UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF WISCONSIN
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`BALMURALI RAJARAMAN, JACQUELINE HILL,
`and ANRI INSURANCE AGENCY INC.,
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`Plaintiffs,
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` Case No. 23-CV-425-SCD
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`v.
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`GOVERNMENT EMPLOYEES INSURANCE COMPANY
`a/k/a GEICO,
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`Defendant.
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`DECISION AND ORDER DENYING PLAINTIFFS’ MOTION TO RECONSIDER
`AND GRANTING DEFENDANT’S MOTION FOR SUMMARY JUDGMENT
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`
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`Plaintiffs Balmurali Rajaraman, Jacqueline Hill, and ANRI Insurance Agency, Inc.
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`filed suit against Government Employees Insurance Company (GEICO) for fraud in the
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`inducement, intentional misrepresentation, and breach of contract. The plaintiffs have moved
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`for reconsideration of my denial of their request to substitute or join the bankruptcy trustee
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`as a plaintiff. The defendant has moved for summary judgment in its entirety, claiming that
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`the applicable statute of limitations bars each of the plaintiffs’ claims, and even if not, that
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`each claim fails as a matter of law. For the reasons below, I will deny the plaintiffs’ motion for
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`reconsideration and grant the defendant’s motion for summary judgment.
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`BACKGROUND
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`From 2002 to 2019, Rajaraman worked for GEICO in various roles in Dallas, Texas.
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`ECF No. 93 ¶¶ 1–2. In 2019, Rajaraman and Hill (husband and wife) became the directors of
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`a new insurance company registered in Wisconsin—ANRI Insurance Agency, Inc. Id. ¶¶ 8,
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`46. At that time, Rajaraman quit his job with GEICO and executed an agreement to join the
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`GEICO field representative (GFR) program. Id. ¶ 47. Through the GFR program, GEICO
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`enters contractual relationships with third parties to permit them to sell and service GEICO
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`insurance policies in exchange for commissions. Id. ¶¶ 10–11.
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`Prior to entering the GFR program, Rajaraman claims that two GEICO employees—
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`then-GEICO recruiting manager Victoria Elliot and her assistant Patricia Oropeza—
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`represented to him that GEICO had no GFR opportunities in Texas. Id. ¶¶ 17–18, 42. After
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`GEICO declined to offer a GFR opportunity to Rajaraman in Seattle, Rajaraman considered
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`other available locations, such as Chicago. Id. ¶ 33–37. Rajaraman claims Elliot advised him
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`that Milwaukee “would be a better location as the area was much larger and he would be the
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`only office in the immediate area.” Id. ¶ 39. Hill attended one lunch with Rajaraman and
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`Elliott in May 2019 regarding Rajaraman becoming a GFR. Id. ¶ 43. At that lunch, Hill asked
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`Elliot for the franchise disclosure documents under the assumption that the GFR program
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`was a franchise program. Id. ¶ 44. Elliot advised that it was not a franchise program and that
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`she did not know about any such documents. Id. ¶ 45.
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`On May 20, 2019, Rajaraman submitted his application for the Milwaukee GFR office.
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`Id. ¶ 38. The application required certain financial projections, which Rajaraman had
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`generated based on internal GEICO data that Elliot provided. Id. ¶ 21–22, 24. Rajaraman
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`claims that he questioned Elliot about the data because it did not match public records but
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`that she simply told him not to worry. Id. ¶ 24. The projection that Rajaraman submitted
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`reflected that the Milwaukee office would generate $1,310,260 in revenue and $168,976 in
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`profit in its first year of operation. Id. ¶ 29.
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`GEICO approved Rajaraman for the Milwaukee GFR office by May 28, 2019. Id. ¶ 40.
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`In June 2019, a third party incorporated ANRI and appointed Rajaraman and Hill to be its
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`2
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`directors. Id. ¶ 46; ECF No. 96-3 at 39:23–40:23. Rajaraman was ANRI’s sole shareholder.
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`ECF No. 93 ¶ 9. On July 29, 2019, Rajaraman executed a GFR agreement. Id. ¶ 47. The
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`parties have not produced a fully executed copy of the agreement and dispute whether
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`Rajaraman executed it on behalf of ANRI. Id. ¶¶ 47–48. Rajaraman also attended a two-day
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`GFR orientation and marketing presentation on or around July 29 and 30, 2019. Id. ¶ 49. The
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`presentation (which Rajaraman also received via email) explained GEICO’s marketing
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`support process, including GEICO’s plan to reimburse seventy-five percent of marketing
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`costs. Id. ¶ 50. At the orientation, Elliot informed Rajaraman that she had quit GEICO and
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`been approved to open a GFR office in Mesquite, Texas—near Rajaraman’s home in Texas.
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`Id. ¶ 51–53.
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`After moving to Wisconsin, Rajaraman operated out of a temporary office until he
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`could move into a permanent space in December 2019. Id. ¶ 79; ECF No. 96-3 at 27:22–25.
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`Hill arrived in Wisconsin in February 2020, but even by then, the plaintiffs “didn’t know [if
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`they] could stay open much longer. ECF No. 93 ¶ 90. On March 1, 2020, GEICO sent ANRI
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`a “Plan to Meet Established Expectations Memorandum” because “the sales [were] not
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`coming in.” Id. ¶ 91–92.
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`On March 16, 2020, Rajaraman emailed the GFR management team, advising that he
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`would be closing the Milwaukee office that same day and inquiring about next steps for
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`reemployment in the Dallas office. Id. ¶ 94; ECF No. 86-21. Rajaraman also asked for next
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`steps “to close the office” and stated he would be “on-site during operating hours to help with
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`walk-ins and calls until you give us further direction.” ECF No. 86-21. On March 18, 2020, a
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`3
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`senior GEICO employee texted Rajaraman to log off his computer and shut down all access
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`to GEICO systems. ECF Nos. 93 ¶ 101; 96-3 at 9:17–25.
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`On March 31, 2023, Rajaraman, Hill, and ANRI initiated this action in federal district
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`court. ECF No. 1. They initially sued several other defendants, but after three amended
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`complaints, only GEICO remains. See ECF Nos. 8, 17, 29. The clerk randomly assigned the
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`matter to Judge Stadtmueller, who reassigned the matter to me after all parties consented to
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`the jurisdiction of a magistrate judge under 28 U.S.C. § 636(c) and Fed. R. Civ. P. 73(b). See
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`ECF Nos. 31, 59, 61. On December 20, 2024, the plaintiffs filed a motion to reconsider my
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`denial of their motion to substitute or join the bankruptcy trustee as a plaintiff, ECF No. 83.
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`GEICO filed a brief in opposition, ECF No. 87, and the plaintiffs filed a reply brief, ECF
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`No. 90. On December 20, 2024, the defendant filed a motion for summary judgment under
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`Rule 56 of the Federal Rules of Civil Procedure, see ECF No. 84, the plaintiffs filed a brief in
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`opposition, ECF No. 91, and the defendant filed a reply brief, ECF No. 102. During briefing,
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`the plaintiffs also filed a motion to seal certain exhibits. ECF No. 94 (requesting to seal
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`Exhibits 1 and 7, filed as ECF Nos. 95-1 and 95-2). The defendant filed a motion in support
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`of sealing, ECF No. 101.
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`I.
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`Legal Standard
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`MOTION TO RECONSIDER
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`“Rule 59(e) motions offer district courts an opportunity to correct errors that may have
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`crept into the proceeding, before the case leaves the district court for good.” Sosebee v. Astrue,
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`494 F.3d 583, 589 (7th Cir. 2007). “Rule 59(e) does not provide a vehicle for a party to undo
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`its own procedural failures, and it certainly does not allow a party to introduce new evidence
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`or advance arguments that could and should have been presented to the district court prior to
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`4
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`judgment.” Barrington Music Prods. v. Music & Arts Ctr., 924 F.3d 966, 968 (7th Cir. 2019)
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`(internal quotations omitted) (quoting Cincinnati Life Ins. Co. v. Beyrer, 722 F.3d 939, 954 (7th
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`Cir. 2013)). Rather, “[a] motion under Rule 59(e) may be granted only if there has been a
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`manifest error of fact or law, or if there is newly discovered evidence that was not previously
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`available.” Robinson v. Waterman, 1 F.4th 480, 483 (7th Cir. 2021) (citing Cincinnati Life Ins. Co.,
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`722 F.3d at 954).
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`“A ‘manifest error’ is not demonstrated by the disappointment of the losing party. It is
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`the ‘wholesale disregard, misapplication, or failure to recognize controlling precedent.’” Oto
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`v. Metro. Life Ins. Co., 224 F.3d 601, 606 (7th Cir. 2000) (quoting Sedrak v. Callahan, 987 F. Supp.
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`1063, 1069 (N.D. Ill. 1997)). Thus, relief under Rule 59(e) is an “extraordinary” remedy
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`“reserved for the exceptional case.” Vesey v. Envoy Air, Inc., 999 F.3d 456, 463 (7th Cir. 2021)
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`(quoting Gonzalez-Koeneke v. West, 791 F.3d 801, 807 (7th Cir. 2015)).
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`II. Discussion
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`The plaintiffs contend that my order reflects misunderstandings of: (1) Judge
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`Stadtmueller’s prior orders, (2) GEICO’s arguments regarding undue prejudice, and (3) the
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`scope and effect of the plaintiffs’ proposed substitution.1 ECF No. 83 at 4. I will address each
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`theory in turn.
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`A. Law of the Case Doctrine
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`With respect to Judge Stadtmueller’s prior orders, the plaintiffs argue that my decision
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`violates the “law of the case” doctrine. Id. “The doctrine of law of the case establishes a
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`presumption that a ruling made at one stage of a lawsuit will be adhered to throughout the
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`1 In their reply brief, the plaintiffs raise the additional argument that undue delay does not support denial. ECF
`No. 90 at 11–13. Arguments should not be raised for the first time in a reply brief, and in any event, I rested my
`decision not on delay, but on the conclusion “that an amendment would unfairly prejudice the defendant and
`that any such amendment would likely be futile.” ECF No. 80 at 6.
`5
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`suit.”Avitia v. Metro. Club of Chicago, Inc., 49 F.3d 1219, 1227 (7th Cir. 1995). “Generally
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`speaking, a successor judge should not reconsider the decision of a transferor judge at the
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`same hierarchical level of the judiciary when a case is transferred.” Brengettcy v. Horton, 423
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`F.3d 674, 680 (7th Cir. 2005). The plaintiffs acknowledge that Judge Stadtmueller did not
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`expressly rule on whether the plaintiffs could substitute the bankruptcy trustee into this action,
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`as neither party filed a motion directly on this point during Judge Stadtmueller’s assignment
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`to this case. See ECF No. 83 at 4. Accordingly, the plaintiffs have failed to establish any law
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`of the case on this point.
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`Nevertheless, the plaintiffs insist that I wrongfully relied on Judge Stadtmueller’s
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`statement that “any further amendment will not be permitted.” Id. The plaintiffs argue that
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`Judge Stadtmueller made that comment explicitly with respect to the plaintiffs’ reference to
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`amending their complaint to add new claims, not parties. See ECF No. 83 at 4–5 (citing ECF
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`No. 54 at 10–11). However, my order simply concluded, “It is difficult to disagree with that
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`conclusion, whether it is law of the case or not.” ECF No. 80 at 6. I noted that the plaintiffs
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`have had multiple opportunities to amend the complaint, and yet at every opportunity they
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`did not name the real party in interest. Id. I also observed that the plaintiffs waived any
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`response to the defendant’s argument that amendment or substitution would be futile. Id. This
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`independent reasoning reflects that I did not rely on any indirect ruling by Judge Stadtmueller.
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`In fact, the plaintiffs point out that I contradicted Judge Stadtmueller’s order denying the
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`defendant’s motion to set a dispositive motion deadline. ECF No. 83 at 4–5. This
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`contradiction reflects my willingness to work within the flexibility that is inherent in the law
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`of the case doctrine. See Avitia, 49 F.3d at 1228 (observing that the law of the case doctrine “is
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`no more than a presumption, one whose strength varies with the circumstances; it is not a
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`6
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`straitjacket”). For these reasons, the plaintiffs have not demonstrated any manifest error or
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`that law of the case even applies to this issue.
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`B. Undue Prejudice
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`The plaintiffs also submit that my order was in error because GEICO did not meet its
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`burden of establishing undue prejudice. ECF No. 83 at 5–6. On the contrary, “[t]he party
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`seeking to amend has the burden of showing that undue prejudice will not result to the non-
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`moving party.” McDaniel v. Loyola Univ. Med. Ctr., 317 F.R.D. 72, 77 (N.D. Ill. 2016) (citing
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`King v. Cooke, 26 F.3d 720, 724 (7th Cir. 1994)).2 Thus, the plaintiffs had the burden to establish
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`that amendment or substitution would not “unduly” prejudice GEICO.
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`Even so, the plaintiffs generally repeat the same reasons why they believe any prejudice
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`to GEICO would not be undue—the only exception being that the plaintiffs contend (in their
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`reply brief) that I failed to account for prejudice to the creditors of Rajaraman and Hill’s
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`bankruptcy estate. See ECF Nos. 83 at 5–6, 90 at 9–14. Notwithstanding that “arguments
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`raised for the first time in a reply brief are deemed waived,” the plaintiffs fail to cite any
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`authority establishing that courts must explicitly consider third-party beneficiaries of the
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`litigation. See Griffin v. Bell, 694 F.3d 817, 822 (7th Cir. 2012) (citations omitted). After all,
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`most litigation will result in third-party consequences to some degree.
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`When faced with a motion to amend, “the trial court, in exercising its discretion, must
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`balance the general policy behind Rule 15 (that controversies should be decided on the merits)
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`2 The plaintiffs cite conflicting case law reflecting a different burden—that “the non-movant has the burden to
`show prejudice which outweighs the moving party’s right to have the case decided on the merits.” ECF No. 83
`at 5 (quoting Hartley v. Wisconsin Bell, 167 F.R.D. 72, 74 (E.D. Wis. 1996)). However, the plaintiffs do not
`reconcile that case with conflicting Seventh Circuit precedent or cite any superseding decisions from a court of
`equal or higher authority. See King, 26 F.3d at 724 (finding that “a party seeking an amendment carries the
`burden of proof in showing that no prejudice will result to the non-moving party”). Regardless of the correct
`standard, my order gave weight to the undue prejudice identified by the defendant. See ECF No. 80 at 5–6.
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`against the prejudice that might result from amendment.” Hess v. Gray, 85 F.R.D. 15, 20 (N.D.
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`Ill. 1979). In weighing this balance, the beneficiaries of the litigation (whether third parties or
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`not) are effectively considered in the court’s effort to prioritize merit-based resolutions. Here,
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`in spite of that prioritization, I determined that prejudice to the defendant would be undue.
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`See ECF No. 50 at 5–6. Accordingly, the plaintiffs have not established a manifest error.
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`C. Scope and Effect of Proposed Substitution
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`The plaintiffs argue that I misunderstood the scope and effect of their proposed
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`substitution because introducing the bankruptcy trustee would merely involve an amendment
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`to the caption. ECF No. 83 at 6–7. They insist that their motion to substitute or join (1) was
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`not made on the eve of trial, (2) would not require the defendant to conduct any new
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`discovery; and (3) would not otherwise prejudice the defendant. Id. at 6. These contentions
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`constitute an impermissible attempt to “rehash” old arguments that I already addressed in my
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`last order. See Oto, 224 F.3d at 606. In that vein, the plaintiffs “did not demonstrate that there
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`was a disregard, misapplication or failure to recognize controlling precedent.” Id.
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`With respect to the effect of substitution, the plaintiffs also contend that they intended
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`the motion in question to squash any futility arguments because they recognize that
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`Rajaraman and Hill are not the real parties in interest. ECF No. 83 at 6. This explanation
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`does not change the fact that the plaintiffs failed to respond to GEICO’s allegation that
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`amendment would be futile because the plaintiffs’ claim would fail even if the bankruptcy
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`trustee joined the action. See ECF No. 50 at 6 (citing ECF Nos. 71 at 30–31, 75). The plaintiffs
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`twist the futility argument in their reply brief, contending that they sought amendment to
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`avoid any “then-existing futility.” ECF No. 90 at 10–11. The plaintiffs claim that they were
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`not required to rebut futility arguments because the parties were not permitted to file motions
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`8
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`for summary judgment at the time they filed their motion to substitute or join. See id. This
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`argument is simply nonsensical; regardless of inability to move for summary judgment, any
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`futility will always be revealed sooner or later, so it is still an appropriate consideration for
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`motions to amend. See Lee v. Akture, 827 F. Supp. 556, 561 (E.D. Wis. 1993) (denying a request
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`to add new parties because amendment would be futile).
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`For all the foregoing reasons, the plaintiffs have failed to establish any manifest error
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`with respect to my denial of their motion to substitute or join the bankruptcy trustee as a
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`plaintiff.
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`I.
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`Legal Standard
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`MOTION FOR SUMMARY JUDGMENT
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`“The court shall grant summary judgment if the movant shows that there is no genuine
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`dispute as to any material fact and the movant is entitled to judgment as a matter of law.”
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`Fed. R. Civ. P. 56(a). “Material facts” are those that, under the applicable substantive law,
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`“might affect the outcome of the suit.” See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
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`(1986). A dispute over a material fact is “genuine” “if the evidence is such that a reasonable
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`jury could return a verdict for the nonmoving party.” Id.
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`A moving party is “entitled to a judgment as a matter of law” when “the nonmoving
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`party has failed to make a sufficient showing on an essential element of her case with respect
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`to which she has the burden of proof.” Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). Still,
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`a party seeking summary judgment always bears the initial responsibility of
`informing the district court of the basis for its motion, and identifying those
`portions of the pleadings, depositions, answers to interrogatories, and
`admissions on file, together with the affidavits, if any, which it believes
`demonstrate the absence of a genuine issue of material fact.
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`Id. (internal quotation marks omitted).
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`To determine whether a genuine issue of material fact exists, I must review the record,
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`construing all facts in the light most favorable to the nonmoving party and drawing all
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`reasonable inferences in that party’s favor. See Heft v. Moore, 351 F.3d 278, 282 (7th Cir. 2003)
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`(citing Anderson, 477 U.S. at 255). “However, [my] favor toward the nonmoving party does
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`not extend to drawing inferences that are supported by only speculation or conjecture.”
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`Fitzgerald v. Santoro, 707 F.3d 725, 730 (7th Cir. 2013) (quoting Harper v. C.R. Eng., Inc., 687
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`F.3d 297, 306 (7th Cir. 2012)). That is, “to survive summary judgment, the non-moving party
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`must establish some genuine issue for trial ‘such that a reasonable jury could return a verdict’
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`in her favor.” Id. (quoting Makowski v. SmithAmundsen LLC, 662 F.3d 818, 822 (7th Cir. 2011));
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`see also Thomas v. Nationwide Mut. Ins. Co., 47 F. App’x 255 (4th Cir. 2002) (same).
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`II. Discussion
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`GEICO argues that the applicable statutes of limitation bar each of the plaintiffs’ three
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`claims (intentional misrepresentation, fraud in the inducement, and breach of contract) and,
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`in any event, that the claims fail as a matter of law. ECF No. 85 at 1–2. The plaintiffs maintain
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`that the discovery rule should toll the statutes of limitation and that disputes of material fact
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`prevent resolution on summary judgment. See ECF No. 91 at 11–30.
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`A. Statute of Limitations
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`The parties agree that Wisconsin applies a three-year statute of limitations to
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`intentional misrepresentation and fraud in the inducement claims. See ECF Nos. 85 at 11, 91
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`at 6 (citing Wis. Stat. §§ 893.57, 893.93(1m)(b)). The parties further agree that Maryland law
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`applies to the breach of contract claim, which likewise falls under a three-year statute of
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`limitations. See ECF Nos. 85 at 22, 91 at 16. The parties disagree as to when the three-year
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`clocks started ticking. GEICO argues that the plaintiffs “knew of any and all claims that they
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`could assert and the facts underlying them” no later than March 16, 2020 (the date that
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`Rajaraman closed the Milwaukee GFR office). ECF No. 85 at 13. The plaintiffs do not
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`pinpoint when their claims began to accrue but contend that the discovery doctrine pushed
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`the clocks’ starting times to at least March 31, 2020. See ECF No. 91 at 11–22. Because the
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`plaintiffs filed their complaint on March 31, 2023, the applicable statutes of limitation would
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`bar any claims that began to accrue prior to March 31, 2020.
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`The discovery rule is an exception to the statute of limitations whereby the accrual
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`date for a claim is “when the plaintiffs discovered or, in the exercise of reasonable diligence,
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`should have discovered that the [defendant’s] alleged fraud was a cause of their injuries.” John
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`Doe 1 v. Archdiocese of Milwaukee, 734 N.W. 2d 827, 830–31 (Wis. 2007). Under this rule, “it is
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`not necessary that a defrauded party have knowledge of the ultimate fact of fraud. What is
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`required is that [the defrauded party] be in possession of such essential facts as will, if
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`diligently investigated, disclose the fraud.” Id. (quoting Koehler v. Haechler, 133 N.W.2d 730,
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`732 (Wis. 1965)). The plaintiffs bear the burden of establishing the applicability of the
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`discovery rule. See Wisconsin Laborers Pension Fund v. R.L. Davis Contracting Servs., LLC, No. 19-
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`CV-400-JDP, 2020 WL 6730912, at *1 (W.D. Wis. Nov. 12, 2020) (citing Cathedral of Joy Baptist
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`Church v. Vill. of Hazel Crest, 22 F.3d 713, 717 (7th Cir. 1994)).
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`Maryland applies the discovery rule to civil actions with the same principles. See, e.g.,
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`Morris v. Bank of Am., No. 1:24-CV-01949-JRR, 2024 WL 4651028, at *3 (D. Md. Nov. 1,
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`2024) (“Under the discovery rule, ‘the burden is on Plaintiffs to prove that they did not
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`discover the alleged wrong more than three years before they filed suit and that this lack of
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`discovery was not due to Plaintiffs’ unreasonable failure to exercise ordinary diligence.”)
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`(quoting Finch v. Hughes Aircraft Co., 469 A.2d 867, 893 (Md. App. 1984)).
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`1. Intentional Misrepresentation and Fraud in the Inducement
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`I will address the first two claims together because all the elements of an intentional
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`misrepresentation claim are found in a fraud in the inducement claim. See Kaloti Enterprises,
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`Inc. v. Kellogg, 699 N.W. 2d 205, 217 (Wis. 2005) (“Liability for fraud in the inducement
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`requires that the five elements of an intentional misrepresentation claim for relief . . . are
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`satisfied, and in addition, that the misrepresentation has occurred before contract
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`formation.”). At the heart of these two claims, the parties address the same four
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`misrepresentations allegedly conveyed by GEICO: (1) the parties would not be in a franchise
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`relationship; (2) the plaintiffs would make over $1,000,000 in their first year; (3) GEICO
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`would provide marketing assistance; and (4) there were no GFR opportunities in Texas. See
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`ECF Nos. 85 at 16, 91 at 7–13.
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`Beginning with the franchise relationship, the plaintiffs contend that they lacked
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`essential facts to support such a belief prior to March 31, 2020. ECF No. 91 at 12. They claim
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`that Hill “did not believe they were franchisees until months after the Milwaukee office
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`closed” and that Rajaraman “did not have notice or knowledge of his franchise-based claims
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`until he went ‘through all the facts’ and put them together, which occurred after the
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`Milwaukee office closed.” Id. at 7. These contentions miss the mark, as the discovery doctrine
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`does not require “[a]ctual and complete knowledge of the fraud” to set the limitation period
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`running. John Doe 1, 734 N.W.2d at 843. The time it took for the plaintiffs to “go through”
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`and put the facts together is simply irrelevant when, as here, the plaintiffs have not alleged that
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`they learned of any material facts not already in their possession by March 16, 2020.
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`With respect to the financial projections, the plaintiffs similarly claim that they lacked
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`the essential facts to suspect fraud prior to March 31, 2020. ECF No. 91 at 13–15. The
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`plaintiffs emphasize that they reasonably relied on financial data from GEICO that projected
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`over one million dollars in first-year earnings. See id. However, the plaintiffs do not
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`meaningfully rebut GEICO’s contention that the truth or falsity of its representations must
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`have been known to the plaintiffs no later than the date that they ceased operations. See ECF
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`No. 85 at 12–13. After all, ANRI ceased operations less than eight months after entering the
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`GFR program and had not performed as financially projected. See ECF No. 93 at ¶¶ 47, 94,
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`99. Accordingly, the discovery doctrine will not forgive their delayed investigation. See Lewis
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`v. Paul Revere Life Ins. Co., 80 F. Supp. 2d 978, 1006 (E.D. Wis. 2000) (“The discovery rule
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`insures that the limitations period will not begin to run on plaintiffs who reasonably do not
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`know or are unsure about whether they have been injured. It does not toll the beginning of
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`the limitations period until plaintiffs have completed research into their potential causes of
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`action.”).
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`As for marketing assistance, the plaintiffs contend that they were not aware of any
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`related misrepresentations by March 16, 2020. ECF No. 91 at 15. The plaintiffs argue that
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`GEICO wrongfully relied on a conversation between Rajaraman and another GFR regarding
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`GEICO allegedly “pulling the plug” on marketing in the Midwest. ECF No. 91 at 15.
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`Regardless of that conversation, the plaintiffs have failed to explain what facts were unknown
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`to them by March 16, 2020—and even so, the relevant tipping point in fact discovery was
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`March 31, 2020. See id. at 15–16. Although the plaintiffs argue that Rajaraman did not receive
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`a copy of the GFR agreement until after ANRI ceased operations, they do not suggest that
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`they were unaware of GEICO’s representations to assist with marketing.3 ECF No. 91 at 8.
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`3 The plaintiffs concede that Rajaraman attended a presentation and received an email during GFR orientation
`that explained GEICO’s marketing support process, including GEICO’s plan to reimburse seventy-five percent
`of marketing costs and other marketing resources. ECF No. 93 ¶¶ 49–50.
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`The plaintiffs point to several representations by GEICO employees about assistance with
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`marketing and client generation, but these occurred prior to ANRI’s closing—by which point
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`the plaintiffs knew what marketing assistance GEICO had provided. See id. at 16.
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`Consequently, the plaintiffs have not established applicability of the discovery rule.
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`Finally, the plaintiffs argue that they were unaware—prior to March 16, 2020—of
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`GEICO’s alleged misrepresentations regarding the availability of Texas-based GFR offices.
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`ECF No. 91 at 16. The plaintiffs assert that their knowledge of Elliot’s GFR opportunity in
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`Texas was insufficient to put them on notice of a potential claim for fraud because multiple
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`GFR opportunities became available in Texas over the coming months. Id. at 17. In fact, the
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`plaintiffs point out that five GFR locations became available in Texas between June 2018 and
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`the end of 2019. Id. The plaintiffs contend that GEICO failed to prove that Rajaraman had
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`notice of all the Texas-based GFR offices available. Id. at 18. But it is not the defendant’s
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`burden to prove the discovery rule’s application for the plaintiffs. See Cathedral of Joy Baptist
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`Church, 22 F.3d at 717. The plaintiffs have offered no evidence regarding when they first
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`learned about the other Texas opportunities, nor have they produced any other evidence
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`gleaned after March 16, 2020, in support of their claim.
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`Ultimately, the plaintiffs argue that “the mere understanding that certain financial,
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`marketing, and franchise-related representations were inaccurate, is not the same as testimony
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`or evidence in the record that the [p]laintiffs knew that GEICO had intentionally or
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`fraudulently made such misrepresentations with the intent that [the plaintiffs] rely on them.”
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`ECF No. 91 at 21. While the plaintiffs’ observation is correct, they improperly blame the
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`defendant for failing to bridge that gap. The defendant is not responsible for building the
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`plaintiffs’ case. Here, the plaintiffs have not provided evidence of fraudulent intent beyond the
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`existence of inaccuracies and unfulfilled expectations. GEICO maintains that it did not
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`engage in fraudulent misrepresentations, so it makes little sense to expect GEICO to pinpoint
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`when the plaintiffs learned of evidence suggesting conduct that GEICO claims never
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`occurred. Put simply, the plaintiffs’ failure to introduce any evidence that they learned of
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`material facts after March 16, 2020, is fatal to their claim. See Beardsall v. CVS Pharmacy, Inc.,
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`953 F.3d 969, 973 (7th Cir. 2020) (“Summary judgment is the proverbial put up or shut up
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`moment in a lawsuit, when a party must show what evidence it has that would convince a
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`trier of fact to accept its version of the events.”). Because the plaintiffs filed the complaint
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`more than three years later, the applicable statutes of limitation bar their claims for intentional
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`misrepresentation and fraud in the inducement.
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`2. Breach of Contract
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`The plaintiffs argue that GEICO obstructed their ability to discover their breach of
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`contract claim by refusing to provide Rajaraman with a copy of the GFR agreement until he
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`retained counsel sometime after ANRI ceased operations. ECF No. 91 at 22. But the plaintiffs
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`fail to provide evidence backing up this assertion.4 Regardless, the plaintiffs fail to successfully
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`establish application of the discovery doctrine to their claim for breach of contract. After all,
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`the plaintiffs do not claim they were unaware of GEICO’s obligations, only that GEICO failed
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`to provide a copy of the executed contract. See ECF No. 91 at 21–22, 31–33.
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`4 The plaintiffs cite “Ex. 1, ¶ 1–4” as evidence of GEICO’s refusal to provide a copy of the GFR agreement, but
`the record is unclear as to what document the plaintiffs intended to cite. The first attachment to the plaintiffs’
`appendix, ECF No. 96-1, is labelled Exhibit 2. “Exhibit 2” is an excerpt from Rajaraman’s deposition transcript,
`and the beginning paragraphs do not support the claim. The plaintiffs’ appendix, ECF No. 94, identifies Exhibit
`1 as an email from Elliot to Rajaraman regarding the GFR orientation schedule. The plaintiffs also moved to
`seal “Exhibit 1,” but it likewise lacks support. See ECF Nos. 94, 95-1. The defendant’s Exhibit 1 also does not
`support the claim. See ECF No. 86-2.
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`As signatory to the contract, the plaintiffs are charged with the knowledge of its
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`contents. See Mitchell v. AARP Life Ins. Program, New York Life Ins. Co., 779 A.2d 1061, 1071
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`(Md. 2001) (“[A] contract signatory is presumed to know the contents, signs at his peril,
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`suffers the consequences of his negligence, and is estopped to deny his obligation under the
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`contract.”). Logically, the plaintiffs knew what marketing and training GEICO had provided
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`by the time ANRI ceased operations; they have not asserted that any reimbursement or other
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`similar scheme caused a delay in that understanding. The plaintiffs have failed to identify any
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`material information they gleaned after March 16, 2020, that underpinned their claim. See
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`Curry v. Trustmark Ins. Co., 600 F. App’x 877, 884 (4th Cir. 2015) (affirming court’s refusal to
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`apply discovery rule to breach of co