Sid Tilstra & Tilstra Dairy Equip., Ltd. v. Bou-Matic, LLC
| Decision Date | 19 September 2014 |
| Docket Number | 12-cv-827-slc |
| Parties | SID TILSTRA and TILSTRA DAIRY EQUIPMENT, LTD., Plaintiffs, v. BOU-MATIC, LLC, Defendant. |
| Court | U.S. District Court — Western District of Wisconsin |
Following a four-day trial in this civil lawsuit related to a dairy equipment dealership agreement between the parties, the jury found that defendant Bou-Matic, LLC had breached the implied duty of good faith and fair dealing in the agreement and awarded plaintiff Tilstra Dairy Equipment, Ltd. $471,124 in damages. Because the jury determined that Bou-Matic breached its duty of good faith by constructively terminating the dealership agreement, the jury did not reach the special verdict question asking whether Bou-Matic's actions constituted anticipatory repudiation. During the trial, Bou-Matic moved for judgment as a matter of law under Federal Rule of Civil Procedure 50(a), which the court denied orally. See dkts. 140-41. Now Bou-Matic has renewed its motion for judgment as a matter of law (JMOL) under Fed. R. Civ. P. 50(b) on liability and damages, dkt. 131, filed a fall-back Rule 59(a) motion for a new trial, dkt. 132, and filed a Rule 59(e) motion to alter or amend the judgment to reduce the damages award (or remittitur), dkt. 130.
Bou-Matic has filed a lengthy, scattershot brief in support of its post-verdict motions that challenges the jury's findings, reiterates the arguments that Bou-Matic made on summaryjudgment, and posts a laundry list of complaints about how the court handled this lawsuit. Some of these complaints do not appear to be the subject of Bou-Matic's motions.1
Although Bou-Matic's brief is difficult to decipher, the court has discerned seven core arguments: (1) there was insufficient evidence to support a finding that Bou-Matic breached its implied duty of good faith or constructively terminated the dealership agreement with Tilstra; (2) there was insufficient evidence of anticipatory repudiation; (3) Tilstra did not establish a claim of economic duress; (4) the parties' agreement specifically precluded damages for a loss of goodwill in the event of a termination; (5) the court erroneously allowed Tilstra's damages expert to testify; (6) plaintiff failed to mitigate its alleged damages; and (7) Tilstra's counsel made a number of improper and prejudicial statements during closing arguments.
For the reasons explained below, I am denying Bou-Matic's motions because the issues raised either lack merit or have been rejected by the court for the reasons provided in previous rulings in this case. The facts of this case have already been recounted in detail in the court's order granting in part and denying in part defendants' motion for partial summary judgment. Dkt. 45.
OPINIONFed. R. Civ. P. 50 allows a district court to enter judgment against a party who has been fully heard on an issue during a jury trial if "a reasonable jury would not have a legally sufficient evidentiary basis to find for the party on that issue." Passananti v. Cook Cnty., 689 F.3d 655, 659 (7th Cir. 2012) (citing Rule 50(a)). In deciding a Rule 50(b) renewed motion for JMOL, the court construes the facts strictly in favor of the party that prevailed at trial while disregarding all evidence favorable to the moving party that the jury is not required to believe. May v. Chrysler Group, LLC, 716 F.3d 963, 971 (7th Cir. 2013). The court does not make credibility determinations or weigh the evidence; it simply determines whether "more than 'a mere scintilla of evidence' supports the verdict." Id. (quoting Hossack v. Floor Covering Assoc. of Joliet, Inc., 492 F.3d 853, 859 (7th Cir. 2007)).
In other words, the court's "job is to decide whether a highly charitable assessment of the evidence supports the jury's verdict or if, instead, the jury was irrational to reach its conclusion." Id. "[T]he question is not whether the jury believed the right people, but only whether it was presented with a legally sufficient amount of evidence from which it could reasonably derive its verdict." Massey v. Blue Cross-Blue Shield of Illinois, 226 F.3d922, 924 (7th Cir. 2000) (). If the moving party demonstrates that "the jury's findings, presumed or express, are not supported by substantial evidence, or if they were, that the legal conclusions implied from the jury's verdict cannot in law be supported by those findings," then the verdict should be set aside. Celeritas Techs., Ltd. v. Rockwell Int'l Corp., 150 F.3d 1354, 1358 (Fed. Cir. 1998).
Rule 59(a) is more lenient: it allows a court to order a new trial if "the verdict is against the clear weight of the evidence or the trial was unfair to the moving party." Clarett v. Roberts, 657 F.3d 664, 674 (7th Cir. 2011) (internal quotation marks and citation omitted); David v. Caterpillar, 324 F.3d 851, 863 (7th Cir. 2003). Unlike a Rule 50 motion, a court considering a motion for a new trial "has the power to get a general sense of the weight of the evidence, assessing the credibility of the witnesses and the comparative strength of the facts put forth at trial." Mejia v. Cook County, 650F.3d 631, 633 (7th Cir. 2011). There is no requirement that the court view the evidence in a light most favorable to the non-moving party. Id. at 634. "A new trial should be granted, however, 'only when the record shows that the jury's verdict resulted in a miscarriage of justice or where the verdict, on the record, cries out to be overturned or shocks our conscience.'" Whitehead v. Bond, 680 F.3d 919, 927-28 (7th Cir. 2012) (quoting Clarett, 657 F.3d at 674). The court should allow the jury's verdict to stand if "a reasonable basis exists in the record to support the verdict, viewing the evidence in the light most favorable to the prevailing party, and leaving issues of credibility and weight of evidence to the jury." Kapelanski v. Johnson, 390 F.3d 525, 530 (7th Cir. 2004).
Bou-Matic contends that it was not possible for it to breach its implied duty to act good faith because the parties' agreement expressly allowed Bou-Matic either to terminate the contract under certain conditions and to alter Tilstra's territory at Bou-Matic's sole discretion. This has been Bou-Matic's mantra throughout this lawsuit. Here's the Achilles' Heel in Bou-Matic's argument: the agreement's termination clause further provided that Bou-Matic could notterminate the agreement or effect a substantial change in the competitive circumstances of the agreement without 90-days notice and good cause. As I noted in rejecting the same argument on summary judgment, the jury could-and did-reasonably conclude that Bou-Matic had evaded the spirit of the termination clause by deciding to eliminate all of Tilstra's territory without first providing Tilstra with the required 90-day notice and a showing of good cause. See Mar. 4, 2014 Ord., dkt. 45 at 16-17 ().
Bou-Matic argues that it only threatened to eliminate Tilstra's territory on some future, unspecified date and that it did not take any action that injured or destroyed Tilstra's contractual rights or the "competitive circumstances" of the agreement. Bou-Matic points out that Tilstra still was able to use Bou-Matic's trademarks and hold itself out as a Bou-Matic dealer—at least until Tilstra ended that relationship by selling his dealership to the Dortmans in March 2010. However, as previously explained by this court on summary judgment and during trial, Tilstra claimed that Bou-Matic constructively terminated the dealership by effectively putting an end to the commercially meaningful aspects of the parties' contractual relationship. See Remus v. Amoco Oil Co., 794 F.2d 1238, 1240 (7th Cir. 1986) (); Girl Scouts of ManitouCouncil Inc. v. Girl Scouts of the United States of America Inc., 700 F. Supp. 2d 1055, 1079 (E.D. Wis. 2010), rev'd in part on other grounds, 646 F.3d 983 (7th Cir. 2011) (); Conrad's Sentry, Inc. v. Supervalu, Inc., 357 F. Supp. 2d 1086, 1099 (W.D. Wis. 2005) ().
At trial, Tilstra adduced evidence that Dan Bradbury from Bou-Matic emailed and posted a letter to Sid Tilstra on January 8, 2010, stating:
Tr. Exh. 15, dkt. 133, Exh. 1 at 7-8.
Although the letter does not state an exact date set for Bou-Matic's removal of Tilstra's territory, the jury...
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