Hardy v. Saliva Diagnostic Systems, Inc.

• Citation: 52 F.Supp.2d 333
• Decision Date: 17 March 1999
• Docket Number: No. Civ. 3:94CV1142 (HBF).,Civ. 3:94CV1142 (HBF).
• Parties: Luc HARDY v. SALIVA DIAGNOSTIC SYSTEMS, INC.
• Court: U.S. District Court — District of Connecticut

52 F.Supp.2d 333

Luc HARDY v. SALIVA DIAGNOSTIC SYSTEMS, INC.

No. Civ. 3:94CV1142 (HBF).

United States District Court, D. Connecticut.

March 17, 1999.

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William I. Haslun, II, Edward T. Krumeich, Ivey, Barnum & O'Mara, Greenwich, CT, for Luc Hardy, plaintiff.

Eric W.G. Dawson, Robinson & Cole, Stamford, CT, Robert A. Banner, Berman, Paley, Goldstein & Kannry, New York City, for Saliva Diagnostic Systems, Inc., defendant.

RULING ON POST-TRIAL MOTIONS

FITZSIMMONS, United States Magistrate Judge.

On July 27, 1997, a jury returned a verdict in favor of plaintiff Luc Hardy, awarding him $740,923. The award included $199,100 in stipulated lost wages, $345,000 for other lost compensation during the contract term, $13,073 for unreimbursed expenses,¹ and $183,750 for breach of an implied contract to pay a 50,000 share stock bonus. SDS does not challenge the jury's finding of $199,000 in stipulated damages for lost wages.

Both parties have made post-trial motions. Defendant seeks an order pursuant to Fed.R.Civ.P. 50(b) for judgment as a matter of law. [Doc. # 141-1]. In the alternative, defendant seeks a new trial under Fed.R.Civ.P. 59. [Doc. # 141-2]. Plaintiff filed an Application for Entry of Judgment [Doc. # 135], seeking prejudgment interest, attorneys' fees, costs and double damages on lost earnings and the lost 1993 stock bonus. For the reasons that follow, defendant's Motion for Judgment as a Matter of Law [141-1] is DENIED and defendant's Motion for a New Trial [Doc. # 141-2] is DENIED. Plaintiff's Application for Entry of Judgment [Doc. # 135] is GRANTED to the extent set forth in this ruling.

MOTION FOR JUDGMENT AS A MATTER OF LAW

Fed.R.Civ.P. 50(a)(1) provides:

If during a trial by jury a party has been fully heard on an issue and there is no legally sufficient evidentiary basis for a reasonable jury to find for that party on that issue, the court may determine the issue against that party and may grant a motion for judgment as a matter of law against that party with respect to a claim or defense that cannot under controlling law be maintained or defeated without a favorable finding on that issue.

"Judgment as a matter of law now encompasses pre-verdict and post-verdict motions." Samuels v. Air Transport Local 504, 992 F.2d 12, 14 (2d Cir.1993). The standard for granting judgment as a matter of law under Rule 50(b) (formally called a judgment notwithstanding the verdict) is a strict one. Stubbs v. Dudley, 849 F.2d 83, 85 (2d Cir.1988), cert. denied, 489 U.S. 1034, 109 S.Ct. 1095, 103 L.Ed.2d 230 (1989). In deciding a Rule 50(b) motion, the court must consider whether the evidence, "in the light most favorable to the non-movants without considering credibility or weight, reasonably permits only a conclusion in the movants' favor." Id. (citing Mattivi v. South African Marine Corp., "Huguenot", 618 F.2d 163, 167 (2d Cir.1980)). In evaluating a motion under this provision, a trial court "cannot assess the weight of conflicting evidence, pass on the credibility of the witnesses, or substitute its judgment for that of the jury." Weldy v. Piedmont Airlines, Inc., 985 F.2d 57, 60 (2d Cir.1993). In other words, "either there must be `such a complete absence of evidence supporting the verdict that the jury's finding could only have been the result o[f] sheer surmise and conjecture' or the evidence must be so overwhelming that reasonable and fairminded persons could only have reached the opposite result." Stubbs, 849 F.2d at 85 (citations omitted), see also Concerned Residents for Envirn. v. Southview Farm, 34 F.3d 114, 117 (2d Cir.1994), cert. denied, 514 U.S. 1082, 115 S.Ct. 1793, 131 L.Ed.2d 721 (1995).

SDS does not challenge any of the Court's instructions to the jury. "There is a strong presumption that the jury in reaching its verdict complied with those instructions." Bingham v. Zolt, 66 F.3d 553, 563 (2d Cir.1995)

DISCUSSION

SDS raises five grounds in support of its motion for judgment as a matter of law pursuant to Fed.R.Civ.P. 50(b). First, defendant argues that it met its burden of proving that Hardy failed to mitigate damages. Second, SDS argues that the evidence does not support the jury's finding that SDS breached an implied contract to pay Hardy a 1993 stock bonus of 50,000 shares. Third, defendant argues that, to award Hardy $345,000 for the value of stock options, the "jury had to ignore the relevant evidence and engage in wild speculation." [Doc. # 143 at 30]. Fourth, SDS claims that there was no evidence to support a damages award of $9,000 for a personal assistant and $4,073 for expenses. Finally, SDS argues that Hardy's employment was terminated on April 29, 1994, and he is not entitled to a bonus or wages for any time thereafter.

1. Mitigation

Defendant argues that the jury "overlooked" the evidence in support of its claim that Hardy failed to mitigate damages. Defendant does not challenge the instructions to the jury on the question of mitigation. The Court has reviewed defendant's argument and finds that the determination of this claim rested on the jury's credibility assessments. Defendant's argument goes to the weight of the evidence and not its sufficiency. The jury was entitled to credit Hardy's testimony, as much as it was entitled to reject defendant's argument. The jury's determination will not be overturned on this issue. "The question of whether an employee has mitigated damages is for the jury." Lords v. Northern Automotive Corp., 75 Wash.App. 589, 604, 881 P.2d 256, 265 (1994).² SDS's Motion for Judgment as a Matter of Law on this issue is DENIED.

2. 50,000 Share Stock Bonus Award of $183,750

It is undisputed that the jury was properly instructed on the law of implied contract. The Court finds there was sufficient evidence from which a jury could conclude that there was an agreement to pay the 50,000 share stock bonus to plaintiff. The Board had granted Hardy a similar 50,000 share bonus in 1992, and Seymour and Lealos agreed to the 50,000 share bonus in June 1993, provided that Whale consented. Based on Hardy's testimony and the other evidence, the jury could reasonably have found either that Whale did not refuse the request but merely failed to act until its consent to issue shares was no longer necessary after March 4, 1994, or alternatively that Boe and Kalin sabotaged Hardy's chance of obtaining Whale's consent to issue bonus shares. The parties raised multiple issues of fact for the jury's determination, including interpretation of the contracts, the parties' intent, and the conduct of the parties.

Considering the evidence in a light most favorable to plaintiff and without considering credibility or the weight of conflicting evidence, the Court finds that SDS's motion for a Judgment as a Matter of Law should be DENIED.

3. Stock Options Award of $345,000

Defendant argues that the jury's award of $345,000 for the value of 1994, 1995 and 1996 stock options was improper because the jury ignored relevant evidence and the amount was a result of wild speculation. [Doc. # 143 at 30]. Under Washington law, the "general purpose of a damage award in a wrongful discharge case is to make the employee whole." Hayes v. Trulock, 51 Wash.App. 795, 800, 755 P.2d 830, 833 (1988); Northwest Land & Investment, Inc. v. New West Federal Savings and Loan Assoc., 57 Wash.App. 32, 43, 786 P.2d 324, 329-30 (1990) ("Generally, the measure of damages for breach of contract is that the injured party is entitled to recovery of all damages naturally occurring from the breach, and to be put in as good a position as he would have been in had the contract been performed.").

Defendant argues that "the very terms of the stock option plan preclude Hardy from obtaining all or almost all of the options the jury awarded him." The relevant provision states, "[a]ll options which have not vested shall terminate and be forfeited automatically upon the termination, for any reason whatsoever of a Participant's status as an employee, consultant or advisor to the Board." [Pl.Ex. 63 (1994 Proxy 5(e))]. Defendant contends that the "option plan provides that officers terminated without cause forfeit all options that have not vested." Id. at 32, 786 P.2d 324. But the jury is not bound by this language in assessing damages.

Plaintiff correctly points out that under Washington law he had a "right to recover reasonable damages in the form of lost compensation by reason of defendant's breach of its employment agreement." [Doc. # 154 at 28]. Defendant argues that there was no basis in the evidence for the jury to conclude that stock options would have been awarded to Hardy.

As the court instructed the jury, "[w]here an employer breaches a contract of employment by improperly terminating an employee, the employee is entitled to recover damages equal to his wages, including any bonuses due, and compensation for loss of benefits for the term of his employment." The Court further instructed the jurors that they "must decide whether plaintiff has proved by a preponderance of the evidence that he would have received any other compensation in 1994, 1995 and 1996. This includes bonuses — cash or stock — and stock options." Defendant does not challenge the correctness of the charge to the jury.

The jury was entitled to reject or adopt either of the parties' arguments on the evidence before it. The Court finds no reason to disturb the jury's finding that stock options would have been awarded.

Defendant also challenges the methodology for valuing the options as speculative and precluding the jury's award. However, defendant offered testimony at trial to challenge plaintiff's valuation as speculative, as well as to contest plaintiff's assertion that he would have been granted options in 1994, 1995 and 1996. [Doc. # 143 at 37]. Hardy presented substantial evidence on which the jury could base a finding on the value of the options. [Doc. # 154 at 31]. It was a jury...