Bio Med Techs. Corp. v. Sorin CRM United States, Inc., Civil Action No. 14-cv-0154-WJM-CBS
| Decision Date | 24 March 2016 |
| Docket Number | Civil Action No. 14-cv-0154-WJM-CBS |
| Parties | BIO MED TECHNOLOGIES CORPORATION, Plaintiff, v. SORIN CRM USA, INC., f/k/a ELA MEDICAL, INC., Defendant. |
| Court | U.S. District Court — District of Colorado |
Plaintiff Bio Med Technologies Corporation ("Plaintiff" or "Bio Med") brought this action against Defendant Sorin CRM USA, Inc. ("Defendant" or "Sorin") arising out of an agreement under which Plaintiff was to sell Defendant's products as an independent contractor. (ECF No. 1.) A five-day jury trial in this case commenced on December 7, 2015. (ECF Nos. 161-165.) A verdict was reached on December 11, 2015, in which the jury found in favor of Defendant. (ECF No. 169.) Final Judgment was entered on December 14, 2015. (ECF No. 172.)
This matter is before the Court on four post-trial motions: (1) Defendant's Motion for Reasonable Attorneys' Fees and Non-Taxable Costs ("Fee Motion") (ECF No. 175); (2) Defendant's Motion to Join Jack Oliver as an Additional Party Pursuant to Fed. R. Civ. P. 21 ("Joinder Motion") (ECF No. 177); (3) Plaintiff's Motion for Judgment Notwithstanding Verdict ("JNOV Motion") (ECF No. 184); and (4) Plaintiff's Motion for New Trial Pursuant to Rule 59 ("New Trial Motion") (ECF No. 185). For the reasons set forth below, the Fee Motion is granted in part and denied in part, and the Joinder Motion, JNOV Motion, and New Trial Motion are all denied.
Defendant is a medical device company that develops, manufactures, and sells medical technologies for the treatment of cardiac rhythm disorders. (ECF No. 76 at 2.) Plaintiff and Defendant executed an Independent Sales Representative Agreement ("Agreement") with an effective date of August 1, 2009. (Id. at 3.) Under the Agreement, Plaintiff sold cardiac rhythm management products for Defendant. (Id.) Plaintiff was operated and owned solely by Jack Oliver, a medical device sales representative, who signed the Agreement on Plaintiff's behalf. (Id.; ECF No. 95-1 at 15.) Plaintiff filed this action on January 21, 2014, bringing claims for breach of contract, fraud, conversion, and interference with business relations. (ECF No. 1.) The Agreement terminated on August 1, 2014 when Defendant provided Plaintiff a non-renewal notice. (ECF No. 76 at 3.)
On January 30, 2015, the Court granted in part Defendant's Early Motion for Partial Summary Judgment, finding in Defendant's favor as to Plaintiff's conversion and interference with business relations claims. (ECF No. 73.) Defendant subsequently moved for summary judgment as to Plaintiff's remaining claims. (ECF No. 79.) On August 17, 2015, the Court granted summary judgment in Defendant's favor as to Plaintiff's express breach of contract claim and fraud claim, as well as the portion of Plaintiff's claim for breach of the implied covenant of good faith and fair dealing that relied on the exclusion of Drs. Kutalek and Blumberg from Plaintiff's territory. (ECF No.109.) The Court denied summary judgment as to the remainder of Plaintiff's claim for breach of the covenant of good faith and fair dealing based on a finding that material factual disputes existed. (Id. at 8-16.)
A jury trial on Plaintiff's good faith and fair dealing claim commenced on December 7, 2015. (ECF Nos. 161-165.) On December 11, 2015, the jury found in favor of Defendant. (ECF No. 169.) Final Judgment was entered on December 14, 2015. (ECF No. 172.) The Fee Motion and Joinder Motion were filed on December 28, 2015 (ECF Nos. 175, 177), and the JNOV Motion and New Trial Motion were filed on January 11, 2016 (ECF Nos. 184, 185). All four motions are fully briefed and ripe for disposition.
Plaintiff's two motions both seek relief based on asserted errors by the Court with respect to Plaintiff's breach of contract claim and fraudulent inducement claim. (ECF Nos. 184, 185.) The Court granted summary judgment as to both of these claims in its order dated August 17, 2015 ("Summary Judgment Order"). (ECF No. 109.)
Plaintiff brings its JNOV Motion pursuant to Federal Rule of Civil Procedure 50, seeking judgment in Plaintiff's favor as to its claim for breach of contract—dismissed at summary judgment—based on Defendant's failure to provide product in Barbados and its failure to provide post-implant technical support. (ECF No. 184.)
As a procedural matter, Plaintiff's JNOV Motion is utterly perplexing. The plain language of Rule 50(a) permits judgment as a matter of law "[i]f a party has been fully heard on an issue during a jury trial," and notes that a motion under that rule "may be made at any time before the case is submitted to the jury." As such, this is patently not a Rule 50(a) motion, and Plaintiff made no Rule 50(a) motion at trial.
Under Rule 50(b), the Court may consider a renewed Rule 50(a) motion after trial. Fed. R. Civ. P. 50(b). However, "[a] party may not circumvent Rule 50(a) by raising for the first time in a post-trial motion issues not raised in an earlier motion for directed verdict." United Int'l Holdings, Inc. v. Wharf (Holdings) Ltd., 210 F.3d 1207, 1228 (10th Cir. 2000) (citing FDIC v. United Pac. Ins. Co., 20 F.3d 1070, 1076 (D.C. Cir. 1994)); see also Marshall v. Columbia Lea Regional Hosp., 474 F.3d 733, 738 (10th Cir. 2007) (); 9B C. Wright & A. Miller, Fed. Prac. & Proc. Civ. § 2537, at 603-04 (3d ed. 2008) ( ); Fed. R. Civ. P. 50, advisory committee's note ("A post-trial motion for judgment can be granted only on grounds advanced in the pre-verdict motion.").
As Plaintiff made no Rule 50(a) Motion, the Court finds that no Rule 50(b) Motion from Plaintiff can be considered. The JNOV Motion is therefore denied as procedurally improper.
Plaintiff's New Trial Motion is brought pursuant to Rule 59. (ECF No. 185.) Plaintiff does not cite which subsection of Rule 59 it refers to, but the only subsection under which the Court can grant a new trial after a jury trial on a party's motion is Rule 59(a)(1)(A). That subsection permits the Court to grant a new trial, "after a jury trial, for any reason for which a new trial has heretofore been granted in an action at law in federal court."
Plaintiff seeks a new trial based on four assigned errors of the Court: (1) granting summary judgment on the breach of contract claim; (2) not instructing the jury on Defendant's duty to provide post-implant patient checks; (3) not instructing the jury on rules governing contract interpretation, leading to jury confusion regarding which party is obligated to provide post-implant patient checks; and (4) granting summary judgment on the fraudulent inducement claim. (ECF No. 185 at 2-3.)
As to the second and third arguments regarding jury instructions, the Court first notes that Plaintiff appears to have misread the Court's Summary Judgment Order regarding Plaintiff's allegations on Defendant's technical support obligations under the Agreement. While Plaintiff asserts, erroneously, that "the summary judgment ruling prior to trial found that BioMed was responsible for providing all technicians and sub-reps for all patient implants and checks," the Summary Judgment Order in fact stated only that the Agreement did not expressly require Defendant to provide post-implant patient checks. (See ECF No. 109 at 5 ( .) That finding applied to Plaintiff's breach of contract claim insofar as it alleged an express breach of contract based on Defendant's alleged failure to provide post-implant patient checks. Because the parties' respective obligations under the implied covenant of good faith and fair dealing were not dependent solely on express contractual provisions, the Court permitted the parties to discuss this matter at trial. As such, Plaintiff is incorrect that it was not permitted to explore this issue further at trial.1
Regardless of this misunderstanding, Plaintiff has failed to show that the Court's failure to instruct the jury as to post-implant patient checks or contract interpretation warrants a new trial. Plaintiff did not offer any proposed jury instructions on either of these issues, nor did Plaintiff object at trial to the Court's final set of jury instructions, notwithstanding the opportunity it was provided to do so at the charging conference phase of trial. Plaintiff's assertion that it "was not afforded the opportunity to present jury instructions on the issue" is flatly erroneous. (ECF No. 185 at 3.) "In this circuit, to comply with Rule 51 [] a party mustboth proffer an instruction and make a timely objection to the refusal to give a requested instruction." Abuan v. Level 3 Commc'ns, Inc., 353 F.3d 1158, 1172 (10th Cir. 2003). Plaintiff has failed to do so here, and the Court sees no plain error in the absence of these instructions. Accordingly, the Court denies Plaintiff's request for a new trial based on the failure to properly instruct the jury.
As to Plaintiff's first and fourth arguments regarding the...
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