## Facts

- GEOMC, a South Korean corporation, manufactured pain-management medical devices under a licensing and supply relationship involving Calmare, a Delaware corporation authorized to market and license the technology.
- GEOMC sued Calmare in federal court; Calmare answered with affirmative defenses and initially asserted no counterclaims.
- Nearly a year later, after GEOMC amended its pleading to add a breach-of-contract claim, Calmare sought to add additional affirmative defenses and six counterclaims, including four counterclaims against a non-party, Radiant Healthcare Fund, LLC.
- GEOMC moved to strike the newly added defenses and counterclaims.
- The district court struck two affirmative defenses (a negligence defense and a failure-to-join-necessary-party defense) as insufficiently pleaded, struck four counterclaims against Radiant as prejudicial, and struck an additional counterclaim as factually and legally deficient.
- Calmare appealed; the Second Circuit’s published opinion addressed only the rulings striking the two defenses and five counterclaims.

## Issues

1. What level of factual specificity is required to plead affirmative defenses, and when may a court strike them under Federal Rule of Civil Procedure 12(f)?
2. Under Federal Rule of Civil Procedure 15(a), when may a court deny or strike counterclaims asserted late in the case, including counterclaims against a newly added non-party, based on prejudice?
3. When may a counterclaim be struck as factually and legally insufficient?

## Decision

- The Second Circuit affirmed the order striking Calmare’s Sixth and Seventh affirmative defenses.
- The court held the district court acted within its discretion under Rule 12(f) because the defenses were conclusory and provided no factual indication supporting the asserted theories.
- The Second Circuit affirmed striking four counterclaims against Radiant, concluding the district court acted within its discretion to find prejudice from injecting new-party claims late in the litigation.
- The court affirmed striking one additional counterclaim as factually and legally deficient.

## Legal Principles

- An affirmative defense must provide at least minimal factual content indicating the basis for the defense; bare labels (e.g., “negligence,” “failure to join a necessary party”) without supporting facts may be deemed insufficient.
- Rule 12(f) gives district courts broad discretion to strike insufficiently pleaded defenses, particularly where the defense provides no notice of its factual basis.
- Under Rule 15(a), a district court may deny or strike late-added counterclaims where the amendment would unfairly prejudice the opposing party, including by adding new parties and expanding the scope of the case close to trial.
- Counterclaims must plead facts supporting a legally cognizable theory; factually and legally deficient counterclaims may be struck.

## Conclusion

The Second Circuit upheld the district court’s discretionary case-management rulings, confirming that conclusory affirmative defenses may be struck under Rule 12(f) and that late, case-expanding counterclaims—especially those adding a new party—may be denied or struck under Rule 15(a) when they would cause unfair prejudice, while also requiring counterclaims to be supported by plausible factual and legal grounds.


GEOMC Co. v. Calmare Therapeutics Inc., 918 F.3d 92 (2d Cir. 2019)