Ive Cahio v. Drexel Chemical Company

NOT RECOMMENDED FOR PUBLICATION
File Name: 22a0209n.06
No. 21-5036
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
IVE CAHIO; ALEXANDRE REYMONDIS;
DELOR GREGORI; ETIENNE OGUIS;
MICHELET CYPRIEN; ELIE CISERON; MAZO
JOSE; BONEL SELUA; ANISON DOMERIS;
JOVIAN MAZO; GERALDO DAVID; REVENU
BRUNO; ELIAS FRANZUA; MICOANE
LEONALDO; VILAIRE TRELY; CLODI PILIS;
AZON ANTOINE; HURGNOT JEAN; MARIE
JEROMEIS; VICTOR MANUEL NAVARRO;
MICHAEL VENELIS; SONDER YOUNG;
ALBERTO CUEBA; ISON JEANIS; YAN CASEIS;
JEAN LIMO; ENEC SILIE; SARFAITE
THEODORE; BENA DELIS; MESIYE YEDY;
REMI BASIE; DOMINIC VALERIO; JUAN
CELESTEN; MIGUEL BONNET; CRISILES
PORFIRIO; BEINVENIDO ROSARIO; EMILIO
FLERINTIN; LUIS SENTELIS; SHILO FILME;
VENEL PIERRE; OBESON YAN,
Plaintiffs-Appellants,
v.
DREXEL CHEMICAL COMPANY,
Defendant-Appellee.
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ON APPEAL FROM THE
UNITED STATES DISTRICT
COURT FOR THE WESTERN
DISTRICT OF TENNESSEE
Before: BATCHELDER, ROGERS, and WHITE, Circuit Judges.
ROGERS, Circuit Judge. This case concerns the alleged harms of pesticides applied by
agricultural workers in the Dominican Republic. The plaintiffs allege that, in the course of their
work, they have been poisoned by pesticides manufactured by Drexel Chemical Company. The

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No. 21-5036, Cahio, et al. v. Drexel Chem. Co.
plaintiffs brought claims under the Alien Tort Statute, the Tennessee Products Liability Act
(TPLA), and several Dominican Republic laws. The district court dismissed all of the plaintiffs’
claims. The plaintiffs appeal the district court’s judgment but, following oral argument, the
plaintiffs challenge only the dismissal of their TPLA claims. The plaintiffs’ remaining TPLA
claims are barred by the statute of limitations because the plaintiffs’ factual allegations in the
proposed amended complaint do not plausibly establish that the plaintiffs discovered their injuries
less than a year before filing the initial complaint.
For the purposes of this appeal, we consider the factual allegations in the plaintiffs’
proposed amended complaint because the district court, in denying leave to amend, determined
that the proposed amended complaint was futile when it dismissed the plaintiffs’ complaint under
Federal Rule of Civil Procedure 12(b)(6). The plaintiffs, forty-one Haitian nationals residing in
the Dominican Republic, are all agricultural workers who work to cultivate and harvest sugar cane.
As sugar cane workers, the plaintiffs were exposed daily to at least one of five pesticides
manufactured by Drexel. The plaintiffs allege that each of Drexel’s five pesticides contains
organophosphates and that these organophosphates cause injuries such as restrictive lung function,
hyperexcretion, and vomiting. Although the pesticides had labels, the plaintiffs allege that their
employers did not provide them with the actual containers of Drexel’s pesticides or the labels on
Drexel’s containers. The plaintiffs individually outlined their various injuries, and the plaintiffs
claim that they have continuously suffered these injuries since they began applying Drexel’s
pesticides. The plaintiffs allege that, at the time they filed the complaint, they had been employed
as sugar-cane workers for anywhere from one to thirty-two years.
The plaintiffs brought this action on February 21, 2018, alleging that Drexel’s conduct
violated the Tennessee Product Liability Act, the Alien Tort Statute, and the laws of the Dominican

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Republic. With regard to the TPLA, the plaintiffs alleged both that the pesticides were defective
or unreasonably dangerous and that Drexel failed to warn the plaintiffs of the dangerousness of
the pesticides. The district court dismissed the Alien Tort Statute claim, concluding that the
plaintiffs had not adequately demonstrated the existence of a right to health under international
law. The district court noted that there was a potential conflicts-of-law issue between the claims
raised under Dominican and Tennessee law. As a result, the court ordered supplemental briefing
regarding potential conflicts between Tennessee and Dominican law. The court received briefing
and held oral argument on the choice-of-law issue.
The district court then dismissed the plaintiffs’ remaining claims. First, the court looked
at the plaintiffs’ claims under the TPLA. Relying on a “direct effects” test, the district court
concluded that the TPLA applied extraterritorially to the harm that allegedly occurred in the
Dominican Republic in this case. The district court then determined that the applicable statute of
limitations barred the plaintiffs’ TPLA claims. In the alternative, the district court concluded that
the plaintiffs had failed to plead sufficient facts to state a claim for relief under the TPLA. The
district court also denied the plaintiffs’ motion for leave to amend their complaint because the
amended complaint failed to cure the deficiencies that the court had identified with the plaintiffs’
TPLA claims.
Turning to the Dominican law claims, the district court acknowledged that the plaintiffs
had argued that Dominican law should apply to the extent that it conflicted with Tennessee law.
The district court did not conduct a choice-of-law analysis, however, because it declined to
exercise supplemental jurisdiction over the plaintiffs’ claims under Dominican law. The district
court reasoned under 28 U.S.C. § 1367(c)(1) that it should decline to exercise jurisdiction over the
Dominican law claims because these claims “present novel and complex issues of foreign law.”

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In addition, the court concluded that “judicial economy, fairness, convenience, and comity”
weighed against exercising supplemental jurisdiction over the foreign-law claims. The plaintiffs
filed a timely appeal.
The plaintiffs initially appealed the district court’s decision as to the Dominican law and
TPLA claims. At oral argument, however, the plaintiffs explicitly abandoned their claims under
Dominican law. Oral Argument, 8:35–8:56. We therefore do not address the argument in the
plaintiffs’ brief that the district court erred in declining to exercise supplemental jurisdiction over
the plaintiffs’ Dominican Law claims. Instead, we consider the plaintiffs’ appeal only as to the
TPLA claims.
Although we do not adopt all aspects of the district court’s opinion, the district court
properly dismissed the TPLA claims as barred by the one-year Tennessee statute of limitations.
That statute explicitly provides that a product-liability claim accrues at the time of injury. Tenn.
Code Ann. § 28-3-104(b)(1). Accepting for purposes of argument that accrual does not occur until
a plaintiff has knowledge, or reasonably should have knowledge, that the product in question
caused the injury—as the district court appeared to read the law—the plaintiffs’ TPLA claims in
the proposed amended complaint1 are barred by the statute of limitations.
Based on the plaintiffs’ factual allegations, the plaintiffs knew of, or reasonably should
have known of, their injuries from the pesticides more than a year before they filed their initial
complaint. The plaintiffs allege that they have been exposed to Drexel’s pesticides every day they
work, that they have been injured by Drexel’s pesticides since “the time of their first exposure and
continuously” thereafter, and that the plaintiffs experienced symptoms at the onset of their
1 As indicated above, we review the factual allegations of the proposed amended complaint on
appeal because, in dismissing the plaintiffs’ complaint under Rule 12, the district court concluded
that the proposed amended complaint was futile.

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exposure, with symptoms developing within “minutes to hours depending on the method of
exposure.” R. 35-3, PageID #491, 494 paras. 99, 110, 112, 113. Because the plaintiffs have all
been applying these pesticides for at least a year, the plaintiffs’ own factual allegations indicate
that they have been aware—or reasonably should have been aware—of their injuries and their
causal connection to the application of pesticides for at least a year.
The plaintiffs’ allegation that their claims accrued at the earliest, “within six months of the
date on which this action was commenced,” does not save the plaintiffs’ claims because that
contention is merely a legal conclusion. The plaintiffs do not plead factual allegations—such as
first being injured by pesticides in August 2017—to support the legal conclusion that their claims
accrued in August 2017. On the contrary, the plaintiffs’ factual allegations that they were exposed
to the pesticides every day and were immediately injured by those pesticides directly contradicts
any assertion that the plaintiffs were not aware of their injuries or the causal connection to
pesticides until August 2017. Legal conclusions that are not supported by factual allegations are
“not entitled to the assumption of truth,” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009), and the
plaintiffs’ legal conclusion therefore fails to demonstrate that their claims were filed within the
one-year statute of limitations.
The conclusion that the plaintiffs’ claims are barred by the statute of limitations is fully
supported by Tennessee law, which controls the accrual of the plaintiffs’ cause of action. In
diversity cases, we apply state law to determine the relevant statute of limitations as well as the
accompanying discovery rule. See Imes v. Touma, 784 F.2d 756, 758 (6th Cir. 1986). Cases such
as Ruff v. Runyon, 258 F.3d 498, 500 (6th Cir. 2001), which applied a federal law for when a cause
of action accrues, are not applicable because they concern a federal statutory claim, not a state-law
claim. Id.

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Under Tennessee law, the tort “discovery rule” prevents a cause of action from accruing
only until the “injury occurs or is discovered, or when in the exercise of reasonable care and
diligence, it should have been discovered.” Schultz v. Davis, 495 F.3d 289, 292 (6th Cir. 2007)
(quoting Potts v. Celotex Corp., 796 S.W.2d 678, 680 (Tenn. 1990)). “[T]he statute is tolled only
during the period when the plaintiff had no knowledge at all that the wrong had occurred and, as a
reasonable person, was not put on inquiry.” Id. (quoting Potts, 796 S.W.2d at 680–81).
The plaintiffs argue that, under Tennessee’s discovery rule, a cause of action for personal
injury does not accrue until the plaintiff knows, or reasonably should know, the identity of the
tortfeasor. If that were the standard, plaintiffs might have a fair argument that the plaintiffs’
allegations were sufficient to meet Tennessee’s discovery rule. But that is not the standard, at least
for product liability cases.
We held as much in IFC Nonwovens, Inc. v. Owens-Corning Fiberglass Corp., 1 F.3d
1241, 1993 WL 272445, at *3 (6th Cir. 1993) (table). There, a defendant’s allegedly defective
insulation accelerated a fire that destroyed a building. Id. at *1. The plaintiffs argued that the
statute of limitations should be tolled because the plaintiffs did not know the identity of the
manufacturer of the insulation that had accelerated the fire. Id. at *2. Relying primarily on a case
from the Tennessee Court of Appeals, we rejected that argument and concluded that the statute of
limitations begins to run in products-liability actions once the plaintiff knew or should have known
of the “causal relationship between the products he worked with and his [injury].” Id. at *3
(quoting Webber v. Union Carbide Corp., 653 S.W.2d 409, 411 (Tenn. App. 1983)). As a result,
the plaintiffs’ cause of action accrued when they became “aware of the causal connection between
the insulation and their loss,” and it was “immaterial that the plaintiffs had not yet identified the
defendant as the party who allegedly wronged them.” Id. at *3–4; see also Webber, 653 S.W.2d

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at 412; Gibson v. Lockwood Prod. Div. of J.L. Underwood, 724 S.W.2d 756, 758–59 (Tenn. Ct.
App. 1986); Haynes v. Locks, 711 F. Supp. 901, 902–03 (E.D. Tenn. 1989) (applying Webber).
Tennessee statutory language specifically addressing products-liability claims provides
support for this holding. In addition to setting a one-year statute of limitations for personal injury
actions, Tennessee Code Annotated § 28-3-104 also states that causes of action for products-
liability cases “shall accrue on the date of the personal injury, not the date of the negligence or the
sale of a product.” Tenn. Code Ann. § 28-3-104(b)(1). This language protects plaintiffs by
ensuring that they are not barred from bringing an action by failing to investigate and identify a
defect in a product before the product has caused harm. In doing so, the statutory language focuses
the accrual determination on the plaintiff’s injury, not the identity of the tortfeasor. While
Tennessee applies a discovery rule to accrual in personal-injury cases, the statutory tying of accrual
to injury in products-liability cases implies that discovery should relate to such injury, and not to
the identity of the tortfeasor. This makes sense, moreover, because products-liability claims focus
on the nature of the product whereas other personal-injury cases focus on the duty of the tortfeasor.
Thus, the holding of IFC Nonwovens—that with respect to the accrual of a products-liability claim
it is “immaterial that the plaintiffs had not yet identified the defendant as the party who allegedly
wronged them,” 1 F.3d at *3—is consistent with the statutory language that determines the accrual
of products-liability actions.
Federal district courts in Tennessee have consistently followed the discovery rule applied
in Schultz and IFC Nonwovens to Tennessee products-liability actions. In Ruge v. Bailey Co., Inc.,
the district court concluded that the products-liability claim accrued once the plaintiff knew that
the product—a forklift—had caused the plaintiff’s injury. No. 3-13-448, 2015 WL 4042201, at *3
(M.D. Tenn. July 1, 2015). In Willis v. Wal-Mart Stores, Inc., the district court concluded that the

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statute of limitations began to run once the plaintiffs knew that a tree stand caused their injury, not
when the plaintiffs “correctly identified the manufacturer of the product.” 819 F. Supp. 2d 700,
704 (M.D. Tenn. 2011).
To be sure, two Tennessee Supreme Court cases relied upon by the plaintiffs can be read
to say that accrual of a personal-injury claim does not occur until plaintiff knows or reasonably
should have known the identity of the tortfeasor. On a closer reading, neither case so holds, and
moreover neither case is a products-liability case. In the first, Foster v. Harris, 633 S.W.2d 304
(Tenn. 1982), the plaintiff contracted a blood disease and, despite his best efforts, was able to
discover the source of his disease only after his dentist revealed that it was the dentist himself who
had infected the plaintiff by accidentally cutting his own finger and the plaintiff’s mouth
simultaneously. Id. at 304. Because the source of the plaintiff’s injury was not apparent at the
time of his injury, the court tolled the statute of limitations until the plaintiff “discovered, or
reasonably should have discovered . . . the identity of the defendant who breached the duty.” Id.
at 305. In Foster though, the discovery that there was any negligence at all was simultaneous with
the discovery of the identity of the tortfeasor and, despite the court’s broad language, the opinion’s
facts do not support the holding that knowledge of negligence was insufficient for accrual until a
later knowledge of the tortfeasor’s identity—a situation that did not occur in that case. Indeed, the
court stated that the issues it was deciding were:
First, was the injury discovered upon diagnosis of the disease or upon discovery
that the source of the disease was a negligent act and, second, assuming that
discovery of the injury occurred in January 1976, did the statute of limitations begin
to run when neither the existence of nor the identity of a tort feasor was known to
plaintiff?
Id. at 304–05 (emphasis added). The court concluded that “[the] answer to the first question is
that the discovery that the source of the disease was a negligent act triggers the statute of

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limitations. In our opinion the second question requires a negative answer.” Id. at 305. In short,
the actual holding of Foster did not extend to a situation not before it—a situation where the
plaintiff had knowledge of the negligence but not the identity of the tortfeasor. Even if we
extended the holding of Foster to the TPLA claims in this case, accrual would be tied to knowledge
of the tortious nature of the injury, which by analogy in a products-liability case would be
knowledge that a product caused the injury.
The second Tennessee Supreme Court case primarily relied upon by the plaintiffs to
support their expansive version of the Tennessee discovery rule is Redwing v. Cath. Bishop for
Diocese of Memphis, 363 S.W.3d 436 (Tenn. 2012), also not a products-liability case. In Redwing,
clergy members sexually abused the plaintiffs when they were minors, and the defendant diocese
allegedly concealed its knowledge of the abuser’s conduct. Id. at 442–43. The court stated
generally that the discovery rule had been “refined” to “make clear that it included not only the
discovery of the injury but also the discovery of the source of the injury.” Id. at 458. The plaintiffs
here read the phrase “source of the injury” to mean “identity of the tortfeasor,” but a close reading
of Redwing and the cases it discussed does not support that understanding.2 The Redwing court
relied on four cases in support of its broad statement: Foster; Sherill v. Souder, 325 S.W.3d 584,
595 (Tenn. 2010); John Kohl & Co. P.C. v. Dearborn & Ewing, 977 S.W.2d 528, 532 (Tenn.
1998); and Wyatt v. A-Best, CO., 910 S.W.2d 851, 855 (Tenn. 1995). Id. at 458–59, 462. Foster
2 The Redwing court’s discussion relating to the identity of the tortfeasor as a requirement for
accrual was not necessary to the decision in that case, in light of the court’s holding that Redwing
had inquiry notice of his injury and his claim. Redwing, 363 S.W.3d at 464. The claim thus
accrued regardless of whether reasonable knowledge of the tortfeasor’s identity was required for
accrual. The only reason for reversing the application of the statute of limitations in that case (as
the Tennessee Supreme Court did) was the possibility of tolling on the distinct ground of fraudulent
concealment. Id. at 467. Because the plaintiffs in Redwing had plausibly alleged fraudulent
concealment, the court concluded that the statute of limitations might be tolled and remanded the
case for further discovery of the relevant facts. Id.

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is distinguishable for the reasons discussed above. Sherill, a medical malpractice case, and John
Kohl, a legal malpractice case, both, like Foster, involved factual circumstances where discovery
of the tortfeasor’s identity came with discovery of the wrongful conduct. Sherill concluded that
the plaintiff’s discovery that her medication was the likely cause of her neurological condition was
“sufficient to place a reasonable person on notice” that the doctor’s over-prescription had caused
her condition. 325 S.W.3d at 598. John Kohl & Co. concluded that the plaintiffs’ claim accrued
when they became “aware of facts sufficient to put them on notice that an injury [an IRS
investigation] had been sustained as a result of [their tax attorney’s] advice.” 977 S.W.2d at 533.
Only one of these four cases, Wyatt, was a products-liability case. That case does not
require knowledge of the identity of the tortfeasor to trigger accrual. There, the Tennessee
Supreme Court concluded that the statute of limitations began to run after the reasonable discovery
of the “cause and origin” of the plaintiffs’ injuries. Wyatt, 910 S.W.2d at 855. The court
determined that the plaintiffs did not know the cause and origin of their injuries until they
reasonably discovered that their injuries were the result of the asbestos-related disease, asbestosis.
Id. at 856–57. In reaching this conclusion, the Tennessee Supreme Court did not require the
plaintiff to also reasonably have discovered the identity of the manufacturer of the asbestos that
caused the disease before the statute of limitations commenced. Id. Thus Wyatt, too, involves the
application of a rule that the plaintiff must know the source of his injury, not that he must know
the identity of the tortfeasor. The cases relied upon by Redwing therefore do not support the
contention that the discovery rule in products-liability cases requires a plaintiff to reasonably
discover the identity of the tortfeasor before the cause of action accrues. In short, the Tennessee
Supreme Court’s use of the phrase “source of the injury” in Redwing does not support a conclusion

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that reasonable knowledge of a manufacturer’s identity is necessary for the accrual of a TPLA
claim.
In the alternative, the plaintiffs argue that, even if the claims accrued more than a year
before suit, time was tolled under a theory of fraudulent concealment, despite their failure to raise
such an argument in the court below, citing Highsmith v. Chrysler, 18 F.3d 434, 439–40 (7th Cir.
1994). On the contrary, they may not raise such an independent argument without having raised
it below. Scottsdale Ins. Co. v. Flowers, 513 F.3d 546, 552 (6th Cir. 2008) (citations omitted).
Highsmith is non-binding Seventh Circuit precedent and in any event reasoned that a plaintiff may
raise new facts on appeal because the 12(b)(6) inquiry at the time asked “whether the plaintiff can
prove any set of facts to support his allegation.” 18 F.3d at 439 (citing Conley v. Gibson, 355 U.S.
41, 45–46 (1957)). The Seventh Circuit relied on reasoning that a plaintiff may attempt to survive
a Rule 12(b)(6) motion by adding essential new facts in a brief on appeal, and such a rule “is
necessary to give plaintiffs the benefits of the broad [Conley] standard for surviving a Rule
12(b)(6) motion.” Id. at 440 (quotation omitted). The Supreme Court has since narrowed the
standard for surviving a Rule 12(b)(6) motion, see Bell Atl. Corp. v. Twombly, 550 U.S. 554, 562–
63 (2007), and plaintiffs have cited no post-Twombly authority suggesting otherwise.
In any event, the plaintiffs’ factual allegations fail to show that Drexel affirmatively
concealed its identity or the cause of the plaintiffs’ injuries. Most of the plaintiffs’ allegations
concern actions taken by their employers, not Drexel. For example, the plaintiffs contend that
their employers lock the pesticides in guarded warehouses and that the employers remove the
labels on the pesticides before disposing of the containers, presumably to prevent the plaintiffs
from investigating which pesticides they apply. The only purported action taken by Drexel is that
Drexel printed its pesticide labels in Spanish. But that fact does not demonstrate that Drexel was

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affirmatively taking steps to conceal its identity. Drexel printed its labels in Spanish, which is the
dominant language of the Dominican Republic—the country to which Drexel was sending the
containers. Drexel’s inability to anticipate every language that would be useful for its labels does
not amount to an affirmative action to conceal its identity, particularly when the plaintiffs’ exhibits
demonstrate that the name “Drexel Chemical Company” appears clearly printed on the label and
retains its identifying English spelling, even though the labels were printed in Spanish. A plaintiff
must establish that the defendant affirmatively concealed its identity or the plaintiffs’ injury to rely
on fraudulent concealment to toll the statute of limitations. Redwing, 363 S.W.3d at 462–63. Since
the plaintiffs’ have not sufficiently alleged that Drexel removed its own name from its products or
otherwise affirmatively took steps to prevent the plaintiffs from discovering that their injuries were
caused by the pesticides they were applying, the plaintiffs cannot rely on the fraudulent-
concealment doctrine to toll the statute of limitations.
In their reply brief, the plaintiffs argue for the first time that the claims of three plaintiffs—
Alexandre Reymond, Hurgnot Jean, and Sonder Young—are not time barred because they each
allege in the amended complaint that they “ha[ve] worked for [their employer] for 1 year” as
fumigators. Even were this argument not forfeited because it was raised for the first time in the
plaintiffs’ reply brief, Bard v. Brown Cnty., 970 F.3d 738, 751 (6th Cir. 2020), by the plaintiffs’
own acknowledgment, the “worked for one year” allegations do not plausibly claim that the three
plaintiffs were first employed after February 21, 2017, which is one year before the filing of the
initial complaint. In the plaintiffs’ view, because those three plaintiffs had only worked as
fumigators for one year, any injury that the three plaintiffs suffered while applying pesticides must
have occurred within Tennessee’s one-year statute of limitations. To accept the logic of this
argument, we would need to interpret the “worked for one year” language in the amended

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complaint as a specific allegation that those three plaintiffs were not employed to apply pesticides
until February 21, 2017, one year before the plaintiffs’ filed the initial complaint. Drexel contends
that the plaintiffs did not intend such a specific allegation because the three plaintiffs used the
same “worked for one year” language in a separate complaint filed against Drexel in Pennsylvania
state court on January 15, 2018. See Fulano v. Fanjul Corp., 2020 PA Super 166, 236 A.3d 1
(2020). As a result, Drexel asserts that these three plaintiffs, by their own allegations, would have
been employed as fumigators at least by January 15, 2017. Because the plaintiffs assert in their
complaint that they were “exposed to defendant’s pesticides each day they work as Fumigators,”
and that they were “injured by defendant’s toxic pesticides at the time of their first exposure,” their
initial injury would actually have been in January 2017. Accordingly, the “worked for one year”
allegations are insufficient to establish that those three plaintiffs were first injured after February
21, 2017.3
The plaintiffs acknowledge the length-of-employment allegations in the separate complaint
and do not dispute that it would directly contradict any assertion that these three plaintiffs had only
worked as fumigators since February 21, 2017. In light of this acknowledgement, the three
plaintiffs’ allegations that they have worked as fumigators for one year do not plausibly establish
that the three plaintiffs have applied pesticides only since February 21, 2017. Since the three
plaintiffs do not allege facts sufficient to establish that they did not work as fumigators until
3 Plaintiffs do not argue on appeal that the allegations in a separate case may not be considered at
the motion-to-dismiss stage. A plaintiff forfeits arguments that are not developed on appeal. Bard
v. Brown Cnty., 970 F.3d 738, 750 (6th Cir. 2020). In any event, “[a] court may consider public
records without converting a Rule 12(b)(6) motion into a Rule 56 motion.” Jones v. City of
Cincinnati, 521 F.3d 555, 562 (6th Cir. 2008) (citing Jackson v. City of Columbus, 194 F.3d 727,
745 (6th Cir. 1999) (abrogated on other grounds)).

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February 21, 2017, their argument fails, and the one-year statute of limitations bars all of the
plaintiffs’ TPLA claims.
The plaintiffs appear to argue that, even if their proposed amended complaint is futile, they
should have been granted leave to amend to correct deficiencies concerning the timeliness of their
claims. Although Federal Rule of Civil Procedure 15 states that “leave [to amend] shall be freely
given when justice so requires,” a plaintiff must explain why “justice so requires” by presenting
the district court with the “substance of the proposed amendment.” Roskam Baking Co., Inc. v.
Lanham Machinery Co., Inc., 288 F.3d 895, 906 (6th Cir. 2002) (citations omitted). In considering
whether to grant leave to amend, we therefore only consider the actual substance of the plaintiffs’
proposed amended complaint and not their general statements that they could cure any deficiencies
if they were granted leave to amend their complaint with new unspecified allegations. See id.
Because the above analysis—concluding that the plaintiffs’ TPLA claims are barred by the statute
of limitations—accounts for the plaintiffs’ requested amendments to their initial complaint, the
district court correctly denied the plaintiffs leave to amend because the proposed amended
complaint is futile.
Finally, there is no merit to the plaintiffs’ remaining argument with respect to the statute
of limitations that the district court abused its discretion by denying them oral argument on their
motion to amend the complaint. Federal Rule of Civil Procedure 78(b) expressly permits deciding
motions without oral argument. As we explained in United States v. Wal-Mart Stores E., LP:
[D]oing so serves many valuable functions for the judiciary, such as allowing
district courts to “effectively manage very crowded case dockets,” especially in
instances where “the legal issues are abundantly clear and . . . firmly settled.”
Yamaha Corp. of Am. v. Stonecipher’s Baldwin Pianos & Organs, Inc., 975 F.2d
300, 301 n.1 (6th Cir. 1992). Deciding motions on the briefs also “encourages
improved brief writing” and “forces the parties to thoroughly research the legal
basis on which their positions rest.” Id. We routinely approve of a district court's
decision to decide motions without oral argument.

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No. 21-5036, Cahio, et al. v. Drexel Chem. Co.
858 F. App’x 876, 881 (6th Cir. 2021). As in Wal-Mart, we see no abuse of discretion here. In
particular, the district court issued a thorough opinion on the issues raised by the parties, and it did
not abuse its discretion by declining to hear oral argument on the motion to amend.
In upholding the district court’s dismissal on statute of limitations grounds, we need not
and do not rely in the alternative on Drexel’s argument that the TPLA does not apply
“extraterritorially” to injuries incurred outside of the United States but caused by tortious activity
within Tennessee. We do not however adopt the district court’s premises or reasoning for rejecting
that argument.
Because the district court properly concluded that the statute of limitations barred all of the
plaintiffs’ claims, we need not address whether the plaintiffs otherwise stated a claim under the
TPLA, or whether an amended complaint should have been permitted to support the plaintiffs’
position regarding the issue.
For the foregoing reasons, we affirm the district court’s dismissal of the plaintiffs’
complaint and denial of leave to amend the plaintiffs’ complaint.

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