Iatric Systems, Inc. v. Hamilton Health Sciences Corp.

'i
United 	States 	District 	Court
District 	of Massachusetts
)
Iatric 	Systems, 	Inc. , 	)
)
Plaintiff, 	)
)
v. 	)
)
Civil 	Action No.
24-13116-NMG
Hamil ton 	Heal th 	Sciences 	Corp. , 	)
GORTON, 	J .
)
Defendant. 	)
)
)
MEMORANDUM 	& ORDER
This 	case 	arises 	out 	of 	a 	contract 	dispute 	between
plaintiff 	Iatric 	Systems , 	Inc . 	(" plaintiff " 	or 	" Iatric " ) 	and
defendant 	Hamilton 	Health 	Sciences 	Corp . 	(" defendant " 	or 	" HHS " )
Defendant 	moves 	to 	amend 	its 	answer 	(Docket 	No . 	59) , 	several
months 	after 	amendments 	to 	the 	pleadings 	were 	due , 	to 	include 	a
counterclaim 	under 	M. G. L . 	ch . 	93A . 	The 	parties 	also 	jointly
seek 	to 	amend 	the 	scheduling 	order 	(Docket 	No . 	78) . 	Both
motions 	will 	be 	allowed 	but 	only 	because 	of 	extenuating
circumstances .
I . 	Background
Plainti f f 	is 	an 	IT 	healthcare 	company 	that 	provided
defendant 	with 	services 	with 	respect 	to 	electronic 	health
records 	and 	a 	security 	audit 	system . 	The 	parties ' 	contractual
relationship 	began 	in 	2007 	and 	was 	augmented 	with 	an 	additional
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licensing 	agreement 	in 	2017 . 	In 	b road 	terms , 	the 	present
dispute 	concerns 	whether 	the 	2017 	agreement 	perm i tted
organizations 	ou t side 	of 	the 	HHS 	hospital 	network 	but 	within
HHS ' s 	database 	manag~ment 	system 	access 	to 	the 	software 	in
question . 	Plaintiff 	asserts 	that 	such 	access 	is 	an 	unwarranted
expansion 	of 	the 	contract 	while 	defendant 	responds 	that 	the 	2017
licensing 	agreeme n t 	was 	entered 	into 	for 	that 	precise 	purpose .
Plaintif f 	f i led 	a 	four - count 	complain t 	i n 	December , 	2024 ,
which 	defendant 	answered 	i n 	February , 	2025 . 	I n 	August , 	2025 ,
the 	Court 	allowed 	plaintif f ' s 	motion 	to 	dismiss , 	in 	part , 	by
dismissing 	Coun t s 	I , 	I I 	and 	III 	(but 	not 	Count 	I V) 	for 	failure
to 	state 	claims . 	Fact 	discovery 	commenced 	soon 	thereafter , 	f rom
which 	HHS 	allegedly 	learned 	of 	internal 	Iatric 	ema i ls 	that 	it
believes 	sub j ect 	I atric 	to 	l iability 	under 	Chapter 	93A . 	In
December , 	2025 , 	based 	upon 	the 	newly 	discovered 	comm uni cat io ns ,
defendant 	moved 	for 	leave 	to 	amend 	its 	answer 	and 	to 	add 	a
counterclaim 	under 	Chapter 	93A . 	Pl ain t i ff 	t imely 	opposed .
II. 	Motion 	for 	Leave 	to 	File 	an Amended Answer
A . Legal 	Standard
Unde r 	Fed . R . Civ . P . 	15(a) , 	a 	party 	may 	amend 	a 	p l eading more
than 	21 	days 	after 	its 	service 	only 	with 	consent 	of 	the 	opposing
party 	or 	upon 	leave 	of 	court . 	Such 	leave 	will 	typically 	be
granted 	if 	jus ti ce 	so 	requires . 	Fed . R. Civ . P . 	15(a) (2) . 	Once 	a
scheduling 	order 	has 	been 	entered , 	however , 	that 	standard 	is
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replaced 	by 	the 	more 	demanding 	" good 	cause " 	standard 	of 	Rule
16(b) , 	which 	focuses 	more 	on 	the 	diligence 	of 	the 	movant 	than
the 	prejudice 	to 	the 	nonmovant . 	Steir 	v . 	Girl 	Scouts 	of 	the 	USA ,
383 	F . 3d 	7 , 	12 	(1st 	Cir . 	2004) . 	A court 	may 	deny 	leave 	to 	amend
based 	upon 	undue 	delay , 	bad 	faith 	on 	the 	part 	of 	the 	movant 	or
futility 	of 	the 	amendment . 	McLeod 	v . 	Fessenden 	Sch. , 	624 	F .
Supp . 	3d 	36 , 	43-44 	(D . 	Mass . 	2022) .
B . Application
Defendant 	asserts 	that 	leave 	to 	amend 	its 	answer 	should 	be
allowed 	here 	because 	evidence 	of 	Iatric ' s 	alleged 	bad 	faith 	was
unavailable 	to 	defendant 	prior 	to 	the 	December , 	2025 ,
production . 	Iatric 	retorts 	that 	1) 	the 	inclusion 	of 	a 	Chapter
93A 	counterclaim 	would 	be 	futile 	where 	the 	alleged 	conduct
occurred 	outside 	of 	Massachusetts 	and 	2) 	the 	facts 	underlying
the 	claim were 	known 	to 	defendant 	when 	it 	filed 	its 	answer .
Iatric 	is 	incorrect 	in 	both 	regards . 	First , 	Iatric 	claims
that , 	because 	it 	is 	based 	in 	Florida 	and 	HIIS 	in 	Canada , 	the
challenged 	conduct 	cannot 	support 	a 	Chapter 	93A 	counterclaim .
That 	reasoning 	ignores 	HHS ' s 	allegation 	that , 	at 	the 	time 	the
Chapter 	93A 	violation 	occurred , 	Iatric 	was 	a 	Massachusetts - based
company 	with 	Massachusetts - based 	employees . 	Whether 	or 	not 	the
conduct 	occurred 	within 	the 	Commonwealth 	is 	a 	question 	to 	be
determined 	through 	discovery , 	but , 	at 	this 	stage 	of 	the
litigation , 	the 	Court 	accepts 	as 	true 	all 	non-conclusory 	factual
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allegations 	in 	the 	counterclaim . 	See 	Ocasio-Hernandez 	v .
Fortuno - Burset , 	640 	F . 3d 	1 , 	12 	(1st 	Cir . 	2011) .
Plaintiff ' s 	con_ention 	that 	defendant 	was 	previously 	aware
of 	the 	factual 	underpinnings 	of 	its 	counterclaim 	is 	equally
unavailing . 	Iatric 	recites 	paragraphs 	78 	through 	86 	of 	HHS '
counterclaim 	in 	support 	of 	its 	contention 	that 	such 	facts 	were
known 	to 	HHS 	at 	the 	outset 	but 	that 	assertion 	ignores 	the
preceding 	77 	paragraphs 	in 	which 	HHS 	describes 	the 	alleged
newfound 	facts 	supporting 	its 	motion .
The 	Court 	concludes 	that 	HHS 	has 	shown 	good 	cause 	to 	amend
its 	answer . 	The 	factual 	basis 	for 	its 	Chapter 	93A 	claim 	was
purportedly 	unknown 	to 	it 	when 	it 	answered 	the 	complaint 	in
February , 	2025 . 	HHS 	concedes 	that , 	at 	that 	time , 	the 	inclusion
of 	such 	a 	counterclaim would 	have 	been 	improper 	but 	asserts 	that
its 	belated 	filing 	is 	a 	product 	of 	prudence 	rather 	than 	a 	lack
of 	diligence . 	Furthermore , 	because 	the 	counterclaim 	is 	premised
upon 	nearly 	identical 	facts 	as 	alleged 	in 	the 	complaint , 	the
prejudice 	to 	Iatric 	is 	minimal .
III. 	Motion 	to Amend 	the 	Scheduling Order
The 	parties 	also 	seek 	a 	90 - day 	extension 	of 	the 	current
deadlines 	in 	this 	case . 	A scheduling 	order may 	be 	modified 	only
for 	good 	cause . 	Fed . R . Civ . P . 	16(b) (4) . 	Based 	upon 	defendant ' s
forthcoming 	amendment 	to 	its 	answer , 	as 	well 	as 	the 	reasons
outlined 	in 	the 	parties ' 	joint 	motion 	(Docket 	No . 	78) , 	the 	Court
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finds 	good 	cause 	to 	amend 	the 	scheduling 	order 	as 	requested . 	No
further 	extensions 	will 	be 	granted .
ORDER
For 	the 	forgoing 	reasons , 	defendant ' s 	motion 	for 	leave 	to
file 	an 	amended 	answer 	(Docket 	No . 	59) 	and 	the 	parties ' 	joint
motion 	to 	amend 	the 	scheduling 	order 	(Docke t 	No . 	78) 	are
ALLOWED.
So 	ordered .
Senior 	United 	States 	District 	Judge
Dated : 	April / Q , 	2026
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