Breland v. Levada Ef Five, LLC
| Decision Date | 28 April 2016 |
| Docket Number | CIVIL ACTION NO. 14-158-CG-C |
| Parties | CHARLES K. BRELAND, JR., et al., Plaintiffs, v. LEVADA EF FIVE, LLC, Defendant. |
| Court | U.S. District Court — Southern District of Alabama |
This matter is before the Court on the motion of Plaintiffs1 for a renewed judgment as a matter of law on Plaintiffs' breach of contract claims (Doc. 178), opposition thereto by Defendant Levada EF Five, LLC ("Levada") (Doc. 181), Plaintiffs' Renewed Motion for Judgment as a Matter of Law on Levada's Counterclaim for Breach of Contract (Doc. 179), Levada's opposition thereto (Doc. 182), Plaintiffs' Motion for a New Trail or, Alternatively, Motion for Remittitur (Doc. 180), Levada's response in opposition thereto (Doc. 183), Levada's Motion for Entry of Judgment With Interest, Attorneys' Fees, and Litigation Expenses (Doc. 175), and Plaintiffs' objection thereto (Doc. 177). For the reasons explained below, the Court holds that Plaintiffs' Motions forJudgment as a Matter of Law and their Motion for a New Trial or, Alternatively, Motion for Remittitur is due to be denied. As to Levada's Motion for Entry of Judgment with Interest, Attorneys' Fees, and Litigation Expenses, the Court holds for the reasons set forth below that it is due to be granted, in part, withheld, in part, and denied, in part.
This case arises from an Amended and Restated Agreement (the "Agreement") between Mr. Breland and Levada, which is a product of Mr. Breland's bankruptcy. The Agreement facilitated the transfer of Plaintiffs' interest in approximately 20,676 acres of land located in Carbon County, Utah (the "Utah property") to Levada pursuant to the Agreement's terms and conditions. Plaintiffs filed a three-count breach of contract suit against Levada, and Levada filed a one-count breach of contract counterclaim against Plaintiffs. The case was tried before a jury in this Court on February 1, 2, and 3, 2016.
Of the three counts originally filed, Plaintiffs only pursued two at trial: (1) Levada failed to pay property taxes for the Utah property in violation of Section 15 of the Agreement and (2) Levada failed to satisfy Section 8 of the Agreement, which requires Levada, subject to force majeure, to meet certain development obligations for the Utah property. Levada's counterclaim sought damages under Section 14 of the Agreement for Mr. Breland's failure to transfer three Questar Facility Agreements to Levada within 120 days ofthe Agreement's closing date. The jury returned a verdict in favor of Levada on Plaintiffs' two breach of contract claims and on Levada's counterclaim for breach of contract. (Doc. 173-1). On Levada's counterclaim, the jury awarded Levada "$1,500,000.00 - 79,328.98 Utah taxes paid," which equals $1,420,671.02 in total damages. Id. at 2.
Judgment as a matter of law under Rule 50(a) of the Federal Rules of Civil Procedure is appropriate where "there is no legally sufficient evidentiary basis for a reasonable jury to find for the non-moving party." Optimum Techs., Inc. v. Henkel Consumer Adhesives, Inc., 496 F.3d 1231, 1251 (11th Cir. 2007). If the court denies a Rule 50(a) motion, the movant may file a "renewed motion" after trial. Fed. R. Civ. P. 50(b).
The standard for deciding a Rule 50(b) motion is the same as a Rule 50(a) motion. McGinnis v. Am. Home Mortg. Servicing, Inc., - F.3d -, 2016 WL 1105394, at *8 (11th Cir. 2016). Thus, the proper Rule 50(b) "analysis is squarely and narrowly focused on the sufficiency of the evidence." Chaney v. City of Orlando, 483 F.3d 1221, 1227 (11th Cir. 2007). In evaluating whether sufficient evidence supports a jury's verdict, "'the court must evaluate all the evidence, together with any logical inferences, in the light most favorable to the non-moving party.'" Id. (quoting Beckwith v. City of Daytona Beach Shores, 58 F.3d 1554, 1560 (11th Cir. 1995)). The Court is ever mindful ofthe Eleventh Circuit's instruction that "'[i]t is the jury's task—not [the court's]—to weigh conflicting evidence and inferences, and determine the credibility of witnesses.'" Id. (quoting Shannon v. Bellsouth Telecomms., Inc., 292 F.3d 712, 715 (11th Cir. 2002)). "A motion under Rule 50(b) is not allowed unless the movant sought relief on similar grounds under Rule 50(a) before the case was submitted to the jury." Exxon Shipping Co. v. Baker, 554 U.S. 471, 485 n.5 (2008).
Between Plaintiffs' Renewed Motion for Judgment as a Matter of Law for their two claims and Levada's counterclaim, Plaintiffs raise three arguments. First, Plaintiffs aver that undisputed evidence proved that Levada did not pay taxes on the Utah property in accordance with Section 15 and, therefore, breached the Agreement. (Doc. 178, p. 3). Specifically, Plaintiffs contend that Mr. Breland paid $79,328.98 in 2013 to cover the taxes due on the Utah property from mid-2011 through 2012. Further, Plaintiffs maintain that Levada's representative, Adrian Zajac, admitted during his testimony to not paying the taxes from mid-2011 on while under an obligation to do so.2 Thus, Plaintiffs contend they are due judgment as a matter of law on their failure to pay property taxes claim. Levada countersthat it produced sufficient evidence to show Plaintiffs caused or could have caused Levada's failure to pay taxes on the Utah property.
If Plaintiffs are the cause of Levada's failure to pay taxes on the Utah property, Plaintiffs cannot benefit from Levada's nonperformance. See Tiller v. YW Housing Partners, Ltd., 5 So. 3d 623, 629 (Ala. Civ. App. 2008).3 Testimony at trial diverges on this point. On the one hand you have Mr. Breland testifying that he told Adrian Zajac4 the taxes were due but not sure if he ever told Mr. Zajac he paid the taxes. (Doc. 184-1, p. 3, ll. 2-4). On the other, Mr. Zajac testified that "there was some confusion in 2011 and '12 as to getting all the proper taxes, all the proper tax notices." (Doc. 184-2, p. 2, ll. 14-18). Upon finding out that Mr. Breland paid the taxes on the Utah Property from mid-2011 through 2012, Mr. Zajac testified that he attempted to reimburse Plaintiffs for the taxes paid but was refused. Id. at 3, ll. 1-5. Moreover, Mr. Zajac's testimony established that, even as late as a few weeks before trial, taxes for portions of the Utah property remained assessed and notified in Plaintiffs' name. Id. at 2, ll. 16-18.
Thus, the present issue boils down to whether Mr. Breland or Mr. Zajac is the more credible witness. Deciding between the two is not within the Court's discretion in deciding the present Rule 50(b) motion. SeeMcGinnis, - F.3d -, 2016 WL 1105394, at *8. And despite Plaintiffs' contentions otherwise, the jury's reduction of Levada's award by the taxes Mr. Breland paid is "not germane to the legal analysis" of whether a Rule 50(b) motion should be granted. Chaney, 483 F.3d at 1228. As such, the issue is "whether there was sufficient evidence ... from which a reasonable jury could find" that Levada's failure to pay taxes could be attributed to Plaintiffs. Id. This question is answered affirmatively. Therefore, the Court DENIES Plaintiffs' Renewed Motion for Judgment as a Matter of Law on their first claim against Levada: failure to pay property taxes for the Utah property.
Second, Plaintiffs move judgment on their claim that Levada failed to satisfy its development obligation. (Doc. 178, p. 5). An examination of the record shows that Plaintiffs failed to move for judgment as a matter of law for this claim during trial. It is undisputed that a Rule 50(b) motion "cannot assert grounds in the renewed motion that it did not raise in the earlier motion." Doe v. Celebrity Cruises, Inc., 394 F.3d 891, 903 (11th Cir. 2004). To allow otherwise would open counsel up to being ambushed or sandbagged regarding the sufficiency of the evidence after it is too late to address the potential deficiency. Id. Therefore, Plaintiffs' motion for judgment on their second claim is DENIED because it is improperly before the Court.
Third, Plaintiffs move for judgment on Levada's counterclaim that Mr. Breland breached the Agreement by failing to transfer the Questar FacilityAgreements within 120 days of the closing date. (Doc. 179). Plaintiffs first contend that they are due a favorable ruling because Levada failed to prove its own performance under the Agreement. Id. at 3. Turning to the trial record, the Court finds this argument shares a common bond with the argument discussed immediately above: Plaintiffs did not raise it during trial. Thus, this argument is improperly before the Court.
Plaintiffs next aver that judgment as a matter of law is due on Levada's counterclaim because Section 14 of the Agreement limits Levada's remedy to indemnification of expenses incurred in gaining alternative access to the Questar Pipeline. (Doc. 179, p. 10). Alternatively, Plaintiffs argue that, even if the Agreement allows for damages, Levada suffered no cognizable injury because the Questar Facility Agreements are of no use until Levada develops the Utah property. Id. at 12. Therefore, Plaintiffs contend that the million and a half dollars in damages Mr. Zajac testified to were "taken out of the air." Id. at 13.
Alabama law recognizes the freedom to contract and upholds "clearly manifested limitations" in a contract. Campbell v. S. Roof Deck Applicators, Inc., 406 So. 2d 910, 913 (Ala. 1981). But listing only one remedy in a contract does not necessarily equate to a clearly manifested exclusion of all other remedies. Instead, the exclusivity of a remedy is based on the "intention of the parties gathered from the whole contract viewed in light ofthe surrounding facts and circumstances." Coral Gables v. Patterson, 173 So. 4, 6 (1937).
Section (B)(1), Section 2(ii), Section 3, and Section 14 of the Agreement directed Mr. Breland to transfer three Questar Facility Agreements to Levada. (Doc. 172-1, pp. 1-19). Section 14 required the transfer to take place "[w]ithin 120 days of...
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