OPINION AND ORDER Plaintiff, Acting Secretary of Labor Julie A. Su, brings this action against defendants Berkshire Nursery and Supply Corp. (“Berkshire”) and its president, Jesus Flores, alleging violations of the Fair Labor Standards Act (“FLSA”), 29 U.S.C. §201 et seq. Before the Court is plaintiff’s motion for leave to file an amended complaint and to join additional parties. (Doc. #66). For the reasons set forth below, plaintiff’s motion is GRANTED. The Court has subject matter jurisdiction pursuant to 28 U.S.C. §1331. BACKGROUND The Court assumes the parties’ familiarity with the factual and procedural background of this case and summarizes only the facts relevant to the pending motion. Berkshire is a plant and gardening-supplies business located in Patterson, New York. Berkshire both operates a retail nursery and performs off-site landscaping work for customers. In November 2022, the U.S. Department of Labor’s Wage and Hour Division (“WHD”) commenced an investigation of defendants’ labor and employment practices — in particular, their compliance with the FLSA and the H-2A provisions of the Immigration and Nationality Act, 8 U.S.C. §1101 et seq. (the “INA”).1 In connection with this investigation, WHD visited Berkshire’s worksite and provided defendants with information about the FLSA’s anti-retaliation provisions. According to plaintiff, shortly after the investigation commenced, defendants began intimidating their employees, specifically instructing them “to lie or not speak to WHD’s investigators.” (Doc. #1
22-29). On January 12, 2023, while the investigation was ongoing, then-Secretary of Labor Martin J. Walsh initiated this action. Walsh alleged defendants obstructed WHD’s investigation and retaliated against their employees for engaging in conduct protected under the FLSA. Shortly thereafter, the Court entered a Consent Order for Preliminary Injunction, which, among other things, prohibited defendants from further interfering with the investigation. (Doc. #24). The Court also adjourned the initial case management conference and extended the parties’ time to file a proposed discovery plan while WHD’s investigation proceeded. After the investigation was complete, plaintiff indicated she intended to amend the complaint to reflect WHD’s investigative findings. The Court set a deadline of March 15, 2024, for plaintiff to either file an amended complaint with defendants’ consent or move for leave to amend. (Doc. #52). This deadline was subsequently extended by one week, and plaintiff timely filed the instant motion and a proposed amended complaint (the “PAC”) on March 22, 2024. Plaintiff seeks leave to (i) add claims for violations of the FLSA’s overtime and recordkeeping provisions, 29 U.S.C. §§207, 211, and (ii) add as defendants three companies allegedly controlled by defendant Flores: Rosa Contracting, Inc. (“Rosa Contracting”), Rosa Contracting and Construction, Inc. (“Rosa C&C”), and Rosa Land Tech and Design, Inc. (“Rosa Land Tech”) (together, the “Putative Defendants”).2 Attached as Exhibit A to the PAC is a list of employees plaintiff alleges are owed unpaid back wages and liquidated damages for the period covered by the allegations. DISCUSSION I. Standard of Review A. Rule 15 Rule 15(a)(2) provides the Court should “freely give leave” to amend a pleading “when justice so requires.” Fed. R. Civ. P. 15(a)(2). In the absence of factors such as undue delay, bad faith, futility, or undue prejudice to the opposing party, “[t]he rule in this Circuit has been to allow a party to amend its pleadings.” Block v. First Blood Assocs., 988 F.2d 344, 350 (2d Cir. 1993); Foman v. Davis, 371 U.S. 178, 182 (1962).3 An amendment is futile when, as a matter of law, the proposed complaint would not survive a Rule 12(b)(6) motion to dismiss. To withstand a Rule 12(b)(6) motion, the allegations in the complaint must meet a standard of “plausibility.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 564 (2007). A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. at 678. “The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Id. (quoting Bell Atl. Corp. v. Twombly, 550 U.S. at 556). B. Rule 21 When a plaintiff moves to amend a complaint to add new parties, Rule 21 also applies. Chow v. Storefront Operating LLC, 2021 WL 225933, at *3 (E.D.N.Y. Jan. 20, 2021). Rule 21 provides the Court may add parties “at any time, on just terms.” Fed. R. Civ. P. 21. Thus, the Court has “broad discretion to permit a change in the parties at any stage of the litigation.” Four Star Cap. Corp. v. NYNEX Corp., 183 F.R.D. 91, 98 (S.D.N.Y. 1997). “[T]he same standard of liberality applies” under both Rule 15(a) and Rule 21. FTD Corp. v. Banker’s Tr. Co., 954 F. Supp. 106, 109 (S.D.N.Y. 1997). II. Bad Faith Defendants argue plaintiff’s motion is made in bad faith because the PAC “go[es] beyond the parameters” of the underlying investigation (Doc. #69 (“Ds.’ Opp.”) at 3) and relies on information revealed in discovery in an unrelated case. The Court disagrees. “[N]ot much case law exists in this Circuit about what constitutes bad faith for the purpose of denying a motion for leave to amend a pleading.” Youngbloods v. BMG Music, 2011 WL 43510, at *9 (S.D.N.Y. Jan. 6, 2011). However, a party invoking bad faith as grounds for the denial of an amendment generally must assert more than “mere delay or inadvertence.” Primetime 24 Joint Venture v. DirecTV, Inc., 2000 WL 426396, at *5 (S.D.N.Y. Apr. 20, 2000); State Trading Corp. of India v. Assuranceforeningen Skuld, 921 F.2d 409, 417-18 (2d Cir. 1990) (denying amendment because plaintiff waited to add certain claims until after the court made a choice-of-law determination). Here, defendants argue Berkshire was the only subject of WHD’s investigation and, therefore, plaintiff’s attempt to join the Putative Defendants constitutes bad faith. As an initial matter, defendants’ assertion is factually incorrect. Plaintiff has submitted documents indicating the Putative Defendants were subjects of the investigation from the outset. For instance, WHD requested tax returns, pay records, and employee information from Rosa Contracting and Rosa Land Tech as early as December 2022. (Doc. #74-1 at ECF 3).4 Similarly, a WHD investigator reiterated to defense counsel in March 2023 “that all businesses owned by Jesus Flores are being reviewed under the FLSA.” (Doc. #74-2 at ECF 2). And, in any event, defendants have not explained in the first instance why plaintiff’s proposed amendments need be limited to the scope of WHD’s underlying investigation. Defendants also assert the PAC improperly relies on materials produced in discovery and subject to a protective order in Alvarez v. Berkshire Nursery & Supply Corp. et al., No. 22-cv-8776 (CS) (S.D.N.Y. filed Oct. 10, 2022) (“Alvarez”).5 This claim is speculative and not supported by any evidence. (See Ds.’ Opp. at 2). Without more, defendants’ suspicion does not permit the Court to infer bad faith simply because plaintiff is a party to the Alvarez action. See, e.g., Blagman v. Apple, Inc., 2014 WL 2106489, at *2-3 (S.D.N.Y. May 19, 2014). Accordingly, defendants have not demonstrated bad faith or improper motive on plaintiff’s part. III. Joinder of the Putative Defendants Defendants argue the Court should deny leave under Rule 21 to add the Putative Defendants because the addition could subject the current defendants to “potential liability in a case in which they very likely have none.” (Ds.’ Opp. at 4). The Court disagrees. A. FLSA Coverage Before considering whether the addition of new claims is unduly prejudicial to defendants, the Court must address in the first instance whether plaintiff’s allegations would be sufficient to state a claim for wage-and-hour violations against Berkshire if the Putative Defendants are added. 1. Legal Standard Under the FLSA, any employee who either (i) “is engaged in commerce or in the production of goods for commerce” or (ii) “is employed in an enterprise engaged in commerce or in the production of goods for commerce” is entitled to minimum and overtime wages. 29 U.S.C. §§206(a), 207(a). These two categories are often referred to as “individual coverage” and “enterprise coverage,” respectively. Jacobs v. N.Y. Foundling Hosp., 577 F.3d 93, 96-97 (2d Cir. 2009). Plaintiff has alleged an “enterprise coverage” theory of liability. (See Doc. #67-1 (“PAC”)
