Jang v. Trustees of St. Johnsbury Academy

          OPINION AND ORDER, (DOCS. 37, 38)

          John M. Conroy United States Magistrate Judge

         On July 9, 2018, this Court dismissed the Complaint in this matter for failure to state a claim plausibly alleging defamation (Doc. 35 at 46), and, on the same day, entered judgment against Plaintiff Soojung Jang, Ph.D. (Doc. 36.) Dr. Jang now moves to alter or amend the judgment (Doc. 37), and, if the judgment is altered or amended, Dr. Jang moves for leave to amend her Complaint in order “to set forth all the remaining elements for a claim of defamation.”^[1] (Doc. 38 at 1.) Defendants Trustees of St. Johnsbury Academy (the Academy) and Kingdom Development Company, Inc. (KDC) jointly oppose both motions. (Docs. 40, 41.) Concluding that Dr. Jang has failed to provide an adequate basis for vacating the judgment and that, in any case, amendment would be futile, Dr. Jang's Motion to Alter or Amend the Judgment (Doc. 37) and her Motion for Leave to Amend the Complaint (Doc. 38) are DENIED.

         Factual and Procedural Background

         The brief summary that follows contains only the facts and procedural background necessary to resolve the motions presently before the Court. A comprehensive account of the factual and procedural background giving rise to Dr. Jang's suit may be found in this Court's previous Opinion and Order. (See generally Doc. 35.)

         In late October 2017, the Academy and KDC successfully opened the St. Johnsbury Academy-Jeju (SJA-Jeju) on Jeju Island in the Republic of Korea. (Doc. 8 at 7.) In establishing SJA-Jeju, the Academy and KDC entered into a confidential Cooperative Venture Agreement (CVA) with the Jeju Free International City Development Center, a corporation owned by the Republic of Korea, and Haewul, Inc., a wholly owned subsidiary of the Jeju Free International City Development Center. (Doc. 8 at 4; see Doc. 8-2 at 1-2, § d; id. at 1, § a.)

         Dr. Jang was a member of the Establishment and Operation of International Schools Subcommittee (the Establishment Subcommittee), a subcommittee formed by the Jeju Provincial Office of Education to review and approve the SJA-Jeju project. (Doc. 1 at 3, ¶ 23.) Dr. Jang is also a member of Jeju Solidarity for Participatory Self Government and Environmental Preservation (Jeju Solidarity), a community organization focused on ensuring that students on Jeju receive a proper education. (Id. at 2, ¶¶ 9, 11, 12-13.) In her role on the Establishment Subcommittee, Dr. Jang asserted in her original Complaint that she was authorized to investigate the relationship between the entities founding SJA-Jeju and, in particular, to ascertain the Academy and KDC's role in the governance and financing of SJA-Jeju. (Id. at 3, ¶ 23; see also Doc. 15 at 2.) Specifically, as she stated in her original Complaint, her investigations included seeking “clarification of [the Academy and KDC's] relationship, their control of [S]A-Jeju], and liability for any losses on behalf of [Jeju Solidarity]” (Doc. 1 at 3, ¶ 24), requesting “records concerning the viability of the CVA, as member of POE” (id. ¶ 25), and pursuing “records and information.” (Id. at 4, ¶ 27.) Dr. Jang's investigation also led her to contact Attorney Debra Wilson, the Chief Counsel of the National Association of Independent Schools in the United States. (See Doc. 8-4.) Attorney Wilson corresponded with Dr. Jang regarding the specific business structure of the Academy and KDC and their relationship to SJA-Jeju; eventually, Attorney Wilson offered to reach out to the Academy and KDC on behalf of Dr. Jang. (Id. at 6.) After contacting the Academy and KDC, Attorney Wilson concluded that Dr. Jang's claims had no merit, at least according to the Academy and KDC. (Doc. 1-1 at 2, § a; Doc. 8-1 at 4, ¶ 10.) Ultimately, Attorney Wilson's findings were presented to the Establishment Subcommittee, who voted to reconfirm the CVA despite Dr. Jang's objections. (Doc. 1-1 at 2, § e.)

         Subsequently, on July 12, 2016, Attorney Bruce Palmer, as counsel for the Academy and KDC, sent a letter (the Letter) to the Governor of Education for Jeju Island, and copied the Establishment Subcommittee on which Dr. Jang sat. (See generally Doc. 1-1.) The Letter detailed Dr. Jang's investigatory efforts in the Republic of Korea and the United States and characterized her investigation as an attempt to undermine the establishment of SJA-Jeju. (Id.) In particular, Attorney Palmer expressed a “deep concern[] about unauthorized and disruptive actions and false statements by Dr. Soonjung Jang.” (Id. at 1.) Given these purported concerns, Attorney Palmer asked the Governor of Education to remove Dr. Jang from the subcommittee or, at the least, to censure and disqualify Dr. Jang from “any further participation in or consideration of the approval of [S]A-Jeju].” (Id.)

         As a basis for this recusal request, Attorney Palmer alleged that Dr. Jang, at every turn, “challenged the legality and legitimacy of [the Academy's] and KDC's efforts to participate in this project”; that Dr. Jang “attacked the validity of the Cooperative Venture Agreement”; that Dr. Jang “knowingly defamed [the Academy] and KDC in the process, alleging without any factual basis that each seeks through the CVA and other contracts to avoid paying taxes”; that Dr. Jang accused the Academy's headmaster and KDC's CEO of “illegally entering into the agreements without actual authority”; and that Dr. Jang repeatedly questioned the quality of the Academy. (Id.) According to the Letter, these actions and statements by Dr. Jang amounted to “an unjustified, concerted campaign of mistruth about [the Academy] and KDC . . . in a transparent effort to scuttle [S]A-Jeju].” (Id. at 2.)

         Finally, counsel highlighted Dr. Jang's investigatory efforts, including Dr. Jang's contact with Attorney Wilson and Attorney Wilson's subsequent independent review and approval of the CVA^[2] (id. at 2, §§ a, c); Dr. Jang's attempts to refute Attorney Wilson's analysis (id. § d); and, the Establishment Subcommittee's subsequent vote reapproving the CVA. (Id. § e.) In sum, counsel concluded that “[t]he campaign by Dr. Jang to impugn SJA and the integrity of its officials demonstrates her deep bias and disregard for traditional customs and laws” and “merit[s] disqualification to serve on the [Establishment Subcommittee] responsible to review and approve the project.” (Id. at 3.)

         On August 31, 2017, Dr. Jang filed the Complaint in this case, attaching the Letter to her Complaint, and alleged that the Letter is “libelous and defamatory in that it maliciously claimed that the statements of [Dr. Jang] were unauthorized, disruptive and false.” (Doc. 1 at 4, ¶ 30.) As noted above, on July 9, 2018, this Court dismissed Dr. Jang's Complaint for failure to state a defamation claim. (Doc. 35 at 46.) In dismissing the Complaint, this Court concluded that Dr. Jang failed to state a defamation claim for two reasons. First, Dr. Jang failed to adequately plead the elements of common law defamation under Vermont law;^[3]specifically, Dr. Jang's Complaint did not contain sufficient factual allegations for this Court to reasonably infer either that the allegedly defamatory Letter contained a substantially false statement or that, in publishing the Letter, the Academy and KDC acted with the common law malice necessary to overcome their privileged communication. (Id. at 50-51, 56.) Second, Dr. Jang failed to plead credible facts justifying an inference that the Academy and KDC acted with “some negligence, or greater fault, in publishing” the Letter to the Governor and the Establishment Subcommittee.^[4] (Id. at 60.) For these reasons, on July 9, 2018, this Court dismissed Dr. Jang's Complaint for failure to state a claim plausibly alleging defamation, and, on the same day, entered judgment against Dr. Jang. (Doc. 36.)

         Subsequently, on July 16, 2018, Dr. Jang filed her Motion and Memorandum to Alter or Amend Judgment (Doc. 37), and her Motion for Leave to Amend her Complaint. (Doc. 38.) In her first postjudgment motion, Dr. Jang seeks “to alter or amend the judgment dismissing her defamation complaint, to allow plaintiff leave to amend her complaint for defamation with more specificity pursuant [to] Fed.R.Civ.P. 59 and 60(b)(6).” (Doc. 37 at 1.) As a basis for invoking Rule 59 and Rule 60(b)(6), Dr. Jang states that “leave to alter and amend the judgment should be granted, since [her] motion to amend her defamation complaint would not be futile.” (Id.) In the second postjudgment motion-the Motion for Leave to Amend her Complaint-Dr. Jang states that she “has now amended the complaint to allege that the facts asserted by [the Academy and KDC] . . . were substantially false statements of fact with actual malice, and made without privilege, since the letter was not in response to any request.” (Doc. 38 at 1.) As support for this contention, Dr. Jang has appended a redlined Amended Complaint (Doc. 38-1), as well as a document entitled “False Statements, ” which purportedly sets forth the false statements made in the Letter by counsel for the Academy and KDC. (Doc. 38-3.)

         The Academy and KDC oppose both motions. (Docs. 40, 41.) In their joint memorandum opposing Dr. Jang's Motion to Alter or Amend the Judgment, the Academy and KDC argue that Dr. Jang has advanced no cognizable argument for vacating the judgment under the standards set forth under either Rule 59 or Rule 60(b)(6). (Doc. 40 at 1.) Similarly, the Academy and KDC jointly oppose Dr. Jang's attempt to amend her original complaint, asserting that Dr. Jang's proposed Amended Complaint fails to adequately plead defamation. (Doc. 41 at 2.)

         Analysis

         As set forth below, the Court concludes that Dr. Jang does not identify a valid basis for vacating or setting aside the judgment under either Rule 59 or Rule 60(b)(6) and that, in any case, amendment would be futile under Fed.R.Civ.P. 15(a). Accordingly, Dr. Jang's Motion and Memorandum to Alter or Amend ...