave
to file a second amended complaint filed by Plaintiff JET Systems,
LLC 	(“Plaintiff” 	or 	“JET”). 	(ECF 	No. 	41). 	The 	issues 	have 	been
briefed, 	and 	the 	court 	now 	rules, 	no 	hearing 	being 	deemed
necessary. 	Local 	Rule 	105.6. 	For 	the 	following 	reasons, 	the
motion will be denied.
I. 	Background
The 	full 	factual 	background 	is 	set 	forth 	in 	the 	court’s
September 	17, 	2025, 	memorandum 	opinion. 	(ECF 	No. 	35, 	at 	1–11).
In short, Plaintiff was the subcontractor of prime contractor J.F.
Taylor, Inc. (“Defendant” or “JFTI”) on a government contract with
the U.S. Navy regarding the NAVAIR PMA-209 Air Combat Electronics
Program 	Office 	(“PMA-209”) 	Mission 	Computer 	Adjunct 	Processor
(“MCAP”) Program and its Multi-Use Laboratory Environment (“MULE”)
team. 	(See ECF No. 19 ¶¶ 11–16, 25). 	As its contribution to the
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program, 	Plaintiff 	provided 	its 	Adaptive 	Layer 	Framework 	(“ALF”)
software 	on 	a 	CD 	directly 	to 	PMA-209/MULE, 	rather 	than 	to
Defendant, evidently out of secrecy concerns. 	(See id. ¶¶ 11, 23,
43). 	PMA-209/MULE 	determined 	the 	software 	to 	be 	deficient 	and
issued a letter of concern, (Id. ¶ 29), which Defendant then found
to 	constitute 	breach 	by 	JET 	of 	its 	contract 	with 	Defendant, 	(Id.
¶ 	30). 	Defendant 	did 	not 	pay 	JET 	and 	ultimately 	terminated 	the
contract on December 9, 2022. 	(Id. ¶¶ 31–32). 	The Navy delivered
the 	CD 	to 	Defendant, 	rather 	than 	returning 	it 	directly 	to
Plaintiff, on or around February 21, 2023, and Defendant returned
the 	CD 	to 	Plaintiff 	on 	or 	around 	February 	27, 	2023. 	(Id. 	¶ 	34).
Plaintiff 	then 	sued 	Defendant, 	asserting 	five 	counts: 	Count 	I
(Copyright 	Infringement), 	Count 	II 	(Defend 	Trade 	Secrets 	Act
violation), 	Count 	III 	(Conversion), 	Count 	IV 	(Maryland 	Uniform
Trade 	Secrets 	Act 	violation), 	and 	Count 	V 	(Breach 	of 	Contract).
(ECF 	Nos. 	1 	(Complaint); 	19 	(Amended 	Complaint)). 	The 	court
dismissed 	Counts 	I-IV 	for 	failure 	to 	state 	a 	claim 	but 	did 	not
dismiss Count V. 	(ECF No. 35).
The 	court’s 	September 	17, 	2025, 	order 	provided 	Plaintiff
twenty-one 	days 	to 	move 	for 	leave 	to 	amend 	its 	complaint. 	(ECF
No. 	36 	¶ 	3). 	On 	October 	8, 	2025, 	Plaintiff 	moved 	for 	leave 	to
file 	a 	second 	amended 	complaint 	and 	attached 	its 	proposed 	second
amended complaint with a redline version in accordance with Local
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Rule 103.6. 	(ECF No. 41). 	Plaintiff seeks to amend Counts I, II
and 	IV 	and 	eliminate 	Count 	III.1 	Defendant 	opposed 	Plaintiff’s
motion 	on 	October 	22, 	2025. 	(ECF 	No. 	42). 	Plaintiff 	filed 	its
reply on October 30, 2025. 	(ECF No. 43).
II. 	Analysis
Fed.R.Civ.P. 	15(a)(2) 	provides 	that 	courts 	“should 	freely
give leave [to amend] when justice so requires.” 	Accordingly, the
United 	States 	Court 	of 	Appeals 	for 	the 	Fourth 	Circuit 	has
instructed 	that 	“leave 	to 	amend 	a 	pleading 	should 	be 	denied 	only
when 	the 	amendment 	would 	be 	prejudicial 	to 	the 	opposing 	party,
there has been bad faith on the party of the moving party, or the
amendment 	would 	be 	futile.” 	Johnson 	v. 	Oroweat 	Foods 	Co., 	785
F.2d 503, 509 (4 th Cir. 1986) (citing Foman v. Davis, 371 U.S. 178,
182 	(1962)). 	The 	parties 	do 	not 	address 	bad 	faith 	and 	dispute
only 	whether 	amendment 	would 	be 	prejudicial 	or 	futile. 	Although
amendment would not be prejudicial, Plaintiff’s failure to allege
new 	facts 	that 	cure 	the 	identified 	deficiencies 	in 	Counts 	I, 	II,
and IV render amendment futile.
1. 	Prejudice
“Prejudice is ‘often determined by the nature of the amendment
and its timing.’” 	Medline Indus., Inc. v. York Bldg. Prods. Co.,
1 Plaintiff makes no substantive amendment to Count V, which
was not dismissed by the prior ruling.
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702 	F.Supp.3d 	403, 	408–09 	(D.Md. 	2023) 	(quoting 	Laber 	v. 	Harvey,
438 F.3d 404, 427 (4 th Cir. 2006) 	(en banc)). 	The Fourth Circuit
offered 	a 	spectrum 	to 	consider: 	at 	one 	end, 	amendment 	is 	plainly
prejudicial if it asserts a new legal theory implicating new facts
shortly 	before 	trial, 	and 	at 	the 	other 	end, 	amendment 	is 	not
prejudicial 	if 	it 	asserts 	a 	new 	legal 	theory 	not 	implicating 	new
facts before discovery has even occurred. 	See Laber, 438 F.3d at
427. 	Importantly, “‘the time, effort, and money . . . expended in
litigating 	[a] 	case’ 	do 	not 	constitute 	‘substantial 	prejudice’
weighing 	against 	leave 	to 	amend.” 	Doe 	v. 	Mercy 	High 	Sch., 	Inc.,
No. 	23-cv-1184-JRR, 	2024 	WL 	4443076, 	at 	*3 	(D.Md. 	Oct. 	8, 	2024)
(quoting Best v. Newrez LLC, No. 19-cv-2331-GJH, 2020 WL 5513433,
at *8 (D.Md. Sep. 11, 2020)) (collecting cases).
Although 	Defendant 	focuses 	on 	futility 	of 	amendment, 	it
argues 	in 	a 	footnote 	that 	“it 	would 	also 	be 	prejudicial 	to 	allow
JET 	to 	amend 	once 	again.” 	(ECF 	No. 	42, 	at 	3 	n.2). 	As 	Defendant
sees 	it, 	Defendant 	“has 	already 	been 	forced 	to 	respond 	to 	two
deficient 	complaints 	with 	many 	of 	the 	same 	insufficient
allegations 	expending 	unnecessary 	time 	and 	resources 	. 	. 	. 	[and
it] 	should 	not 	be 	forced 	to 	do 	so 	a 	third 	time.” 	(Id.). 	On 	the
other 	hand, 	Plaintiff 	contends 	that 	amendment 	would 	not 	be
prejudicial because “it is early in the case and no discovery has
been 	conducted.” 	(ECF 	No. 	41-1, 	at 	4 	(citing 	Laber, 	438 	F.3d 	at
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427; 	Mercy 	High 	Sch., 	2024 	WL 	4443076, 	at 	*3)). 	Defendant
challenges 	Plaintiff’s 	reliance 	on 	Mercy 	High 	School, 	attempting
to 	distinguish 	it 	on 	the 	grounds 	that 	the 	plaintiff 	there 	was
seeking 	to 	file 	a 	second 	complaint 	as 	opposed 	to 	a 	third, 	the
proposed 	complaint 	there 	added 	two 	counts, 	and 	the 	proposed
complaint 	there 	“was 	specifically 	tailored 	to 	cure 	prior 	defects
with 	detailed 	factual 	support.” 	(ECF 	No. 	42, 	at 	3 	n.2 	(citing
Mercy High Sch., 2024 WL 4443076, at *4)).
Defendant’s 	argument 	is 	unpersuasive. 	As 	the 	Mercy 	High
School court explained and Plaintiff points out, “court[s] ha[ve]
rejected [the] argument that being required to respond to multiple
complaints 	constitutes 	prejudice.” 	Mercy 	High 	Sch., 	2024 	WL
4443076, at *3 (citing Best, 2020 WL 5513433, at *8); (ECF No. 43,
at 	2). 	In 	support, 	the 	court 	extensively 	discussed 	Terran
Biosciences, Inc. v. Compass Pathfinder Ltd., where the plaintiff
was 	seeking 	to 	file 	a 	third 	amended 	complaint 	and 	the 	court
rejected 	the 	defendant’s 	prejudice 	argument 	because 	“serially
amend[ing] complaints” is not prejudicial absent bad faith. 	Terran
Biosciences, Inc. v. Compass Pathfinder Ltd., No. 22-cv-1956-ELH,
2024 WL 449323, at *17 (D.Md. Feb. 6, 2024); Mercy High Sch., 2024
WL 	4443076, 	at 	*3–4. 	As 	noted, 	Defendant 	makes 	no 	allegation 	of
bad 	faith. 	Thus, 	requiring 	Defendant 	to 	expend 	additional 	time
and 	resources 	to 	respond 	to 	another 	amended 	complaint 	does 	not
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rise to the level of prejudice. 	No discovery has occurred yet in
this case, which reinforces the lack of prejudice.
Moreover, 	the 	fact 	that 	the 	complaint 	here 	asserts 	no 	new
counts does not indicate prejudice; if anything, it weighs against
prejudice. 	Finally, 	whether 	the 	new 	facts 	alleged 	are
“specifically 	tailored 	to 	cure 	prior 	defects” 	goes 	to 	futility
rather than prejudice.
2. 	Futility
“A 	proposed 	amendment 	is 	futile 	when 	it 	is 	‘clearly
insufficient or frivolous on its face.’” 	Save Our Sound OBX, Inc.
v. N.C. Dep’t of Transp., 914 F.3d 213, 228 (4 th Cir. 2019) (quoting
Johnson, 785 F.2d at 510). 	In Save Our Sound, the Fourth Circuit
further 	explained 	that 	“[a] 	proposed 	amendment 	is 	also 	futile 	if
the claim it presents would not survive a motion to dismiss.” 	Id.
(citing Perkins v. United States, 55 F.3d 910, 917 (4 th Cir. 1995)).
The parties dispute whether the Fed.R.Civ.P. 12(b)(6) standard of
review is the appropriate scrutiny to apply in the court’s futility
assessment. 	(See 	ECF 	No. 	43, 	at 	3). 	Judge 	Gallagher 	recently
explored the interplay between the standard of review for futility
and 	that 	for 	motions 	to 	dismiss: 	Although 	“it 	may 	be 	within 	the
trial 	court’s 	discretion 	to 	deny 	leave 	to 	amend 	when 	it 	is 	clear
that 	a 	claim 	cannot 	withstand 	a 	Rule 	12(b)(6) 	motion,” 	requiring
plaintiffs to meet the 12(b)(6) standard “would render superfluous
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the 	Fourth 	Circuit’s 	definition 	of 	a 	futile 	claim 	as 	one 	that 	is
‘clearly 	insufficient 	or 	frivolous 	on 	its 	face,’ 	and 	would 	run
contrary 	to 	the 	Fourth 	Circuit’s 	well-established 	‘policy 	to
liberally 	allow 	amendment.’” 	Yuxing 	v. 	Ameri-Asia 	LLC, 	No. 	23-
cv-2684-SAG, 2024 WL 4607424, at *2 (D.Md. Oct. 28, 2024) (citation
modified). 	In 	other 	words, 	Plaintiff 	is 	correct 	that 	the
appropriate 	scrutiny 	in 	a 	futility 	assessment 	can 	and 	perhaps
should be more forgiving than the 12(b)(6) standard. 	Amendment is
still 	futile, 	however, 	if 	the 	“proposed 	amendment 	. 	. 	. 	fails 	to
include allegations to cure defects in the original pleading.” 	6
Wright & Miller, Fed. Prac. & Proc. § 1487 (3 d ed. 2025); see also
Olekanma v. Wolfe, No. 15-cv-984-DKC, 2017 WL 4222630, at *7 (D.Md.
Sep. 22, 2017).
Plaintiff 	seeks 	to 	amend 	Counts 	I 	(Copyright 	Infringement),
II (Defend Trade Secrets Act violation), and IV (Maryland Uniform
Trade Secrets Act violation). 	Count I is predicated on Defendant’s
alleged 	copying 	of 	Plaintiff’s 	software, 	and 	Counts 	II 	and 	IV
center on Defendant’s alleged improper acquisition and disclosure
of 	Plaintiff’s 	software. 	(ECF 	No. 	19 	¶¶ 	54, 	58–59, 	70). 	The
earlier opinion dismissed Count I because Plaintiff did not explain
why “the PMA-209/MULE team necessarily copied the ALF software” or
why 	Defendant’s 	possession 	of 	the 	CD 	containing 	Plaintiff’s 	ALF
software 	necessarily 	means 	Defendant 	copied 	the 	software. 	(ECF
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No. 	35, 	at 	19). 	Moreover, 	“[n]othing 	in 	the 	amended 	complaint
suggest[ed] any facts showing Defendant copied the software, such
as a later misuse of the software by Defendant or any other party.”
(Id.). 	Likewise, 	the 	court 	dismissed 	Counts 	II 	and 	IV 	because
Plaintiff did “not specify how Defendant allegedly misappropriated
the 	trade 	secrets, 	but 	assuming 	that 	Plaintiff 	alleges 	the
misappropriation 	stems 	from 	the 	alleged 	copying,” 	the 	claims
failed for the same reasons as Count I. 	(Id. at 23).
Plaintiff 	highlights 	five 	relevant 	amendments, 	(ECF 	No. 	41-
1, 	at 	5), 	but 	none 	cures 	any 	of 	the 	defects 	identified 	in 	the
previous complaint.
First, 	Plaintiff 	adds 	that 	Defendant 	“w[as] 	aware 	of 	JET’s
position 	as 	a 	commercial 	competitor 	of 	JFTI 	and 	JET’s 	desire 	to
keep its proprietary ALF software from possession by JFTI.” 	(ECF
No. 41-3 ¶ 14). 	This addition, however, merely summarizes evidence
that was already in the record and does not explain the independent
legal significance of JFTI and JET’s status as competitors. 	(Id.
¶¶ 14, 24–26). 	It thus fails to ameliorate any prior deficiency.
Second, 	Plaintiff 	includes 	an 	additional 	paragraph
endeavoring 	to 	explain 	why 	the 	PMA-209/MULE 	team 	necessarily
copied 	the 	ALF 	software. 	The 	previous 	complaint 	noted 	that 	the
PMA-209/MULE team conveyed to JET that it “had successfully built
the 	JET-delivered 	ALF 	software 	in 	VxWorks.” 	(ECF 	No. 	19 	¶ 	27).
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Now, Plaintiff adds that because “VxWorks is a real-time operating
system that is necessarily separate from the computer environment
where the CD containing the Baseline ALF software and documentation
was 	installed,” 	the 	PMA-209/MULE 	team 	must 	have 	copied 	the 	ALF
software into the VxWorks operating system. 	(ECF No. 41-3 ¶ 31).
While the court appreciates Plaintiff’s explanation of VxWorks, it
does not address the court’s concern. 	Plaintiff does not explain
why 	such 	copying, 	if 	it 	did 	occur, 	was 	unauthorized, 	given 	that
the 	premise 	of 	Plaintiff’s 	involvement 	with 	PMA-209/MULE 	was 	the
provision 	of 	its 	ALF 	software 	and 	Defendant’s 	Prime 	Contract
required 	it 	to 	“integrate 	ALF 	into 	[PMA-209’s] 	MCAP 	software
environment.” 	(ECF 	No. 	19 	¶ 	39). 	As 	Kevin 	Pilkerton 	of 	PMA-
209/MULE 	communicated 	to 	JET: 	“The 	MULE 	team 	has 	made 	great
progress 	installing 	the 	delivered 	ALF 	software. 	We 	were
successfully 	able 	to 	build 	the 	delivered 	software 	in 	VxWorks.”
(ECF 	No. 	1-15). 	The 	amendment 	fails 	to 	close 	this 	gap 	in
Plaintiff’s complaint.
Third, 	Plaintiff 	adds 	a 	paragraph 	stating 	that 	“[t]he
admissions 	by 	JFTI 	that 	its 	personnel 	reviewed 	the 	ALF 	software
that 	had 	been 	delivered 	to 	the 	Government 	create 	a 	reasonable
suspicion 	that 	JFTI 	copied 	the 	ALF 	software 	without
authorization.” 	(ECF 	No. 	41-3 	¶ 	42). 	This 	paragraph, 	however,
simply summarizes the allegations in paragraph 37 of the previous
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complaint, 	where 	Plaintiff 	alleged 	that 	“JFTI 	personnel 	admitted
they 	evaluated 	the 	ALF 	software 	that 	JET 	had 	delivered 	to 	the
Government.” 	(ECF No. 19 ¶ 37). 	Plaintiff’s only modification is
its 	contention 	that 	this 	creates 	a 	“reasonable 	suspicion” 	of
unauthorized 	copying. 	As 	Defendant 	notes, 	however, 	this
“reasonable 	suspicion” 	pleading 	does 	no 	more 	work 	than 	the
“information and belief” pleading the court found deficient in the
previous complaint. 	(ECF Nos. 35, at 19, 23; 42, at 5). 	Recasting
deficient pleadings through synonyms does not justify amendment.
Fourth, Plaintiff emphasizes its new contention that “[a] CD
containing ALF software and documentation can be carried virtually
anywhere 	without 	detection, 	and 	it 	can 	be 	installed 	on 	host
computers 	without 	detection,” 	making 	it 	“reasonable 	for 	JET 	to
suspect 	that 	during 	the 	eleven 	weeks 	that 	the 	Navy 	retained
possession 	of 	the 	CD[,] 	. 	. 	. 	the 	Navy 	and 	potentially 	its
contractors 	copied 	and 	used 	the 	ALF 	software 	and 	documentation.”
(ECF 	No. 	41-3 	¶ 	47; 	see 	also 	ECF 	No. 	41-1, 	at 	5). 	Once 	again,
Plaintiff’s 	“reasonable 	suspicion” 	is 	no 	more 	effective 	than 	its
“information and belief” pleading.
Finally, 	Plaintiff 	adds 	an 	argument 	that 	“there 	is 	no
legitimate, duly diligent, or lawful justification” for the Navy’s
eleven-week retention of the CD containing the software following
termination 	of 	the 	contract. 	(ECF 	No. 	41-3 	¶ 	47). 	Presumably,
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Plaintiff 	makes 	this 	argument 	against 	JFTI 	to 	support 	its
contention 	that 	JFTI 	knew 	or 	had 	reason 	to 	know 	that 	acquisition
of the software was improper. 	This conclusory assertion, however,
has no effect on the factual deficiencies in Plaintiff’s complaint,
particularly 	because 	the 	Navy’s 	eleven-week 	retention 	of 	the 	CD
was already before the court when the claim was dismissed earlier.
(ECF Nos. 19 ¶ 34; 35, at 7-8).
Given 	that 	none 	of 	the 	amendments 	Plaintiff 	proposes 	cures
the 	deficiencies 	in 	its 	complaint, 	amendment 	is 	futile.2
Consequently, 	Counts 	I-IV 	will 	be 	dismissed 	with 	prejudice.
Cozzarelli 	v. 	Inspire 	Pharms. 	Inc., 	549 	F.3d 	618, 	630 	(4 th 	Cir.
2008) 	(noting 	that 	dismissal 	with 	prejudice 	is 	proper 	when
amendment is futile).
III. Conclusion
For 	the 	foregoing 	reasons, 	Plaintiff’s 	motion 	for 	leave 	to
file a second amended complaint will be denied.3 	A separate order
will follow.
/s/
DEBORAH K. CHASANOW
United States District Judge
2 The court has reviewed the other minor revisions Plaintiff
proposes 	to 	make 	to 	its 	complaint 	and 	finds 	that 	none 	saves 	the
amendment from futility.
3 	Because 	the 	court 	previously 	dismissed 	Count 	III,
Plaintiff’s 	request 	to 	eliminate 	Count 	III 	is 	moot 	and 	denied 	as
such.
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