Eden Elec., Ltd. v. Amana Co.
| Decision Date | 28 May 2004 |
| Docket Number | No. 03-2123.,No. 03-2188.,03-2123.,03-2188. |
| Citation | 370 F.3d 824 |
| Parties | EDEN ELECTRICAL, LTD., Plaintiff/Appellee, Itzhak Eden; Yehezkel Ida; Aharon Ida; Yocheved Rosenbaum; Michal Rosenbaum; Arieh Rosenbaum Heirs, the wife, daughter and heirs of Arieh Rosenbaum, Plaintiffs, v. AMANA COMPANY, doing business as Amana Appliances, L.P., Defendant/Appellant, Richard Montross, Individually; Steve Prusha, Individually; Leonard Mason, Individually; Bruce Boyle, Individually, Defendants, United States Chamber of Commerce, Amicus on Behalf of Appellant. Eden Electrical, Ltd., Plaintiff/Appellant, Itzhak Eden; Yehezkel Ida; Aharon Ida; Yocheved Rosenbaum; Michal Rosenbaum; Arieh Rosenbaum Heirs, the wife, daughter and heirs of Arieh Rosenbaum, Plaintiffs, v. Amana Company, doing business as Amana Appliances, L.P., Defendant/Appellee, Richard Montross, Individually; Steve Prusha, Individually; Leonard Mason, Individually; Bruce Boyle, Individually, Defendants, United States Chamber of Commerce, Amicus on Behalf of Appellee. |
| Court | U.S. Court of Appeals — Eighth Circuit |
Mark E. Weinhardt, Des Moines, IA, argued, for appellant/cross-appellee.
Kevin Heath Collins, Cedar Rapids, IA, argued, for appellee/cross-appellant.
Before WOLLMAN, FAGG, and HANSEN, Circuit Judges.
This appeal arises out of a distributorship agreement between Amana Company, L.P., doing business as Amana Appliances, Inc. (Amana) and Eden Electrical, Ltd. (Eden). In return for Eden's purchase of $2.4 million in inventory, Amana agreed to make Eden its exclusive distributor in Israel. Eden brought suit, alleging fraud, after Amana abruptly terminated the agreement seventy-seven days after its signing. The jury returned a verdict in favor of Eden, awarding it $2.1 million in compensatory damages and $17.875 million in punitive damages. Amana appeals, arguing (1) that a number of the district court's1 jury instructions were improper and (2) that the punitive damages award, although reduced by the district court to $10 million, violates due process and Iowa law. Eden cross-appeals, arguing that the district court erred in reducing the punitive damages award. We affirm.
At the time of the acts complained of, Eden owned twenty-five appliance stores throughout Israel, at least some of which sold Amana refrigerators, which Eden purchased from Amana's Israeli distributor, Pan El A/Yesh Shem, which was owned and controlled by Leon Adam. As a result of certain legal and financial problems on the part of Adam and Pan El A/Yesh Shem (including a $2.4 million debt another Adam-controlled company owed Amana), Amana needed a new distributor for Israel. Adam approached Eden about possibly taking over the Israeli Amana distributorship. After considering the proposal, Eden decided to send a number of representatives to meet with Amana executives in Iowa. Eden's representatives traveled to Iowa, met with Amana executives, signed the distributorship agreement, and delivered to Amana's executives a check for $1.2 million and letter of credit in the same amount. During the negotiations, Amana executives, including a territory manager, the international credit manager, and a vice president, made a variety of assurances to Eden's representatives about Amana's good faith, its hope of having a long-term business relationship with Eden, and its willingness to have a direct business relationship with Eden as its exclusive distributor in Israel.
Seventy-seven days after the agreement was reached and payment was made, Amana terminated the distributorship contract without any explanation. Eden's attempts to make contact with Amana were met with no response. Unbeknownst to Eden, which believed it was embarking on a long-term relationship as Amana's exclusive distributor, Amana had, following the execution of the agreement, continued selling refrigerators to other entities for the Israeli market and had represented to others that it was still looking for a long-term distributor for Israel. Eden eventually brought suit, alleging fraud in the inducement. Following a thirteen-day trial, the jury returned the above-described verdict in favor of Eden.
We review the district court's jury instructions for abuse of discretion. Brown v. Sandals Resorts Intern., 284 F.3d 949, 953 (8th Cir.2002). Our review is limited to a determination of whether the instructions fairly and accurately present the evidence and law to the jury given the issues in the case. Id. Where a party contends that an improper instruction was given to the jury, reversal is appropriate only where the erroneously given instruction affects substantial rights. Id.
Amana first argues that the district court's fraudulent misrepresentation jury instruction was not supported by the evidence and was legally erroneous because Amana had never represented that it was acting in good faith. This contention rings hollow, however, in light of the testimony of one of Amana's officers that he had expressly told Eden's representatives that Amana would deal with them in good faith. Additionally, Amana complains about the district court's decision to give both a fraudulent misrepresentation instruction as well as a fraudulent nondisclosure charge. Contrary to Amana's contention that the two charges were duplicative, the evidence adduced at trial supported the giving of both instructions. The district court reasonably determined that a jury might find (as it ultimately did) that Amana actively misrepresented its good faith but did not commit the distinct act of failing to communicate other information it was obliged to disclose.
Amana next argues that the district court erred in instructing the jury about how the actions of Amana's agents could be imputed to it to form the basis of its fraud. Specifically, Amana argues that the conduct of its agents Prusha, Mason, and Boyle should not have been considered because the individual fraud claims against them had been dismissed at summary judgment. Amana cites no case for the proposition that a corporation's fraud must be committed entirely by a single agent. It is simply not necessary that the entire scheme of fraud be perpetrated by a particular individual. Rather, it is the actions of the corporation as a whole, executed by its agents individually or collectively, that must satisfy the essential elements of the fraud claim. Accordingly, we find no error in the court's instruction.
We review de novo the district court's determination regarding the constitutionality of a punitive damages award. Ross v. Kansas City Power & Light, Co., 293 F.3d 1041, 1048 (8th Cir.2002). Because the Iowa Supreme Court's opinions track the United States Supreme Court's due process holdings, see, e.g., Wilson v. IBP, Inc., 558 N.W.2d 132, 147 (Iowa 1996), the same analysis is utilized in examining the legality of the punitive damage award under both federal and state due process principles. Id.
The United States Supreme Court has held that we must look to three factors in determining whether a punitive damages award is so grossly excessive as to violate due process: the reprehensibility of the conduct complained of, the disparity between the harm or potential harm suffered by the plaintiff and the punitive damages award (often expressed as a ratio), and the difference between the punitive damages award and the civil or criminal penalties authorized or imposed in comparable cases. BMW of N. Am., Inc. v. Gore, 517 U.S. 559, 575, 116 S.Ct. 1589, 134 L.Ed.2d 809 (1996). Because the most important of these factors is the reprehensibility of the defendant's...
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