Pro Edge L.P. v. Gue
| Decision Date | 05 July 2005 |
| Docket Number | No. C05-4068-MWB.,C05-4068-MWB. |
| Citation | 377 F.Supp.2d 694 |
| Parties | PRO EDGE L.P. d/b/a Trans OVA Genetics, Inc. and Trans OVA Genetics, L.C. f/k/a Trans OVA Genetics, Inc., Plaintiffs, v. Charles S. GUE, III, DVM, Defendant. |
| Court | U.S. District Court — Northern District of Iowa |
Charles T. Patterson, Heidman Redmond Fredregill Patterson Plaza Dykstra & Prahl, Sioux City, IA, for Plaintiffs.
Richard H. Moeller, Berenstein Moore Berenstein Heffernan & Moeller, LLP, Sioux City, IA, for Defendant.
TABLE OF CONTENTS
I. INTRODUCTION ...................................................................................696
II. LEGAL ANALYSIS .................................................................................697
A. Standards For Modification Or Reconsideration ...............................................697
B. June 1, 2005, Order .........................................................................699
C. Arguments Of The Parties ....................................................................702
1. Dr. Gue's arguments for reconsideration and modification .................................702
2. The plaintiffs' arguments in resistance ..................................................703
D. Analysis ....................................................................................704
1. Rules of contract interpretation and construction ........................................704
2. Did Dr. Gue "execute" the Stock Purchase Agreement? ......................................705
3. Implication of termination provisions in paragraphs 7.1 and 7.2(b) .......................706
4. Hoekstra's authority under paragraph 2.7 .................................................709
5. Contention as to Hoekstra's consent to assignment ........................................710
III. CONCLUSION .....................................................................................712
This matter comes before the court on the defendant's Motion to Amend Findings and Judgment and/or Reconsideration and Request for Nonevidentiary Hearing filed June 10, 2005. (Doc. No. 21) ("Motion to Reconsider"). The defendant's motion follows this court's extensive order granting the plaintiffs' motion for a preliminary injunction, and granting in part and denying in part the defendants' motion to dismiss.1 Memorandum Opinion and Order Regarding Plaintiffs' Motion For Preliminary Injunction; Defendants' Motion to Dismiss; and Preliminary Injunction, Doc. No. 20 ("June 1, 2005, Order"). In conjunction with this order, the court also issued a preliminary injunction restricting Dr. Gue from performing any services similar to those he provided while employed with the plaintiffs within a 250-mile radius of any Trans Ova Genetics, L.C., facility or satellite office in existence as of April 8, 2005. (Doc. No. 20). The factual background precipitating this controversy is thoroughly addressed in the June 1, 2005, Order and will not be regurgitated here except by reference to the defendant's specific arguments. Though numerous issues were addressed in the June 1, 2005, Order, in the current motion defendant Charles S. Gue, III, DVM ("Dr. Gue") takes issue with the court's findings as to a discrete area of contention — whether the 1996 Agreement, which contains the non-compete clause, is properly held by plaintiff Pro Edge, L.P. Dr. Gue did request "nonevidentiary" oral argument on his motion. The plaintiffs filed their Resistance to the Motion to Amend and/or Reconsider on June 21, 2005. (Doc. No. 24).
Although it has been the court's strong preference over the years to grant oral arguments whenever requested, the court has not found oral arguments necessary to the resolution of the defendant's motion. Moreover, the court's busy schedule — including post-trial motions in one federal death-penalty case, recent completion of a second in which the trial lasted nine weeks, and the numerous other cases on the court's docket that require attention — has not permitted the scheduling of oral arguments sufficiently in advance to permit timely resolution of the defendant's motion. Further, in this instance, the defendant does not request the opportunity to admit additional evidence, but rather seeks only oral argument on the motion — as such, all of the evidence necessary to determine the outcome of the defendant's motion has already been admitted into the record. Therefore, the court will resolve the defendant's Motion to Reconsider on the written submissions.
The court will first delineate the authority under which it can reconsider the findings and legal conclusions of the June 1, 2005, Order, followed by excerpts of the disputed portion of the June 1, 2005, Order, the arguments of the parties, and finally a resolution of the defendant's motion.
The defendant asserts that the court has authority under Federal Rule of Civil Procedure 52(b) to correct its findings and amend the judgment — which, if Dr. Gue's position is adopted, would require vacating the preliminary injunction. Federal Rule of Civil Procedure 52(b), which is entitled "Findings by the Court; Judgment on Partial Findings," provides in relevant part:
(a) Effect. In all actions tried upon the facts without a jury or with an advisory jury, the court shall find the facts specially and state separately its conclusions of law thereon, and judgment shall be entered pursuant to Rule 58; and in granting or refusing interlocutory injunctions the court shall similarly set forth the findings of fact and conclusions of law which constitute the grounds of its action.... Findings of fact, whether based on oral or documentary evidence, shall not be set aside unless clearly erroneous, and due regard shall be given to the opportunity of the trial court to judge of the credibility of the witnesses....
(b) Amendment. On a party's motion filed no later than 10 days after entry of judgment, the court may amend its findings — or make additional findings — and may amend the judgment accordingly....
FED. R. CIV. P. 52(b) (2005). Rule 52(b) is "intended to permit a party to move the trial court to clarify or supplement factfindings to enable the appellate court to understand the factual issues determined at trial." Clark v. Nix, 578 F.Supp. 1515, 1516 (D.Iowa 1984). "Motions made under [Rule 52(b)] ... are not intended merely to relitigate old matters nor are such motions intended to allow the parties to present the case under new theories of law." Evans, Inc. v. Tiffany & Co., 416 F.Supp. 224, 244 (D.C.Ill.1976). The purpose of 52(b) is to provide the court an opportunity to correct manifest errors of law or fact at trial. Clark, 578 F.Supp. at 1516; see Luxton v. State Farm Life Ins. Co., 2002 WL 254023 (D.Minn. Jan.15, 2002); Baufield v. Safelite Glass Corp., 831 F.Supp. 713, 716 n. 4 (D.Minn.1993); Piekarski v. Home Owners Sav. Bank, F.S.B., 759 F.Supp. 542, 545 (D.Minn.1991).
Though Dr. Gue frames his request in terms of Rule 52(b), he actually contends that the court, in the June 1, 2005, Order, committed a "manifest error of fact and law," Motion To Reconsider at ¶ 5, not that the court failed to engage in fact finding and legal analysis. See Boatmen's First Nat'l Bank of Kansas City v. Kansas Public Employees Retirement Sys., 57 F.3d 638, 639 (8th Cir.1995) (); Accord Cody v. Hillard, 139 F.3d 1197, 1200 (8th Cir.1998) (). As Dr. Gue's contends amendment and/or reconsideration is appropriate based on "manifest error of fact and law," rather than on a failure to conduct sufficient factfinding, the court believes that the defendant's motion is, in fact, an improperly styled Rule 59(e) motion. See Norman v. Arkansas Dept. of Educ., 79 F.3d 748, 750 (8th Cir.1996) () (quoting Quartana v. Utterback, 789 F.2d 1297, 1300 (8th Cir.1986)). The substance of the motion, not its nomenclature, is controlling. BBCA, Inc. v. U.S., 954 F.2d 1429, 1431-32 (8th Cir.1992), cert. denied, 506 U.S. 866, 113 S.Ct. 192 121 L.Ed.2d 136 (1992).
Rule 59(e) reads:
(e) Motion to Alter or Amend Judgment. Any motion to alter or amend a judgment shall be filed no later than 10 days after entry of the judgment.
FED. R. CIV. P. 59(e) (2003). Rule 59(e) was adopted to clarify a district court's power to correct its own mistakes in the time period immediately following entry of judgment. Norman v. Ark. Dep't of Educ., 79 F.3d 748, 750 (8th Cir.1996) (citing White v. New Hampshire Dep't of Employment Sec., 455 U.S. 445, 102 S.Ct. 1162, 71 L.Ed.2d 325 (1982)). Like Rule 52(b) motions, Rule 59(e) motions "serve the limited function of correcting manifest errors of law or fact or to present newly discovered evidence." Innovative Home Health Care, Inc. v. P.T.-O.T. Assocs. of the Black Hills, 141 F.3d 1284, 1286 (8th Cir.1998); see Hagerman v. Yukon Energy Corp., 839 F.2d 407, 413 (8th Cir.), cert. denied, 488 U.S. 820, 109 S.Ct. 63, 102 L.Ed.2d 40 (1988). A motion to amend a judgment un...
To continue reading
Request your trial
-
TRANSAMERICA LIFE INS. v. LINCOLN NAT. LIFE INS.
...must prove by clear and convincing evidence that Transamerica is in violation of the Permanent Injunction, citing Pro Edge L.P. v. Gue, 377 F.Supp.2d 694, 698 (N.D.Iowa 2005) (stating that substance, not nomenclature, controls the nature of a motion, although this was not a "contempt" rulin......
-
Chute v. Viken, 5:17-CV-05061-LLP
...a district court's power to correct its own mistakes in the time period immediately following entry of judgment. Pro Edge L.P. v. Gue, 377 F.Supp.2d 694, 698 (N.D. Iowa 2005) (citing Norman v. Ark. Dep't of Educ., 79 F.3d 748, 750 (8th Cir.1996). Rule 59(e) motions "serve the limited functi......
-
SHF Holdings, LLC v. Allamakee Cnty. (In re Agriprocessors, Inc.)
...old matters nor are such motions intended to allow the parties to present the case under new theories of law.” Pro Edge L.P. v. Gue, 377 F.Supp.2d 694, 698 (N.D.Iowa 2005) (quoting Evans, Inc. v. Tiffany & Co., 416 F.Supp. 224, 244 (N.D.Ill.1976)). Rule 52(b)'s purpose is to allow courts th......
-
Barber v. Hansen
...v. Brewer, 776 F.2d 226 (8th Cir.1985); Evans, Inc. v. Tiffany, 416 F.Supp. 224, 244 (N.D.Ill. 1976); see also Pro Edge L.P. v. Gue, 377 F. Supp. 2d 694, 698 (N.D. Iowa 2005). "Rule 52(b) does not provide an avenue for 'relitigating issues upon which the moving party did not prevail at tria......