CITIBANK, NA v. Data Lease Financial Corp., 78-5747-Civ.

• Decision Date: 26 January 1989
• Docket Number: No. 78-5747-Civ.,78-5747-Civ.
• Citation: 703 F. Supp. 80
• Parties: CITIBANK, N.A., Plaintiff, v. DATA LEASE FINANCIAL CORP., Defendant.
• Court: U.S. District Court — Southern District of Florida

703 F. Supp. 80

CITIBANK, N.A., Plaintiff, v. DATA LEASE FINANCIAL CORP., Defendant.

No. 78-5747-Civ.

United States District Court, S.D. Florida, Miami Division.

January 26, 1989.

John H. Schulte, Tew Jorden Schulte & Beasley, Miami, Fla., for plaintiff.

Bruce W. Greer, Greer, Homer, Cope & Bonner, Miami, Fla., for defendant.

ORDER DENYING MOTION TO VACATE

NESBITT, District Judge.

This cause is before the Court on Data Lease's Motion to Reconsider and Vacate Memorandum Opinion and Order of Dismissal, filed on December 2, 1988, 700 F.Supp. 1099. The Court has revisited the issues raised in the Memorandum Opinion, has carefully considered the arguments presented in the moving papers and at oral argument, and has undertaken extensive independent research, and concludes that the motion to vacate must be denied. For purposes of a complete record, and for the sake of brevity, the Court's Memorandum Opinion and Order of Dismissal dated December 2, 1988 is incorporated herein by reference.

In the Memorandum Opinion and Order of Dismissal, the Court granted Citibank's Motion to Dismiss Data Lease's Counterclaims and Strike Data Lease's Affirmative Defenses. As Data Lease argues in the pending motion, Citibank's motion to dismiss was indeed filed on the eve of trial and was improperly styled as a motion to dismiss. The Court notes, however, that Data Lease did not request a continuance of the trial, and urged the Court to resolve the motion before jury selection because it was, in counsel's word, potentially "dispositive" of the entire case. Data Lease's lamentations regarding the sufficiency of time allowed for a response to the motion to dismiss strike the Court as disingenuous at best.¹ Counsel for Data Lease stated at oral argument, "We have had a substantial amount of time now" and repeatedly said that no new facts had come to light since the first hearing on the motion to dismiss.² (tr. Jan. 19, 1989 at 2). Therefore, the Court considers any objection as to the timeliness of the motion to dismiss to have been rendered moot. The Court also finds that the dispositive issue involved here is a question of law that should have been raised in a motion for summary judgment rather than in a motion to dismiss, but again, counsel having had "substantial" time to respond, the procedural flaw has not prejudiced Data Lease.

Data Lease's motion to vacate presents a two-step argument: (1) the dismissal with prejudice of the directors does not preclude Data Lease from trying its claims against Citibank, but if it does, (2) the Court has a duty to "do justice" under Fed.R.Civ.P. 54(b) and relieve the parties from the legal consequences of the stipulation of dismissal with prejudice.

Data Lease has cited no authority to counter the proposition that a stipulation of dismissal with prejudice constitutes an adjudication on the merits of a claim. Indeed, this is a statement of black-letter law. See 5 Moore's Fed. Prac. ¶¶ 41.022, 41.052 (2d ed. 1988). As the Court noted in the Memorandum Opinion, the parties to the stipulation intended to prejudice Data Lease's claims against the directors. In exchange for one million dollars, Data Lease relinquished the right to proceed against the directors; in agreeing to dismiss the claims with prejudice, Data Lease agreed to an adverse adjudication on the particular issue of the directors' liability. The practical effect of that negative adjudication is that Data Lease left itself with no one to sue.³ Under Florida law, "a principal cannot be held liable if the agent is exonerated." Bankers Multiple Life Ins. Co. v. Farish, 464 So.2d 530, 532 (Fla. 1985).⁴ The Court does not find now, nor did it find in the Memorandum Opinion, that Data Lease intended to prejudice its claims against Citibank. Data Lease intended to dismiss the directors with prejudice, but did not intend the legal consequences of that dismissal.

Counsel for Data Lease urges that the Court has a duty to do justice among the parties, and to vacate the stipulation if the Court concludes that Data Lease has precluded itself from proceeding against Citibank.⁵ Again, Data Lease has offered no authority contrary to this Court's conclusion that a stipulation of dismissal under Fed.R.Civ.P....