Deakins Holding Pte Limited et al v. NewNet Investment Group LLC et al

Filing 82

MINUTES OF DEFENDANTS MOTION FOR RECONSIDERATION OF THE COURTS ORDER DENYING DEFENDANTS MOTION FOR SUMMARY JUDGMENT: Motion Hearing held before Judge Christina A. Snyder:; denying 77 Motion for Reconsideration. The Court hereby DENIES defendants motion for reconsideration of the Courts February 4 order denying defendants motion for summary judgment. Court Reporter: Laura Elias. (shb)

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Case No.

2:14-cv-02036-CAS(SHx)

Title

DEAKINS HOLDING PTE LIMITED ET AL. V. NEWNET
INVESTMENT GROUP LLC ET AL.

Present: The Honorable

Date

‘O’

March 30, 2015

CHRISTINA A. SNYDER

Catherine Jeang
Deputy Clerk

Laura Elias
Court Reporter / Recorder

N/A
Tape No.

Attorneys Present for Plaintiffs:

Attorneys Present for Defendants:

Stacy Harrison

Matthew Adler

Proceedings:

I.

DEFENDANTS’ MOTION FOR RECONSIDERATION OF THE
COURT’S ORDER DENYING DEFENDANTS’ MOTION FOR
SUMMARY JUDGMENT (Dkt. 77, filed Feb. 19, 2015)

INTRODUCTION & BACKGROUND

Plaintiffs Deakins Holding PTE Limited, Cristian Moga, C. Manda Holding B.V.
and Sebastian Liusnea filed this action on March 17, 2014, against defendants NewNet
Investment Group, LLC and NewNet Holdings, LLC (collectively, “defendants”). Dkt. 1.
The complaint asserts two claims for breach of contract, one against NewNet Investment,
and one against NewNet Holdings. Id. The claims arise out of a dispute as to the correct
interpretation of a stock purchase agreement (the “Agreement”) entered into by plaintiffs,
defendants, and a company known as 3ple-Media, B.V. (“3ple”). Pursuant to the
Agreement, plaintiffs transferred their stake in 3ple to defendants, in exchange for a
series of payments. The parties disagree about the Agreement’s terms governing the
calculation of the amount and breakdown of one of the payments, defined in the
Agreement as the “Earnout Amount.”
The parties filed cross motions for summary judgment in the summer of 2014.
Dkts. 22, 36. By order dated July 7, 2014 (the “July 7 order”), the Court denied both
motions on the grounds that the Agreement is ambiguous. Dkt. 54 at 9. The Court
concluded that it was appropriate to consider extrinsic evidence of the parties’ intent in
order to resolve the ambiguity, and directed the parties to conduct discovery into such
evidence. Id.

CV-90 (06/04)

CIVIL MINUTES - GENERAL

Page 1 of 4

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Date

‘O’

Case No.

2:14-cv-02036-CAS(SHx)

March 30, 2015

Title

DEAKINS HOLDING PTE LIMITED ET AL. V. NEWNET
INVESTMENT GROUP LLC ET AL.

In December 2014, both parties submitted supplemental briefing summarizing the
relevant extrinsic evidence obtained in discovery, dkts. 66, 67, and also filed
supplemental replies, dkts. 68, 69. The Court held a hearing in February 2, 2015. Dkt.
74. By order dated February 4, 2015 (the “February 4 order”), the Court again denied the
parties’ motions for summary judgment, concluding that the proffered extrinsic evidence
had not resolved the ambiguity identified in the Court’s July 7 order. Dkt. 75. The
relevant background facts are set forth in detail in the Court’s July 7 order and February 4
order.
Defendants filed the instant motion for reconsideration on February 19, 2015. Dkt.
77. Plaintiffs opposed this motion on March 9, 2015, dkt. 80, and defendants replied on
March 16, 2015, dkt. 81. The Court held a hearing on March 30, 2015. Having carefully
considered the parties’ arguments, the Court finds and concludes as follows.
II.

LEGAL STANDARD

Local Rule 7–18 sets forth the bases upon which the Court may reconsider the
decision on any motion:
A motion for reconsideration of the decision on any motion may be made
only on the grounds of: (a) a material difference in fact or law from that
presented to the Court before such decision that in the exercise of reasonable
diligence could not have been known to the party moving for reconsideration
at the time of such decision, or (b) the emergence of new material facts or a
change of law occurring after the time of such decision, or (c) a manifest
showing of a failure to consider material facts presented to the Court before
such decision. No motion for reconsideration shall in any manner repeat any
oral or written argument made in support of or in opposition to the original
motion.
C.D. Cal. L.R. 7–18.

CV-90 (06/04)

CIVIL MINUTES - GENERAL

Page 2 of 4

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Case No.

2:14-cv-02036-CAS(SHx)

Title

DEAKINS HOLDING PTE LIMITED ET AL. V. NEWNET
INVESTMENT GROUP LLC ET AL.

III.

Date

‘O’

March 30, 2015

DISCUSSION

Defendants contend that reconsideration of their motion is warranted because the
Court failed to consider certain material facts. Mot. Reconsideration at 1. According to
defendants, the “material facts” the Court failed to consider are the terms of the
Agreement and whether—considered as a whole and, as required by New York law, from
the perspective of one who is cognizant “of the customs, practices, usages and
terminology as generally understood in the particular trade or business,” Chesapeake
Energy Corp. v. Bank of New York Mellon Trust Co., 773 F.3d 110, 114 (2d Cir.
2014)—the Agreement is unambiguous with respect to the Earnout. See Id. In support,
defendants point to the following language from the February 4 order:
[D]efendants revive their contention that the language of the Agreement
unambiguously supports their interpretation. In effect, defendants ask the
Court to reconsider its July 7, 2014 order finding ambiguity and directing
the parties to conduct discovery into relevant extrinsic evidence.
Defendants, however, have not presented the Court with any of the proper
bases for reconsideration of a prior order, as set forth in Local Rule 7–18.
The Court thus will not entertain defendants’ renewed arguments.
Dkt. 75 at 15, n.6. Defendants contend that this language is particularly troublesome
because the July 7 order interpreted section 1.4(b) of the Agreement “in isolation,” and
thus the Court did not determine that the Agreement was ambiguous when considered in
its entirety.
The Court concludes that defendants’ motion is without merit. The July 7 order
made clear that the Court construed the contract—in its totality—as ambiguous. See,
e.g., July 7 order at 9 (“The Court finds that the Agreement is ambiguous because, as
evidenced by the arguments summarized above, the Agreement is ‘capable of more than
one meaning when viewed objectively [in] . . . the context of the entire integrated
agreement.’ ”) (emphasis added) (citation omitted). Moreover, footnote 6 of the February
4 order, quoted supra, was not a refusal to consider defendants’ argument that the
Agreement was unambiguous in light of the parties’ proffered extrinsic evidence. Rather,
footnote 6 refers to argument proffered by defendants in section III.A. of their
supplemental briefing—in which defendants “incorporate[] by reference [their] summary
CV-90 (06/04)

CIVIL MINUTES - GENERAL

Page 3 of 4

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
CIVIL MINUTES - GENERAL
Date

‘O’

Case No.

2:14-cv-02036-CAS(SHx)

March 30, 2015

Title

DEAKINS HOLDING PTE LIMITED ET AL. V. NEWNET
INVESTMENT GROUP LLC ET AL.

judgment argument that the contract unambiguously [supports defendants’ interpretation]
when viewed in the context of the entire agreement.” Dkt. 66-1 at 9. Having already
rejected that argument in the July 7 order, the Court declined to address it again.
Moreover, even if the Court had expressly considered whether the Agreement was
ambiguous from the viewpoint of one cognizant of the relevant trade practices, that
analysis would not have resolved other possible interpretations of the Earnout. See, e.g.,
Dkt. 54 at 7, n.3 (noting that Section 1.4 of the Agreement provides that the purchaser “ ‘
shall pay’ an Earnout Amount, and makes no mention of the fact that this requirement is
subject to any conditions.”).
In sum, although the basis for defendants’ motion is ostensibly the Court’s failure
to consider “material facts,” it appears that defendants actually take issue with Court’s
interpretation of the material facts—namely, that the Court was not persuaded by
defendants’ evidence and argument concerning the Agreement’s purported lack of
ambiguity. At bottom, defendants’ briefing on the instant motion does precisely what
Local Rule 7-18 forbids: It “repeat[s] . . . written argument made in support of or in
opposition to the original motion.” Because defendants have not demonstrated a proper
basis under Local Rule 7-18 for reconsidering the February 4 order, defendants’ motion is
DENIED.
IV.

CONCLUSION

In accordance with the foregoing, the Court hereby DENIES defendants’ motion
for reconsideration of the Court’s February 4 order denying defendants’ motion for
summary judgment.
IT IS SO ORDERED.
00
Initials of Preparer

CV-90 (06/04)

CIVIL MINUTES - GENERAL

:

10

CMJ

Page 4 of 4