Macsherry v. Sparrows Point, LLC et al
Filing
194
MEMORANDUM OPINION. Signed by Judge Frederick P Stamp, Jr on 2/12/2019. (jnls, Deputy Clerk)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
(Northern Division)
JOHN H. MACSHERRY, JR.,
Plaintiff,
v.
Civil Action No. 1:15CV22
(STAMP)
SPARROWS POINT, LLC,
COMMERCIAL DEVELOPMENT
COMPANY, INC. and
MICHAEL ROBERTS,
Defendants.
MEMORANDUM OPINION AND ORDER
DENYING DEFENDANTS’ RULE 50 MOTION
FOR JUDGMENT NOTWITHSTANDING THE VERDICT
OR, IN THE ALTERNATIVE, FOR A NEW TRIAL,
GRANTING IN PART AND DENYING IN PART AS FRAMED
DEFENDANTS’ RULE 59 MOTION TO ALTER OR AMEND THE JUDGMENT
OR, IN THE ALTERNATIVE, FOR A NEW TRIAL ON DAMAGES,
AMENDING THE JUDGMENT ORDER AND
STAYING SUA SPONTE PLAINTIFF’S MOTION
FOR ATTORNEYS’ FEES AND COSTS
I.
Introduction
Pursuant to Federal Rule of Civil Procedure Rule 50 and
Federal Rule of Civil Procedure Rule 59, defendants in the abovestyled civil action, Sparrows Point LLC (“SPLLC”), Commercial
Development Company, Inc. (“CDC”), and Michael Roberts (“Roberts”)
(collectively, “defendants”), move for judgment notwithstanding the
verdict or, in the alternative, for a new trial (ECF No. 170), and
also move, in the alternative, to alter or amend the judgment or,
in the alternative, for a new trial on damages (ECF No. 171).
Upon review of the fully briefed motions and the contentions
of the parties, and for the reasons that follow, defendants’ Rule
50 post-trial motion for judgment notwithstanding the verdict, or
in the alternative, for a new trial (ECF No. 170) is denied, and
defendants’ Rule 59 post-trial motion to alter or amend the
judgment, or in the alternative, for a new trial on damages (ECF
No. 171) is granted in part and denied in part as framed.
II.
Background
John Macsherry, Jr., plaintiff, filed suit against defendants
to recover a commission of $825,000.00 allegedly owed to him in
connection with the sale of commercial property located at the
Sparrows
Point
$110,000,000.00.
peninsula
This
in
Baltimore
civil
action
County,
went
to
Maryland
trial
and
for
the
underlying facts are set forth in detail in this Court’s memorandum
opinion and order denying defendants’ motion for summary judgment
and plaintiff’s cross-motion for partial summary judgment. See ECF
No. 71.
The
first
amended
complaint
(ECF
No.
26),
plaintiff’s
operative pleading, includes claims for violation of Maryland’s
Wage Payment and Collection Law (“MWPCL”) (Count I), Md. Ann. Code
Lab. & Empl. §§ 3-501 et seq., breach of contract (Count II),
promissory
estoppel
(Count
III),
and
enrichment (Count IV)against all parties.
2
quantum
meruit/unjust
See ECF No. 26.
Following defendant Roberts’ motion to dismiss plaintiff’s
first amended complaint (ECF No. 29), only the MWPCL claim remained
pending against him at trial.
See ECF No. 38.
All claims
remaining against Roberts, SPLLC and CDC were tried before a jury
from July 5, 2018 through July 13, 2018.
Defendants moved for
summary judgment prior to trial and, pursuant to Rule 50, moved for
judgment during trial after plaintiff’s case-in-chief, and again
after the close of evidence.
Defendants’ motions were denied.
At the conclusion of a seven-day trial, the jury returned a
verdict for the plaintiff.
ECF No. 158.
Defendants now renew
their motions and contend that they are entitled to judgment on all
claims.
In the alternative, if this Court declines to grant
judgment on defendants’ motion notwithstanding the verdict pursuant
to Rule 50, defendants also move pursuant to Rule 59.
The post-
trial motions now before this Court (ECF Nos. 170, 171) were filed
by defendants following entry of the clerk’s order of judgment (ECF
No. 160) on the jury’s verdict.
This Court entered an order
granting the parties’ joint proposed order to extend the time for
plaintiff to respond to defendants’ post-trial motions to September
7,
2018,
and
for
defendants
responses to October 5, 2018.
to
file
replies
to
plaintiff’s
ECF No. 173.
Additionally, upon consideration of defendants’ motion to stay
enforcement of judgment pending the disposition of post-trial
motions (ECF No. 162), plaintiff’s response in opposition (ECF No.
3
168), and defendants’ reply (ECF No. 176), this Court entered an
order confirming ruling in previous order (ECF No. 175) granting in
part and denying in part defendants’ motion to stay execution of
judgment
pending
the
disposition
of
post-trial
motions
and
directing defendants to post bond. ECF No. 181. The fully briefed
motions are now ripe for decision.
III.
A.
Standard of Review
Legal Standard for Rule 50 Motion
Federal Rule of Civil Procedure Rule 50 permits a court to
enter judgment as a matter of law where “a party has been fully
heard on an issue during a jury trial and the court finds that a
reasonable jury would not have a legally sufficient evidentiary
basis to find for the party on that issue.”
50(a)(1).
Fed. R. Civ. P.
“Judgment as a matter of law is properly granted if the
nonmoving party failed to make a showing on an essential element of
his case with respect to which he had the burden of proof.”
Russell v. Absolute Collection Servs., Inc., 763 F.3d 385, 391 (4th
Cir. 2014) (internal quotation marks omitted). On a renewed motion
for judgment as a matter of law, the court considers whether the
jury’s findings are supported by substantial evidence.
Konkel v.
Bob Evans Farms, Inc., 165 F.3d 275, 279 (4th Cir. 1999).
In
entertaining a motion for judgment as a matter of law, the court
should
review
all
of
the
evidence
in
the
record.
Reeves
Sanderson Plumbing Prod., Inc., 530 U.S. 133, 150 (2000).
4
v.
In
reviewing the evidence, the court may not weigh the evidence or
make credibility determinations, but must view the evidence in the
light most favorable to the nonmoving party.
Id.; Fontenot v.
Taser Int’l, Inc., 736 F.3d 318, 332 (4th Cir. 2013).
Pursuant to Federal Rule of Civil Procedure 50(b):
If the court does not grant a motion for judgment as
a matter of law made under Rule 50(a), the court is
considered to have submitted the action to the jury
subject to the court’s later deciding the legal questions
raised by the motion. No later than 28 days after the
entry of judgment — or if the motion addresses a jury
issue not decided by a verdict, no later than 28 days
after the jury was discharged — the movant may file a
renewed motion for judgment as a matter of law and may
include an alternative or joint request for a new trial
under Rule 59.
In ruling on the renewed motion, the
court may: (1) allow judgment on the verdict, if the jury
returned a verdict; (2) order a new trial; or (3) direct
the entry of judgment as a matter of law.
Fed. R. Civ. P. 50(b).
In considering a Rule 50(b) motion, the district court is to
determine whether a jury, viewing the evidence in the light most
favorable to the non-movant, could have properly reached the
conclusion it did. Bryant v. Aiken Reg’l Med. Ctrs. Inc., 333 F.3d
536, 543 (4th Cir. 2003).
B.
Legal Standard for Rule 59 Motion
Rule 59(a) of the Federal Rules of Civil Procedure provides
courts with discretion, after a jury trial, to grant a new trial on
all or some of the issues “for any reason for which a new trial has
heretofore been granted in an action at law in federal court.”
Fed. R. Civ. P. 59(a)(1)(A).
A court may grant a new trial only if
5
the verdict: (1) is against the clear weight of the evidence; (2)
is based upon false evidence; or (3) “will result in a miscarriage
of justice, even though there may be substantial evidence which
would prevent the direction of a verdict.”
Atlas Food Sys. &
Servs., Inc. v. Crane Nat’l Vendors, Inc., 99 F.3d 587, 594 (4th
Cir. 1996).
The first two grounds for a new trial require the
court to make factual determinations, while the third ground
requires a policy analysis under which the “judge’s unique vantage
point and day-to-day experience with such matters lend expertise.”
Id.
The decision to grant or deny a new trial is within the sound
discretion of the district court, and the appellate court will
respect that determination absent an abuse of discretion.
Id.
Under Rule 59(a) of the Federal Rules of Civil Procedure, a
court may order a new trial nisi remittitur if it “concludes that
a jury award of compensatory damages is excessive.”
Jones v.
Southpeak Interactive Corp. of Delaware, 777 F.3d 658, 672 (4th
Cir. 2015) (internal quotation marks omitted).
A court should
order a new trial nisi remittitur if “the jury’s verdict is against
the weight of the evidence or based on evidence which is false.”
Sloane v. Equifax Info. Servs., LLC, 510 F.3d 495, 502 (4th Cir.
2007) (internal quotation marks omitted).
Whether to grant such a
new trial is “entrusted to the sound discretion of the district
court.”
Id. (internal quotation marks omitted).
6
As to Rule 59(e), the Rules of Civil Procedure provide several
methods by which judgments may be re-examined.
Zinkand v. Brown,
478 F.3d 634, 637 (4th Cir. 2007).
One vehicle is a motion to
alter or amend under Rule 59(e).
The purpose of Rule 59(e) is
Id.
to “permit a district court to correct its own errors, sparing the
parties
and
the
appellate
appellate proceedings.”
courts
the
burden
of
unnecessary
Pac. Ins. Co. v. Am. Nat’l Fire Ins. Co.,
148 F.3d, 403 (4th Cir. 1998) (citation and internal quotations
omitted), cert. denied, 525 U.S. 1104 (1999).
Rule 59(e) motions
will be granted in three circumstances: “(1) to accommodate an
intervening change in controlling law; (2) to account for new
evidence not available at trial; or (3) to correct a clear error of
law or prevent manifest injustice.”
Ingle ex rel. Estate of Ingle
v. Yelton, 439 F.3d 191, 197 (4th Cir. 2006) (citing Pac. Ins. Co.,
148 F.3d at 403).
It is usually viewed as an extraordinary remedy
that should be applied sparingly.
EEOC v. Lockheed Martin Corp.,
116 F.3d 110, 112 (4th Cir. 1997).
Rule 59(e) motions may not be
used, however, to raise arguments which could have been raised
prior to the issuance of the judgment, nor may they be used to
argue a case under a novel legal theory that the party had the
ability to address in the first instance.
Pac. Ins. Co. v. Am.
Nat’l Fire Ins. Co., 148 F.3d 396, 403 (4th Cir. 1998).
This Court notes that traditionally, decisions on “questions
of law” are “reviewable de novo,” decisions on “questions of fact”
7
are “reviewable for clear error,” and decisions on “matters of
discretion” are “reviewable for ‘abuse of discretion.’”
Highmark
Inc. v. Allcare Health Mgmt. Sys., Inc., 134 S. Ct. 1744, 1748
(2014) (citing Pierce v. Underwood, 487 U.S. 552, 558 (1988)).
IV.
Discussion
Following the trial and jury verdict in this civil action and
entry of the judgement order, defendants now move for judgment
notwithstanding the verdict or, in the alternative, for a new trial
(ECF No. 170), and also move, in the alternative, to alter or amend
the judgment or, in the alternative, for a new trial on damages
(ECF No. 171).
This Court has reviewed the fully briefed post-
trial motions and has considered the contentions of the parties.
For the reasons that follow, defendants’ Rule 50 post-trial motion
for judgment notwithstanding the verdict or, in the alternative,
for a new trial (ECF No. 170) is denied, and defendants’ Rule 59
post-trial motion to alter or amend the judgment or, in the
alternative, for a new trial on damages (ECF No. 171) is granted in
part and denied in part as framed.
Defendants’ motions are
discussed, in turn, below.
A.
Defendants’ Rule 50 Motion
Defendants filed a Rule 50 motion for judgment notwithstanding
the verdict or, in the alternative, for a new trial and argue that,
as a matter of law, the evidence submitted by plaintiff was
insufficient to prove his contractual entitlement to the commission
8
in question.
ECF No. 170.
In particular, defendants assert that
there was no evidentiary basis to reasonably conclude that the
parties reached a meeting of the minds.
Lacking this evidence,
defendants contend all four counts of the plaintiff’s amended
complaint fail.
Defendants assert that, as a matter of law, the
evidence presented by plaintiff at trial was insufficient to
establish (1) that the parties entered into a final, binding
contract for a commission, and (2) that there was a meeting of the
minds on plaintiff’s interpretation of the commission term, and
thus, Counts II and III fail.
Because Counts II and III fail,
defendants assert that the MWPCL claim also fails as Maryland law
does not permit a plaintiff to maintain an MWPCL claim for unpaid
wages where there is no enforceable underlying agreement.
In the alternative, defendants assert that even if the MWPCL
claim survives judgment, the Court should strike plaintiff’s claim
for treble damages and attorneys’ fees because defendants set forth
a
“bona
fide”
dispute
to
the
claim
and
plaintiff
failed
to
introduce evidence sufficient to meet his burden to prove that
defendants lacked a good faith basis to defend the suit.
Finally, defendants argue that Macsherry’s claim for quantum
meruit or unjust enrichment (Count IV) fails for the same reasons
as Counts II and III, because he presented no evidence that he
conferred any benefit upon defendants that equity requires must be
disgorged, and because there is no course of dealing from which a
9
commission can be inferred.
For these reasons, defendants contend
that they are entitled to judgment notwithstanding the verdict on
all of plaintiff’s claims.
In the alternative, pursuant to Rule
50(b), defendants move in the alternative for a new trial.
Plaintiff filed a response in opposition to defendants’ motion
for judgment notwithstanding the verdict or, in the alternative,
motion for new trial.
ECF No. 187.
In support, plaintiff states
that following trial, the jury returned a verdict in favor of the
plaintiff as to all claims against all defendants.
Plaintiff
asserts that he prevailed on his claim of violation of the MWPCL
against all defendants and prevailed on his claims of breach of
contract, promissory estoppel and quantum meruit against SPLLC and
CDC.
Further, plaintiff adds, the jury found that each defendant
did not act in good faith by not paying plaintiff his commission.
ECF No. 158.
Plaintiff states that he had a contract under the
evidence presented at trial.
Plaintiff asserts that defendants’
argument that there was no agreement or meeting of the minds
regarding the terms of plaintiff’s employment fails as plaintiff
marshaled sufficient evidence that the parties reached a meeting of
the minds concerning the terms of his employment.
Accepting
plaintiff’s testimony and witness testimony in the light most
favorable to the plaintiff, as the Court must, plaintiff states
that there is ample evidence that the parties intended to be bound
by the terms set forth in the contract.
10
Regarding plaintiff’s
entitlement to a commission, plaintiff further contends that the
plain language of the contract does not suggest plaintiff needed to
procure a sale or lease in order for him to be entitled to a
commission following the closing of a deal to sell or lease the
property.
Plaintiff also asserts that defendants’ obligation to
pay a commission is not illusory, in that there is nothing illusory
or optional about defendants’ obligation to pay plaintiff under his
contract.
support
Plaintiff also contends that he marshaled evidence in
of
his
promissory
estoppel
claim
and
states
that
defendants’ argument to the contrary is without merit as he fully
performed his obligations under the contract, working for nearly
two years at a salary far below that which he had been paid over
his
nearly
business.
30
years
working
in
the
real
estate
development
Plaintiff further contends that defendants are not
entitled to judgment on plaintiff’s MWPCL claim because their
arguments that the contract is unenforceable and that plaintiff’s
eligibility for his commission was dependent upon conditions other
than his efforts, taking the remuneration outside the purview of
the MWPCL, both fail in light of the ample evidence presented at
trial and clearly established Maryland law.
Plaintiff further
states that the evidence shows that defendants did not act in good
faith in their decision to not pay plaintiff his commission.
Plaintiff also asserts that defendants are not entitled to judgment
on the quantum meruit claim because under the evidence in this
11
case, plaintiff fully performed his employment duties, having
engaged
in
various
activities
associated
with
marketing
the
property for sale or lease for a period of just over one year and
nine months.
Plaintiff argues that he produced evidence at trial
of an implied in fact contract and states that there was ample
evidence
of
the
parties’
mutual
agreement.
In
conclusion,
plaintiff states that defendants are not entitled to a new trial
and that the motion for judgment notwithstanding the verdict should
be denied.
Defendants then filed a reply to plaintiff’s response in
opposition and state that at trial, plaintiff failed to present
proof on the most critical aspect of his claim.
Defendants
reiterate the argument that plaintiff failed to provide sufficient
evidence for the jury to reasonably find a meeting of the minds on
a clearly defined and legally enforceable commission. ECF No. 193.
Defendants continue by stating that plaintiff failed to introduce
evidence
of
any
detrimental
promissory estoppel must fail.
harm
and,
thus,
his
claim
for
Next, defendants assert that they
are entitled to judgment on the MWPCL claim in that plaintiff’s
claim
necessarily
fails
if
his
purported
contract
is
not
enforceable, and also fails because plaintiff failed to offer
sufficient evidence that payment of the commission was dependent
upon his own efforts.
Additionally, defendants contend that
plaintiff is not entitled to collect treble damages or attorneys’
12
fees under the MWPCL due to the existence of a bona fide dispute.
Lastly, defendants contend that they are entitled to judgment on
the quantum meruit claim against CDC and SPLLC because plaintiff
does not contest — and thus concedes — that he did not provide any
uncompensated, extra-contractual services to defendants.
In the
alternative, defendants move for a new trial on all claims.
This Court has conducted an extensive review of the evidence
in the record, including a review of the considerable amount of
evidence
that
the
jury
heard
regarding
plaintiff’s
withheld
commission. Upon review, this Court finds that plaintiff marshaled
sufficient evidence at trial for the jury to find in favor of the
plaintiff and against the defendants on all claims.
Based on the
record and all of the evidenced presented, and in viewing the
evidence in the light most favorable to plaintiff as the nonmoving
party and drawing all reasonable inferences in favor of the
plaintiff, this Court finds that the jury’s findings are supported
by substantial evidence presented at trial.
Accordingly,
defendants’
Rule
50
motion
for
judgment
notwithstanding the verdict, or in the alternative, for a new trial
(ECF No. 170) is denied.
B.
Defendants’ Rule 59 Motion
Defendants also filed a Rule 59 motion to alter or amend the
judgment or, in the alternative, for a new trial on damages.
No. 171.
ECF
Defendants contend that the judgment should have been
13
entered only in the total of $1,000,000.00 ($825,000.00 for the
commission, and $175,000.00 in additional damages awarded by the
jury) jointly and severally as to all defendants, and assert that
the order of judgment on its face does not accurately reflect such
an award.
In the alternative, if this Court declines to enter an
order altering or amending the order of judgment, defendants state
that a new trial on damages should be granted.
In support of the motion, defendants argue that plaintiff’s
amended complaint asserted each count as an alternative means of
recovering the claimed commission of $825,000.00, and requested
entry of judgment jointly and severally against each defendant.
Additionally, defendants assert that plaintiff is only entitled to
recover once for the purported harm (i.e., the commission), and
assuming plaintiff elects his remedy as recovery under the MWPCL,
the order of judgment should be amended to reflect entry of a
judgment for $1,000,000.00, jointly and severally against all
defendants.
ECF No. 171-1 at 10.
Defendants further contend that
plaintiff may not recover in quasi-contract because the jury found
the existence of an express contract.
Id.
If, however, the Court
declines to amend the judgment under Rule 59(e), defendants argue
that the Court can and should grant a new trial nisi reimittitur
pursuant to Rule 59(a).
ECF No. 171-1 at 11.
Beyond defendants’
argument regarding double recovery, defendants advance the argument
that an award in excess of $1,000,000.00 would be excessive and
14
unwarranted asserting that plaintiff neither proved nor attempted
to prove at trial any damages beyond the claimed $825,000.00
commission and the only other damages sought by plaintiff were a
trebling of the commission as permitted by statute, and on that
aspect of the claim the jury unambiguously awarded $175,000.00.
ECF No. 171-1 at 14.
Plaintiff
filed
a
response
in
opposition
to defendants’
motion. ECF No. 182. Plaintiff argues that defendants’ failure to
timely object to either the verdict sheet or the jury instructions
amounts to a waiver of those objections.
waiver
issues,
plaintiff
adds,
is
Compounding defendants’
the
fact
that
defendants
themselves submitted a proposed verdict sheet that included the
opportunity for the jury to award separate damages against each
defendant,
defendant.
for
all
causes
of
action
remaining
against
that
Plaintiff asserts that at no time during the two
charging conferences, conducted by the Court on the record in
chambers, did defendants object to the jury instructions or the
verdict sheet concerning a possible “double recovery” verdict to
which
they
now
complain,
either
by
way
of
the
jury
making
individual awards against each defendant (several liability) or by
way of the jury making awards for all causes of action remaining
against defendants, including contract and quasi-contract claims.
Plaintiff contends that, for purposes of defendants’ motion, it is
noteworthy that the jury instructions examined by the parties
15
during the charging conferences included the following: “[a]n
employee may have more than one employer at a given time[]” and
“[e]ach defendant is entitled to a fair and separate consideration
of that defendant’s own defense and is not to be affected by your
decision with respect to the other defendants.” “These instructions
apply
to
each
defendant
unless
otherwise
indicated.”
Both
instructions, the former requested by the plaintiff and the latter
requested by the defendants, were included in the final set of jury
instructions delivered by the Court without objection.
Likewise, for purposes of defendants’ motion, plaintiff adds
that it is noteworthy that the proposed verdict forms submitted by
both parties provided for separate awards for each cause of action
surviving against each defendant.
See ECF No. 106 (plaintiff’s
proposed verdict sheet) and ECF No. 112 (defendants’ proposed
verdict sheet).
Neither parties’ proposed verdict sheet was
selected by the Court for delivery to the jury. Instead, the Court
adopted a “hybrid” version of defendants’ and plaintiff’s proposed
verdict sheets, incorporating defendants’ questions regarding the
MWPCL
claims
claims.
and
plaintiff’s
version
regarding
the
remaining
Consistent with the verdict sheet proposals provided by
all parties, the verdict sheet used provided for separate awards
for each cause of action surviving against each defendant.
The
parties examined and discussed the Court’s hybrid verdict sheet and
had
the
opportunity
to
note
objections
16
and
request
changes.
Plaintiff notes that defendants made no objections concerning any
possible “double recovery” under the verdict sheet, either pursuant
to defendants being potentially severally liable for damages or
liable for damages for multiple causes of action.
Plaintiff continues by arguing that following the Court’s
ruling on the parties’ Rule 50 motions, which were all denied, the
Court once again presented its hybrid version of the verdict sheet
to the parties for their final consideration in open court outside
the presence of the jury.
Once again, the Court allowed for
objections and suggested changes to the verdict sheet.
Again,
defendants made no objection regarding the form or content of the
verdict sheet, either pursuant to defendants being potentially
severally liable for damages, or liable for damages for multiple
causes of action.
Plaintiff notes that defendants did not make a
motion for the plaintiff to elect whether he wished to proceed on
his contract claims against defendants SPLLC and CDC or quasicontract claims against those same defendants.
Plaintiff states that, in the context of defendants’ instant
motion, defendants made no objection to the jury’s verdict or
requested any clarification of the jury’s verdict once it was
returned and prior to their discharge.
Accordingly, plaintiff
argues that defendants waived any objections to the form of the
jury’s verdict for several reasons, particularly now that the jury
has been discharged.
17
Defendants then filed a reply to plaintiff’s response in
opposition and argue that plaintiff does not challenge the blackletter prohibition against double recovery, nor does he dispute the
maxim that a plaintiff prevailing on multiple, alternative grounds
must elect his choice of remedy. Defendants argue that plaintiff’s
opposition does not contest Maryland’s ample legal authorities
mandating that no plaintiff may recover in quasi-contract if an
express contract exists between the parties.
Nor does plaintiff
dispute that his amended complaint (ECF No. 26) sued and sought
judgment against all defendants jointly and severally.
Finally,
defendants assert that plaintiff does not meaningfully distinguish
this
Court’s
own
cases
finding
that
a
plaintiff
who
brings
alternative claims for the same unpaid wage is limited to a single
recovery regardless of the number of counts or defendants involved.
Instead, defendants assert that plaintiff argues — without citation
to any precedential authority — that defendants invited an improper
judgment
by
instructions.
not
objecting
to
the
verdict
sheet
or
the
jury
In taking this position, defendants argue that
plaintiff implicitly concedes that the judgment constitutes an
improper aggregation of damages that would permit duplicative
recovery, but, in effect, asks this Court to uphold it anyway on
the grounds that defendants “asked for it.”
Defendants argue that they made clear in the Court conference
that plaintiff would only be entitled to but one award of damages,
18
regardless of whether the jury found against more than one party or
on more than one claim.
ECF No. 192 at 3.
Additionally,
defendants assert that the verdict sheet is not inconsistent,
citing the fact that the exact same amount was awarded against all
defendants, on each alternative claim.
Defendants ultimately
assert that plaintiff is entitled to only one recovery for his
single harm and that aggregated verdicts are permitted only where
the verdict is logical and probable only if aggregated. Defendants
conclude by stating that plaintiff does not contest, and thus
concedes that he cannot recover in both contract and quasicontract, and additionally, that plaintiff must elect his remedy
between MWPCL and breach of contract, but cannot have both.
This
Court has reviewed the fully briefed motions and the contentions of
the parties, as well as the applicable standard of review.
As
stated above, Rule 59(a) provides the trial court discretion, after
a jury trial, to grant a new trial on all or some of the issues
only if the verdict: (1) is against the clear weight of the
evidence; (2) is based upon false evidence; or (3) “will result in
a miscarriage of justice, even though there may be substantial
evidence which would prevent the direction of a verdict.”
Food Sys. & Servs., Inc., 99 F.3d at 594.
Atlas
Additionally, the trial
court may order a new trial nisi remittitur if it concludes that a
jury award of compensatory damages is excessive or if the jury’s
verdict is against the weight of the evidence or based on evidence
19
which is false.
Jones, 777 F.3d at 672; Sloane, 510 F.3d at 502.
This Court has reviewed the record and finds no grounds for relief
pursuant to Rule 59(a).
Thus, this Court finds that defendants’
motion, to the extent it seeks alternative relief under Rule 59(a),
fails.
Upon review, this Court finds that defendants are, however,
entitled to relief under Rule 59(e).
As stated above, the purpose
of Rule 59(e) is to “permit a district court to correct its own
errors, sparing the parties and the appellate courts the burden of
unnecessary appellate proceedings.”
Pac. Ins. Co. v. Am. Nat’l
Fire Ins. Co., 148 F.3d, 403 (4th Cir. 1998) (citation and internal
quotations omitted), cert. denied, 525 U.S. 1104 (1999).
Rule
59(e) motions will be granted in three circumstances: “(1) to
accommodate an intervening change in controlling law; (2) to
account for new evidence not available at trial; or (3) to correct
a clear error of law or prevent manifest injustice.” Ingle ex rel.
Estate of Ingle v. Yelton, 439 F.3d 191, 197 (4th Cir. 2006)
(citing Pac. Ins. Co., 148 F.3d at 403).
As an initial matter, this Court finds that the first two
circumstances where a court may grant relief under Rule 59(e) are
not contested and do not apply to defendants’ arguments in their
motion, leaving only the third possible circumstance, to correct a
clear error of law or prevent manifest injustice, for this Court’s
consideration. In consideration of the foregoing, this Court finds
20
that it is necessary to grant the defendants’ Rule 59 motion, in
part, to correct a clear error in this Court’s previously entered
order of judgment (ECF No. 160) and to prevent manifest injustice.
Moreover, this Court notes that in its previous order, entered
August 24, 2018, granting in part and denying in part defendants’
motion to stay execution of judgment pending resolution of the
post-trial motions and directing the defendants to post bond, this
Court stated:
This Court recognizes that the dispute as to what
the appropriate amount of the judgment is in this civil
action is the subject of the defendants’ post-trial
motions which are not yet fully briefed by the parties.
At this time, and solely for the purposes of this order
in regard to the instant motion, this Court finds that
the amount delineated above is appropriate to provide
proper security to the plaintiff pursuant to Rule 62(b),
and does not in any way impact this Court’s consideration
of the pending post-trial motions. Further, this Court
notes that the bond amounts as to each defendant may be
subject to modification.
ECF No. 175 at 5 n.4.
Accordingly, this Court will first address the argument that
plaintiff may not recover in both contract and quasi-contract, then
address defendants’ argument that plaintiff is entitled to only one
recovery for his single harm, and then analyze the issue of joint
and several liability amongst the defendants.
1.
Recovery in Both Contract and Quasi-Contract
First, as to the issue of quasi-contractual claims, Count III
of the amended complaint sets forth a claim for promissory estoppel
and Count IV of the amended complaint sets forth a claim for
21
quantum meruit.
Following trial, the jury returned a verdict in
favor of the plaintiff as to these quasi-contractual claims in
addition to returning a verdict in favor of plaintiff for breach of
contract.
As it is currently entered, the order of judgment
reflects the jury’s awards in favor of plaintiff for both contract
and quasi-contract claims.
As this Court articulated in its memorandum opinion regarding
summary
judgment,
in
“quasi-contractual.”
general,
promissory
estoppel
claims
are
See ECF No. 71 at 20 (citing Ver Brycke v.
Ver Brycke, 379 Md. 669, 693 n.9, 843 A.2d 758, 772 n.9 (2004)).
Characterizing promissory estoppel as a “quasi-contract” claim, the
Maryland Court of Appeals said in Ver Brycke, id. at 693 n.9, 843
A.2d at 772 n.9:
“‘The general rule is that no quasi-contractual
claim
when
can
arise
a
contract
exists
between
the
parties
concerning the same subject matter on which the quasi-contractual
claim rests.’”
Id. (quoting Cnty. Comm’rs of Caroline Cnty v.
Roland Dashiell & Sons, Inc., 358 Md. 83, 95, 747 A.2d 600, 607
(2000)).
Additionally, this Court also stated that under Maryland law,
a claim for quantum meruit may be based on a contract implied in
fact or a contract implied by law, which is often referred to as
unjust enrichment.
See ECF No. 71 at 52 (citing Mogavero v.
Silverstein, 142 Md. App. 259, 275, 790 A.2d 43, 52 (2002)).
Unjust enrichment and quantum meruit “‘are remedies to provide
22
relief for a plaintiff when an enforceable contract does not exist
but fairness dictates that the plaintiff receive compensation for
services provided.’” ECF No. 71 at 53 (citing Dashiell, 358 Md. at
96-97, 747 A.2d at 607 (quoting Dunnaville v. McCormick & Co., 21
F. Supp. 2d 527, 535 (1998)).
This Court again reiterated that
“[t]he general rule is that no quasi-contractual claim can arise
when a contract exists between the parties concerning the same
subject matter on which the quasi-contractual claim rests.”
ECF
No. 71 at 53-54 (citing, among other cases, Dashiell, 358 Md. at
96, 747 A.2d at 610 (“We hold that, generally, quasi-contract
claims such as quantum meruit and unjust enrichment cannot be
asserted when an express contract defining the rights and remedies
of the parties exists.”)).
As defendants note in the memorandum in support of their
motion, “[p]laintiff may not recover in quasi-contract because the
jury found the existence of an express contract.”
This Court agrees.
ECF No. 171-1.
Plaintiff also explicitly acknowledged this
principle of law in his respective post-trial brief in opposition
to defendants’ motion regarding this issue.
n.5.
See ECF No. 182 at 8
As this Court previously ruled in this case, “if there is no
valid contract, as defendants maintain, then plaintiff may pursue
a quasi-contractual claim.” ECF No. 71 at 49. However, this Court
went on to explain that, while both contract and quasi-contract
claims may be plead in the alternative, “a plaintiff ‘may not
23
recover under both . . . theories . . . .”
Id. (quoting Swedish
Civil Admin. v. Project Mgt. Enters. Inc., 190 F. Supp. 2d 785, 792
(D. Md. 2002)).
Accordingly, to correct a clear error of law and prevent
manifest injustice, this Court finds that it must amend the order
of judgment to eliminate plaintiff’s recovery under the jury’s
verdict
as
it
relates
to
the
quasi-contractual
theories
of
promissory estoppel (Count III) and quantum meruit (Count IV).
2.
Double Recovery, Election of Remedy, and Waiver
As to defendants’ argument that plaintiff is entitled to only
one recovery for his single harm, this Court finds that plaintiff
may not recover under both the MWPCL and the breach of contract
claim, and that plaintiff must elect his remedy to prevent an
impermissible double recovery on duplicative damages.
While defendants argue that plaintiff is only entitled to a
single recovery for a single harm, plaintiff argues that defendants
waived any challenges to the jury’s verdict by failing to object to
either the jury instructions or the verdict sheet at any time
despite being given multiple opportunities to do so by the Court.
After review of the parties’ arguments, this Court is of the
opinion that plaintiff’s recovery under both the MWPCL claim and
the breach of contract claim is not permissible in that a judgment
entered against the defendants under both claims would result in an
impermissible double recovery.
24
This
Court
finds
that
plaintiff
correctly
states
that
defendants did fail to raise any specific objection to the jury
instructions or verdict sheet before, at, or after the close of
evidence regarding double recovery.
To be sure, defendants had
several opportunities to specifically object to or request changes
to the verdict sheet, either during the charging conferences, or
when this Court circulated a final verdict sheet in open court for
the parties review after its denial of the parties’ Rule 50
motions.
Defendants never articulated an argument as to double
recovery under the MWPCL claim and the breach of contract claim,
and never requested that plaintiff clarify if he was seeking relief
under these counts as alternative theories.
Additionally, this Court acknowledges that while its previous
memorandum opinion regarding summary judgment explicitly ruled that
plaintiff’s
contract
and
quasi-contract
claims
were
mutually
exclusive, it did not address the issue of possible double recovery
or plaintiff’s alternative theories.
Further, this Court is
mindful that a Rule 59(e) motion may not be used to raise arguments
which could have been raised prior to the issuance of the judgment,
nor may it be used to argue a case under a novel legal theory that
the party had the ability to address in the first instance.
Pac.
Ins. Co., 148 F.3d at 403.
Typically, in a civil action such as this, plaintiff concedes
that his claims are plead in the alternative, and defendants raise
25
the election of remedy and possible double recovery issue before
the entry of judgment.
the
case
at
hand
circumstances.
However, that is not the case here.
presents
Plaintiff’s
a
unique
primary
situation
argument
in
Thus,
under
the
response
to
defendants’ contentions is that defendants failed to raise this
issue and thus waived their objection.
While the United States
Court of Appeals for the Fourth Circuit has cautioned that a party
may not use a Rule 59(e) motion to raise arguments which could have
been raised prior to the issuance of the judgment, an analysis of
this
issue
under
plaintiff’s
waiver
theory
misses
the
mark.
Resolving the issue of whether or not judgment can stand under both
the MWPCL claim and the breach of contract claim does not turn on
defendants’
failure
plaintiff argues.
to
object,
waiver,
and
invited
error
as
Rather, this Court finds that determination of
this issue turns on whether or not amending the judgment order
currently entered against the defendants under both the MWPCL claim
and breach of contract claim is warranted under the Rule 59
standard of correcting a clear error of law or preventing manifest
injustice.
Ingle, 439 F.3d at 197 (4th Cir. 2006) (citing Pac.
Ins. Co., 148 F.3d at 403)).
This Court has stated that “[c]lear
error or manifest injustice occurs where a court has patently
misunderstood
a
party,
or
has
made
a
decision
outside
the
adversarial issues presented to the Court by the parties, or has
made an error not of reasoning but of apprehension . . . .”
26
Wagner
v. Warden, Civ. No. ELH-14-791, 2016 WL 1169937, at *3 (D. Md. Mar.
24, 2016) (internal quotation marks omitted); see also TFWS, Inc.
v. Franchot, 572 F.3d 186, 194 (4th Cir. 2009).
This Court finds,
in this particular circumstance, this standard is met and relief is
necessary.
A review of the applicable case law regarding this specific
issue reveals that plaintiff must elect his remedy under the MWPCL
claim or the breach of contract claim, as a judgment entered under
both the MWPCL claim and breach of contract claim would amount to
an impermissible and duplicative double recovery for the same
purported harm.
Under what is known as the “one wrong, one recovery rule,” a
party may not recover twice for one injury, even if the party
asserts multiple, consistent theories of recovery.
See Gen. Tel.
Co. of the Northwest, Inc. v. EEOC, 446 U.S. 318, 333, 100 S. Ct.
1698, 64 L.Ed.2d 319 (1980) (“It . . . goes without saying that the
courts can and should preclude double recovery by an individual.”);
United States v. Rachel, 289 F. Supp. 2d 688, 697 (D. Md. 2003)
(“The one wrong, one recovery rule precludes a party from double
recovery for a single injury.” (citing Kramer v. Emche, 64 Md. App.
27, 494 A.2d 225, 231 (Md. Ct. Spec. App. 1985))).
Therefore, as this Court has previously held, plaintiff will
recover only once for all damages resulting from defendants’
failure to pay him his deserved wages, even though plaintiff
27
established defendants’ liability under the MWPCL and for breach of
contract.
2012
WL
See Clancy v. Skyline Grill, LLC, No. CIV. ELH-12-1598,
5409733,
at
*5
(D.
Md.
Nov.
5,
2012),
report
and
recommendation adopted, No. CIV.A. ELH-12-1598, 2013 WL 625344 (D.
Md. Feb. 19, 2013).
This Court finds that amending the judgment
order to reflect an award under the MWPCL claim only is necessary
to correct a clear error and prevent manifest injustice.
To the extent plaintiff does argue in his response that
judgment on both the MWPCL claim and the breach of contract claim
is permissible, this Court finds plaintiff’s argument unavailing.
While plaintiff argues that Clancy is markedly different from the
case at hand because it deals the entry of damages under a motion
for default judgment, this Court finds that it is of no consequence
that the defendants in Clancy defaulted.
While plaintiff may be
correct that these cases differed procedurally, the substantive
holding from Clancy is that double recovery for unpaid wages in
Maryland, including claims asserted pursuant to the MWPCL, is not
permitted merely because a plaintiff may prevail on multiple,
alternative counts, including breach of contract.
In addition to Clancy, this Court finds the Court’s decision
in Imgarten v. Bellboy Corp., 383 F. Supp. 2d 825 (D. Md. 2005),
instructive.
In Imgarten, the Court acknowledged that plaintiff
advanced alternative theories of breach of contract and violation
of the Maryland Wage Payment and Collection Law.
28
The jury awarded
Imgarten $808,927.00 in unpaid wages and exemplary damages of
$233,244.00, for a total of $1,042,171.00.
The jury also awarded
Imgarten $808,927.00 in unpaid wages on his breach of contract
claim. In considering whether or not to add the breach of contract
award in addition to the award under the MWPCL, the Court held that
the award of $808,927.00 in unpaid wages on plaintiff’s breach of
contract claim “is duplicative and does not serve to increase the
total.”
Imgarten v. Bellboy Corp., 383 F. Supp. 2d 825, 852 fn.1.
(D. Md. 2005).
See also Orellana v. Cienna Properties, LLC, No.
CIV.A. JKB-11-2515, 2012 WL 203421, at *6 (D. Md. Jan. 23, 2012)
(To avoid double recovery, the Court did not add contract damages
which
were
already
included
and
able
to
be
recovered
under
plaintiff’s MWHL claim to plaintiff’s total award.); Mata v. G.O.
Contractors Grp., Ltd., No. CV TDC-14-3287, 2015 WL 6674650, at *4
(D. Md. Oct. 29, 2015) (Articulating the principle against double
recovery,
and
finding
that
although
plaintiffs
established
liability under the FLSA, MWHL, or MWPCL, they cannot recover more
than once for the same harm, and awarding damages under the MWPCL
as that statute provided the avenue for greatest recovery.).
Here, the jury awarded $825,000.00 — i.e. the undisputed value
of the commission — as the amount of the commission owed to
plaintiff under the MWPCL.
On the additional damages portion of
the MWPCL, the jury awarded $175,000.00.
As to the breach of
contract claim, the jury indicated that $825,000.00 was the amount
29
owed to plaintiff under the contract.
Upon review of the verdict,
and consistent with the approach utilized by the Court in Imgarten,
this Court finds that the judgment order must reflect an award to
plaintiff for his commission of $825,000.00, and award additional
damages of $175,000.00, for a total award of $1,000,000.00 under
the MWPCL.
This Court will award damages under the MWPCL as that
statute provides the avenue for greatest recovery.
Additionally,
this Court is of the opinion that this finding comports with the
purpose of Rule 59(e) of permitting a district court to correct its
own errors, sparing the parties and the appellate courts the burden
of unnecessary appellate proceedings.
Pac. Ins. Co., 148 F.3d at
403.
3.
Joint and Several Liability
In addressing the contentions of the parties as to joint and
several liability, this Court finds that it is necessary to
consider the jury’s verdict as well as plaintiff’s operative
pleading.
Critically, this Court finds that in his operative pleading,
the amended complaint (ECF No. 26), plaintiff sought judgment “in
favor of [p]laintiff Macsherry and jointly and severally against
[d]efendants for failing to pay wages in violation of the MWPCL.”
ECF No. 26 at 7.
amended
complaint,
[p]laintiff
Additionally, in his operative pleading, his
plaintiff
Macsherry
and
sought
jointly
30
judgment
and
in
severally
favor
of
against
[d]efendants for breach of contract.”
Id. at 8.
This Court
further notes that plaintiff sought judgment jointly and severally
against defendants for his quasi-contract claims as well.
10, 11.
Id. at
This Court finds that plaintiff’s operative pleading,
which clearly demands the defendants be held jointly and severally
liable for plaintiff’s damages, controls.
As it relates to the formation of the verdict form, this Court
finds the plaintiff’s “invited error” argument unavailing. This is
not a matter of invited error or waiver, but rather an instance of
reading the jury’s verdict finding each defendant liable on each
count
consistently
with
plaintiff’s
operative
pleading.
The
plaintiff argues that “[d]efendants themselves submitted a Proposed
Verdict Sheet that included the opportunity for the jury to award
separate damages against each [d]efendant, for all causes of action
remaining against that [d]efendant.”
ECF No. 182.
As plaintiff
correctly notes, the claims presented by plaintiff were separated
as to each defendant on the verdict form.
Under the circumstances
presented, it was necessary to break out the separate claims and
separate defendants so that the jury could render a verdict as to
each.
If the claims or parties had been combined on the verdict
sheet, there would have been no way for the jury to evaluate each
one independently.
Without separation of the claims and parties,
it would be impossible to know whether the jury considered and came
to verdict on all of the matters that were before it.
31
This Court
reads the jury’s finding of each defendant liable on each count to
mean that all three defendants are jointly and severally liable for
the same damages.
Upon review, this Court finds that defendants
SPLLC, CDC, and Roberts are jointly and severally liable for the
jury’s award of $1,000,000.00 under the MWPCL claim.
Upon review, the order of judgment must be amended to reflect
that the defendants are jointly and severally liable, consistent
with
the
jury
injustice.
CDC
and
verdict,
to
prevent
clear
error
and
manifest
Accordingly, this Court finds that defendants SPLLC,
Roberts
are
jointly
and
severally
liable
for
the
plaintiff’s award of $825,000.00 as a commission and $175,000.00 in
additional damages for violation of the MWPCL.
Accordingly, defendants’ Rule 59 motion to alter or amend the
judgment or, in the alternative, for a new trial on damages (ECF
No. 171) is granted in part and denied in part as framed.
C.
Plaintiff’s Motion for Attorneys’ Fees and Costs
Pursuant
to
the
MWPCL,
Federal
Rule
of
Civil
Procedure
54(d)(2)(A) and Local Rule 109.2, plaintiff filed a motion for
award of attorneys’ fees and costs.
ECF No. 161.
Pursuant to
Local Rule 109.2(b), plaintiff filed a memorandum in support of the
motion.
ECF No. 177.
In support of the motion, plaintiff asserts
that he brought a civil action against defendants for violating the
MWPCL following their refusal to pay plaintiff a commission he
earned as an employee.
ECF No. 161 at 1.
32
Plaintiff further states
that following trial, the jury returned a verdict in favor of the
plaintiff and against defendants for violating the MWPCL, finding
that the commission plaintiff claimed in this civil action was a
“wage” as defined by the MWPCL, and that the jury found that
defendants violated the MWPCL by not paying plaintiff a commission
he earned.
Plaintiff states that the jury awarded the full amount
of the commission, plus additional damages, and adds that the jury
also found that the defendants had no bona fide basis to withhold
plaintiff’s commission.
Plaintiff’s civil action was brought
pursuant to subsection (a) of § 3-507.2(b) of the MWPCL which
permits an award of reasonable counsel fees and other costs.
No. 161 at 2.
attorney’s
ECF
Plaintiff asserts that the total is $513,794.50 for
fees
and
$32,153.68
in
costs.
ECF
No.
177-1.
Defendants then filed a response in opposition to plaintiff’s
motion for attorneys’ fees and costs (ECF No. 188), and plaintiff
filed a reply to defendants’ response (ECF No. 189).
For
the
reasons
set
forth
below,
this
Court
will
hold
plaintiff’s motion for attorneys’ fees and costs in abeyance and
stay such motion until exhaustion of any appeal in this case to the
United States Court of Appeals for the Fourth Circuit or other
final resolution of this civil action.
District courts possess inherent power to stay litigation
proceedings. See Landis v. N. Am. Co., 299 U.S. 248, 254-55 (1936)
(“The power to stay proceedings is incidental to the power inherent
33
in every court to control disposition of the causes on its docket
with economy of time and effort for itself, for counsel, and for
litigants.”); see also Clinton v. Jones, 520 U.S. 681, 706, 117 S.
Ct. 1636, 137 L. Ed. 2d 945 (1997) (“The District Court has broad
discretion to stay proceedings as an incident to its power to
control its own docket.”). This power may be exercised sua sponte.
Crown Cent. Petroleum Corp. v. Dept. of Energy, 102 F.R.D. 95, 98
(D. Md. 1984) (citing Landis, 299 U.S. at 254-55); see Rice v.
Astrue, No. 4:06-CV-02770-GRA, 2010 WL 3607474 at *2 (D.S.C. Sept.
9, 2010) (“Although there has been no request to hold the instant
motion in abeyance, a federal court has the inherent power to stay,
sua sponte, an action before it.”).
In the interest of judicial economy, this Court finds that
holding
plaintiff’s
motion
for
attorneys’
fees
and
costs
in
abeyance pending the resolution of any appeal of the underlying
jury verdict, judgment order, or other resolution of this civil
action is the proper course of action at this time.
Plaintiff is
seeking a significant award in his motion for attorneys’ fees and
costs. An examination of all the supporting documentation that the
parties provided in relation to the motion, together with an
examination of the legal issues involved in the briefing of the
motion, will require a great amount of time and an analysis of
numerous factual and legal issues.
If any appeal of the jury
verdict and amended judgment is successful, such time and effort
34
expended ruling on these matters will be a misuse of this Court’s
resources as at the very least such rulings will need altered.
As
such,
this
Court
finds
that
plaintiff’s
motion
for
attorneys’ fees and costs (ECF No. 161) is stayed pending the final
resolution of any appeal in this matter or other final resolution
thereof.
See Reed v. Health and Human Services, 774 F.2d 1270,
1277 (4th Cir. 1985) (holding that a district court may defer
ruling on a petition for attorneys’ fees pending a final resolution
of the merits).
V.
Conclusion
For the reasons set forth above, defendants’ Rule 50 motion
for judgment notwithstanding the verdict or, in the alternative,
for a new trial (ECF No. 170) is DENIED and defendants’ Rule 59
motion to alter or amend the judgment or, in the alternative, for
a new trial on damages (ECF No. 171) is GRANTED IN PART and DENIED
IN PART AS FRAMED.
Accordingly,
the
order
of
judgment
entered
in
favor
of
plaintiff and against defendants on July 16, 2018 (ECF No. 160) is
hereby ORDERED AMENDED.
An amended order of judgment consistent
with this memorandum opinion and order will be entered separately.
Further, plaintiff’s motion for attorneys’ fees and costs (ECF
No. 161) is STAYED pending the resolution of any appeal in this
matter or other resolution of this civil action.
The parties are
DIRECTED to notify this Court of the resolution of any appeal in
35
this matter or any other resolution thereof.
If no such appeal is
filed within 30 days from the entry of this order, the parties
shall advise this Court and this Court can then consider lifting
the stay and deciding plaintiff’s motion for attorneys’ fees and
costs.
IT IS SO ORDERED.
The Clerk is DIRECTED to transmit a copy of this memorandum
opinion and order to counsel of record herein.
DATED:
February 12, 2019
/s/ Frederick P. Stamp, Jr.
FREDERICK P. STAMP, JR.
UNITED STATES DISTRICT JUDGE
36
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