Iguacu, Inc. v. Filho

Filing 367

ORDER RE CLAIMS TRIED TO THE COURT, DENYING DEFENDANT'S MOTIONS, AND DIRECTING SUBMISSION OF PROPOSED JUDGMENT. Signed by Judge Richard Seeborg on 10/4/13. (cl, COURT STAFF) (Filed on 10/4/2013)

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IN THE UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA

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SAN FRANCISCO DIVISION

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For the Northern District of California

United States District Court

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IGUAÇU, INC.,
Plaintiff,
v.

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ANTONIO CABRERA MANO FILHO,

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No. C 09-0380 RS
ORDER RE CLAIMS TRIED TO THE
COURT, DENYING DEFENDANT’S
MOTIONS, AND DIRECTING
SUBMISSION OF PROPOSED
JUDGMENT

Defendant.
____________________________________/

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1. Declaratory Relief

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At the outset of trial, plaintiff took the position that the jury’s findings relating to plaintiff’s

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claim for a commission on any “buyout” by ADM of defendant’s interests would be binding on the

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Court when it decides the declaratory relief claim. (Dkt. No. 331) In light of the jury’s response to

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question 8 of the special verdict, defendant is therefore entitled to judgment in his favor on

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plaintiff’s claim for declaratory relief. Furthermore, even if the jury’s finding is not binding, having

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heard the evidence at trial, the Court finds and concludes that the Finder’s Agreement does not

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include provisions giving plaintiff a right to receive a commission on any sums defendant might

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receive from ADM in connection with a “buyout” of his options. Finally, as an independent basis

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for entry of judgment against plaintiff on the declaratory relief claim, the Court finds and concludes

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that plaintiff failed to present evidence of a sufficiently concrete and certain existing controversy to

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support declaratory relief. While there is an existing controversy between defendant and ADM

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being arbitrated in Brazil, it is extremely unclear if or when defendant will ever receive monies

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from ADM as a result of that arbitration, and how any such monies might be properly characterized

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should they ever be awarded. Thus, even if the Finder’s Agreement entitled plaintiff to a

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commission on any “buyout,” plaintiff has not shown that the Brazilian arbitration has resulted in, or

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will result in, a “buyout.” See Coffman v. Breeze Corp., 323 U.S. 316, 324 (1945) (“The declaratory

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judgment procedure . . . may not be made the medium for securing an advisory opinion in a

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controversy which has not arisen.”); see also, United States v. Washington, 759 F.2d 1353, 1357
(9th Cir. 1985) (“Declaratory relief should be denied when it will neither serve a useful purpose in

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For the Northern District of California

United States District Court

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clarifying and settling the legal relations in issue nor terminate the proceedings and afford relief

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from the uncertainty and controversy faced by the parties.”)

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2. Reformation

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In light of the jury’s findings, plaintiffs’ conditional and alternative claim for reformation is

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moot, and is denied on that basis.

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3. Motions for judgment

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In light of the jury’s findings, defendant’s motions made at the conclusion of evidence are

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moot and are denied on that basis.

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4. Rule 19

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Defendant’s motion to dismiss for failure to join an indispensible party is denied. The

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viability of defendant’s motion turns on its contention that plaintiff and Facioli Consultoria Ltda.

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are co-obligees as to his alleged obligation to pay commissions in connection with the ADM

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transactions. It is undisputed, however, that plaintiff and Facioli each had entirely separate contracts

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with defendant, that do not reference each other and that were entered into at separate times and

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under separate circumstances. Plaintiff and Facioli have each been pursuing their own claims under

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those two separate contracts. While defendant conceivably will be required to pay commissions

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under both contracts in connection with the same underlying ADM transactions, nothing in these

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circumstances would support finding plaintiff and Facioli to be co-obligees.

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5. Entry of judgment

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Pursuant to Rule 58(b)(2), the form of judgment is to be approved and judgment entered

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promptly upon return of a special verdict. Plaintiff shall prepare and submit a proposed judgment

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conforming to the verdict and this order.

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IT IS SO ORDERED.

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For the Northern District of California

United States District Court

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Dated: 10/4/13
RICHARD SEEBORG
UNITED STATES DISTRICT JUDGE

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