Arborjet, Inc. v. Rainbow Treecare Scientific Advancements, Inc.
Filing
202
Judge Nathaniel M. Gorton: ENDORSED MEMORANDUM & ORDER entered granting in part and denying in part 185 Motion for Permanent Injunction; denying 193 Motion for Judgment as a Matter of Law (Caruso, Stephanie)
United States District Court
District of Massachusetts
ARBORJET, INC.,
Plaintiff,
v.
RAINBOW TREECARE SCIENTIFIC
ADVANCEMENTS, INC.,
Defendant.
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Civil Action No.
14-14129-NMG
MEMORANDUM & ORDER
GORTON, J.
This case arises from allegations by plaintiff Arborjet,
Inc. (“plaintiff” or “Arborjet”) that defendant Rainbow Treecare
Scientific Advancements, Inc. (“defendant” or “Rainbow”)
breached a sales agency agreement between the parties and the
implied covenant of good faith and fair dealing.
Arborjet
designs and manufactures insect and pest control products, such
as TREE-age, for direct injection into trees.
Rainbow
manufactures and sells treatments for the protection of trees
and also distributes pesticides manufactured by other companies.
In November, 2015, a jury found through a special verdict
form that although Rainbow breached the contract without causing
Arborjet any damages, its breach of the implied covenant of good
faith and fair dealing did cause Arborjet damages.
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The jury
awarded $325,000 in damages to Arborjet for Rainbow’s latter
breach.
Pending before the Court is Arborjet’s motion for a
permanent injunction (Docket No. 185) and Rainbow’s renewed
motion for judgment as a matter of law or, in the alternative,
for remittitur or a new trial (Docket No. 193).
For the reasons
that follow, Arborjet’s motion will be allowed, in part, and
denied, in part, and Rainbow’s motion will be denied.
I.
Background
The facts of this case have been described at length in
previous Memoranda & Orders (“M&Os”) issued by this Court
(Docket Nos. 34 and 132) and by the First Circuit Court of
Appeals (“the First Circuit”) in Arborjet, Inc. v. Rainbow
Treecare Scientific Advancements, Inc., 794 F.3d 168 (1st Cir.
2015).
The following are the salient facts for the purpose of
this M&O.
Arborjet filed its complaint in November, 2014 alleging,
inter alia, that Rainbow helped third-party Rotam North America
(“Rotam”) develop ArborMectin, a generic version of TREE-age, in
violation of Rainbow’s contractual obligation to Arborjet not to
engage in affairs intended to replicate Arborjet products or
processes.
Shortly thereafter, Arborjet filed a motion for a
preliminary injunction that would, inter alia, prevent Rainbow
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from selling, distributing and/or marketing ArborMectin.
This
Court allowed the motion and imposed preliminary injunctive
relief in December, 2014.
The First Circuit affirmed the entry
of the preliminary injunction with respect to the sale,
distribution and/or marketing of ArborMectin in July, 2015.
In November, 2015, the case proceeded to trial at which
Arborjet pursued only its claims for breach of contract and
breach of the implied covenant of good faith and fair dealing.
At the conclusion of Arborjet’s case, Rainbow moved for
judgment as a matter of law on both claims for lack of
sufficient evidence.
The Court denied that motion without
prejudice.
After the close of all evidence at trial, the Court asked
Arborjet to address Rainbow’s contention that Arborjet had
presented no evidence at trial of actual damages.
Arborjet
responded that it had introduced evidence of lost profits during
its case-in-chief in the form of
profit calculations of TREE-age, per-unit calculations
. . . [and] projected sales projections from Rainbow and
the actual volume of the sales falling below those
projections.
Arborjet added that it had also submitted evidence that it
earned a profit of $225 per liter of TREE-age sold.
took the matter under advisement.
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The Court
Arborjet then moved for judgment as a matter of law on its
substantive claims.
The Court took the motion under advisement
as well.
At the charge conference, the Court informed the parties
that it would submit the case in its entirety to the jury and
ask it to consider the substantive charges and the issue of
compensatory or nominal damages.
Accordingly, the Court denied
without prejudice Arborjet’s motion for judgment as a matter of
law.
On the seventh day of trial, the jury returned a verdict in
favor of Arborjet on its claim of breach of the implied covenant
and awarded it $325,000 in damages.
Arborjet filed the pending
motion for permanent injunctive relief and Rainbow moved for
judgment as a matter of law or, in the alternative, for
remittitur or a new trial.
II.
Plaintiff’s motion for a permanent injunction
A.
Legal standard
Before issuing a permanent injunction, a district court
must find that 1) the plaintiff has prevailed on the merits,
2) the plaintiff would suffer irreparable injury without
injunctive relief, 3) the harm to the plaintiff in the absence
of injunctive relief would outweigh the harm to the defendant in
the face of injunctive relief and 4) the public interest would
not be adversely affected by injunctive relief. Asociación de
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Educación Privada de P.R., Inc. v. Garcia-Padilla, 490 F.3d 1, 8
(1st Cir. 2007).
B.
Application
Arborjet seeks to enjoin permanently Rainbow from selling,
distributing or marketing ArborMectin or any other emamectin
benzoate product for tree injection manufactured by Rotam or any
of Rotam’s affiliates, in perpetuity.
In the alternative, Arborjet seeks an injunction that would
bar Rainbow from such activities until February, 2018, the date
upon which ArborMectin purportedly would have reached the market
if Rainbow had waited until after the termination of its
contract with Arborjet and then begun to help Rotam develop and
market a generic product.
1.
Prevailing party
As the Court instructed the jury, to prove that Rainbow
breached the implied covenant of good faith and fair dealing,
Arborjet needed to show that 1) it had a contract with Rainbow,
2) Rainbow breached the covenant by acting with a lack of good
faith in relation to the contract and 3) Arborjet suffered
damages as a result of Rainbow’s actions.
The jury verdict confirms that Arborjet prevailed on its
claim of breach of the covenant because the jury found that it
had proved that 1) it entered into a contract with Rainbow,
2) Rainbow breached the implied covenant of good faith and fair
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dealing with respect to that contract and 3) the breach caused
it to sustain damages.
The fact that Arborjet did not prevail on the merits of its
separate claim of breach of contract is irrelevant.
Although
the implied covenant cannot broaden the scope of the contract or
add new terms, rights or duties to it, see Chokel v. Genzyme
Corp., 449 Mass. 272, 276 (2007), a party can violate the
implied covenant of good faith and fair dealing without
breaching the terms of the contract so long as it destroyed or
injured the right of the other party to receive benefits under
the contract, see Anthony’s Pier Four, Inc. v. HBC Assocs., 411
Mass. 451, 471-73 (1991)(affirming that the exercise of a
contractual right by the plaintiff in bad faith and as a pretext
constituted a breach of the implied covenant), and Fortune v.
Nat’l Cash Register Co., 373 Mass. 96, 101, 104-05
(1977)(affirming that the employer breached the implied covenant
without breaching the literal terms of the contract when it
terminating an employee in order to avoid paying him earned
commission).
Accordingly, the Court finds that Arborjet prevailed on the
merits of its claim of breach of the implied covenant.
2.
Irreparable harm
Irreparable harm can occur when the plaintiff suffers a
substantial injury that cannot be accurately measured or
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adequately compensated by money damages or other legal remedies.
Ross-Simons of Warwick, Inc. v. Baccarat, Inc., 102 F.3d 12, 1819 (1st Cir. 1996).
The claim of irreparable injury must
involve more than a “tenuous or overly speculative forecast of
anticipated harm.” Id. at 19.
Examples of irreparable injuries
include injuries to goodwill and reputation because they, by
nature, cannot be easily measured or fully compensable in
damages. Id. at 20.
Arborjet declares that, without a permanent injunction, it
will suffer immeasurable injury to its goodwill and reputation
that cannot be fully remedied by the $325,000 award of damages.
It contends that it expended significant effort and investment
to develop its goodwill and reputation with TREE-age clients
such as the City of Chicago and other municipalities and that it
will lose credibility and goodwill with those clients if Rainbow
is permitted to convince them to switch to a generic product.
Arborjet submits that Rainbow’s previous efforts in persuading
at least two of its TREE-age clients to switch to a generic
product reflects Rainbow’s intent to misappropriate Arborjet’s
clients and its goodwill.
Rainbow’s argument that Arborjet presented only speculative
evidence of Rainbow’s projected sales of ArborMectin at trial is
misplaced because it focuses on the issue of lost profits, which
can be a measurable economic harm, rather than harm to goodwill
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and reputation, an injury that the First Circuit often
recognizes as irreparable harm. See Ross-Simons, 102 F.3d at 20.
Arborjet thus faces irreparable injury in the form of harm
to its goodwill and reputation if Rainbow, a former TREE-age
distributor, is not enjoined from targeting and convincing TREEage clients to replace TREE-age with a generic product.
3.
Remaining factors
Arborjet submits that it will suffer irreparable harm
without injunctive relief that far outweighs any harm that
Rainbow may suffer in the face of injunctive relief because
Rainbow has no right to sell, market or distribute a generic
version of TREE-age as a result of its lack of good faith under
the contract.
Arborjet asserts that the requested injunction is
narrowly tailored to its anticipated harm because the injunction
would prohibit only Rainbow, not Rotam or another third-party
manufacturer, from competing with Arborjet by selling, marketing
or distributing ArborMectin or any other emamectin benzoate
product manufactured by Rotam or its affiliates.
Arborjet
further avers that injunctive relief would not be adverse to the
public interest or any consumers because Rotam and other thirdparties could still sell ArborMectin and similar products.
Rainbow responds that it will suffer significant harm under
the requested injunction because
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1) its company is known for providing customers with a
full “toolbox” of options for tree treatment which
would include emamectin benzoate products,
2) Arborjet seeks to prevent it from distributing “any
emamectin benzoate product for sale to its customers
forever” which would injure Rainbow’s goodwill and
reputation and place Arborjet in a better position
than if Rainbow had not breached the covenant,
3) injunctive relief would be punitive in that it would
overcompensate Arborjet for its injuries and put it
in a better position than it would have been in
without the breach and
4) Arborjet should have anticipated that its competitors
would develop and sell generic products with the same
active ingredients as TREE-age once the patent for
those active ingredients expired.
The Court agrees with Rainbow that the balance of hardships
does not support a permanent injunction on selling, marketing or
distributing certain generic versions of TREE-age in perpetuity.
The balance of hardships does, however, support an injunction on
such activity until February, 2018, the date upon which Arborjet
estimates Rainbow could have developed and marketed a generic
product without violating the covenant in the contract.
The
Court notes that Rainbow summarily disputes Arborjet’s estimated
date of February, 2018 but offers no evidence to support its
alternate estimate of February, 2016 as the date at issue.
Rainbow contends further that the scope of the requested
injunction is too broad and should be limited to 1) 4% emamectin
benzoate formulations, rather than “all” emamectin benzoate
formulations, manufactured by Rotam, 2) clients whose first
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interaction with Rainbow involved the sale of TREE-age and not
also clients to whom Rainbow first sold other products before
selling them TREE-age and 3) Rainbow’s distribution business,
and not also to Rainbow’s service company which separately and
independently helps customers apply ArborMectin.
Rainbow
explains that its service company should not be “forced” to use
TREE-age when there is another “more efficient and less
expensive” alternative available.
Arborjet does not specifically address Rainbow’s concerns.
The Court disagrees with Rainbow.
Rainbow breached the
covenant when it failed to act in good faith under the contract
by helping Rotam develop a competitor product to TREE-age.
Arborjet will suffer injury to its goodwill and reputation if
Rainbow is allowed to solicit clients who currently use TREE-age
to switch to ArborMectin or another emamectin benzoate product,
regardless of whether they previously did other business with
Rainbow or whether the replacement product contains exactly 4%
emamectin benzoate.
If the Court excludes Rainbow’s service
company from the sweep of the injunction, the service company
could still assist clients in the application of ArborMectin
procured from Rotam or another source which would undermine the
efficacy of the necessary injunction.
Accordingly, the Court will enjoin Rainbow from selling,
marketing and/or distributing ArborMectin or any other emamectin
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benzoate product for tree injection manufactured by Rotam or its
affiliates until February, 2018.
Arborjet’s motion will
therefore be allowed, in part, and denied, in part.
III. Defendant’s motion for judgment as a matter of law or, in
the alternative, for remittitur or a new trial
Rainbow moves for judgment as a matter of law vacating the
jury award of $325,000 because the jury verdict was purportedly
internally inconsistent and unsupported by the evidence at
trial.
In the alternative, Rainbow seeks a remittitur of the
damages award to a nominal amount because the jury award was
based upon speculative evidence.
As a third option, Rainbow
requests a new trial because the jury verdict was against the
clear weight of the evidence and the jury was not specifically
instructed that it should construe an ambiguous contract against
the drafter.
A.
Legal standards
1.
Judgment as a matter of law
Judgment as a matter of law overturning a jury verdict is
warranted only if there was insufficient evidence at trial for a
reasonable jury to find in favor of the non-moving party. Fed.
R. Civ. P. 50.
The court must examine the evidence of record,
draw all reasonable inferences in favor of the prevailing party
and determine whether there is a sufficient evidentiary basis
for the verdict. Zimmerman v. Direct Fed. Credit Union, 262 F.3d
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70, 75 (1st Cir. 2001).
The court may not assess witness
credibility, resolve conflicts in testimony or weigh the
evidence.
Barkan v. Dunkin’ Donuts, Inc., 627 F.3d 34, 39 (1st
Cir. 2010).
Although a non-moving party with the burden of
proof at trial must present more than a “mere scintilla” of
evidence and cannot rely on conjecture or speculation, see id.,
the court must not disturb a jury verdict unless the evidence,
viewed in the light most favorable to the prevailing party,
“points unerringly to an opposite conclusion.” Zimmerman, 262
F.3d at 75.
2.
Remittitur of the award of damages
A jury award of damages can be remitted or reduced if, when
viewed in the light most favorable to the prevailing party, it
“exceeds any rational appraisal or estimate of the damages that
could be based upon the evidence before it.” Wortley v. Camplin,
333 F.3d 284, 297 (1st Cir. 2003).
The party seeking remittitur
bears the heavy burden of showing that the award is
grossly
excessive,
inordinate,
shocking
to
the
conscience of the court, or so high that it would be a
denial of justice to permit it to stand.
Koster v. Trans World Airlines, Inc., 181 F.3d 24, 34 (1st Cir.
1999)(citing Havinga v. Crowley Towing & Transp. Co., 24 F.3d
1480, 1484 (1st Cir. 1994)).
Remittitur is warranted only if
the award is
so grossly disproportionate to any injury established by
the evidence as to be unconscionable as a matter of law.
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Koster, 181 F.3d at 34.
An award cannot be remitted if the
court merely perceives that the award is “extremely generous” or
the damages are “considerably less.” Id.
If the court finds an award excessive, it will give the
prevailing party the choice between accepting a reduced award
and a new trial on damages, see Bisbal-Ramos v. City of
Mayaguez, 467 F.3d 16, 26 (1st Cir. 2006), unless the defects in
the award are “readily identified and measured” such that the
reduction would be “fairly mechanical and [would] not interfere
with the jury’s function,” see Kolb v. Goldring, Inc., 694 F.2d
869, 875 (1st Cir. 1982).
3.
New trial
In the alternative, a court has the discretion to order a
new trial when the jury verdict is against the clear weight of
the evidence, is based upon false evidence or would result in a
clear miscarriage of justice. Mayo v. Schooner Capital Corp.,
825 F.2d 566, 570 (1st Cir. 1987).
Although the authority of a
court to order a new trial is “broad”, the First Circuit has
“often” emphasized that
a district judge cannot displace a jury’s verdict merely
because he disagrees with it or because a contrary
verdict may have been equally . . . supportable.
Jennings v. Jones, 587 F.3d 430, 436 (1st Cir. 2009)(internal
quotation marks omitted).
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If the moving party seeks a new trial on the basis of an
omitted jury instruction, the court can set aside the verdict if
it finds that the omitted instruction 1) correctly stated the
substantive law, 2) was not substantially covered in the jury
instructions as a whole, and 3) was integral to an important
point in the case. Zimmerman, 262 F.3d at 78-79.
In doing so,
the court must keep in mind that
[j]ury instructions necessarily operate at a fairly high
level of generality. Consistent with this reality, a
judge need not ruminate about every point of evidence
nor instruct the jurors on how to weigh each bit of
testimony.
Id. at 79 (internal citations omitted).
The court need only
give jury instructions that, taken as a whole, “advert[] to the
critical issues” and set forth the general legal framework
applicable to those issues “without unduly complicating matters
or misleading the jury.” Id. at 80.
B.
Application
1.
Judgment as a matter of law
Rainbow moves for judgment as a matter of law on three
grounds.
First, it contends that there was insufficient
evidence for a reasonable jury to find a valid and binding
contract because the Sales Agency Agreement(“the Agreement”) was
signed by Rainbow, but not Arborjet, despite its “unambiguous
language . . . [and] clear requirement that it be signed” by
both parties.
Second, Rainbow asserts that the evidence does
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not support the jury finding that it “engaged in affairs
intending to replicate TREE-age” by intentionally helping Rotam
create an exact copy of TREE-age.
Third, Rainbow avers that
there was no evidence of a breach of the covenant because
1) there was no evidence that it breached the contract or that
it used a contractual right to destroy or frustrate Arborjet’s
purpose for entering into the contract and 2) Arborjet mentioned
the phrase “good faith” only once during trial and that was
during its closing argument.
Judgment as a matter of law based upon Rainbow’s first
theory of contractual invalidity is unwarranted.
The
“unambiguous language” to which Rainbow refers is located in a
paragraph at the bottom of the last page of the Agreement which
provides:
Authorization Page to be signed by Arborjet and Rainbow
Treecare Scientific Advancements for Sales Agency
Agreement beginning 8/1/2008[.]
That language is not “unambiguous.”
It is unclear, for example,
whether it required both parties to sign the Agreement itself,
rather than a separate “Authorization Page”, or whether the
phrase “to be signed” required the parties to sign the document
“before” the Agreement could bind the parties on August 1, 2008.
The Court cannot dispel the ambiguity of the “clear
requirement” as a matter of law by construing the language in
context.
The section immediately preceding the referenced
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language does not address the issue of signatures or
authorization pages and the section immediately following it
contains a signature line designated for Rainbow’s president
Thomas Prosser.
There is no corresponding signature line for an
Arborjet representative.
The Court thus cannot conclude, as a
matter of law, that the absence of both parties’ signatures on
the Agreement precludes its validation.
The Court also declines to grant judgment as a matter of
law to Rainbow with respect to its other contentions.
There is
no need to consider whether the jury had a sufficient
evidentiary basis to find that Rainbow breached the contract
provision that prohibited it from “engag[ing] in affairs
intending to replicate TREE-age.”
That is because the jury
found Rainbow liable only for breaching the implied covenant of
good faith and fair dealing, not for breach of contract.
Furthermore, Arborjet presented sufficient evidence at
trial for the jury to find a lack of good faith on Rainbow’s
part such as evidence that Rainbow 1) talked to Rotam about
developing their own emamectin benzoate product as an
alternative to TREE-age and 2) provided Rotam with the
comparative results of its efficacy testing of TREE-age and
their product when used against certain insects.
Rainbow’s
claim that Arborjet did not use the specific phrase “lack of
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good faith” in its presentation of evidence at trial is
irrelevant.
Accordingly, Rainbow’s motion for judgment as a matter of
law will be denied.
2.
Remittitur of the award of damages
In the alternative, Rainbow moves for remittitur of the
award of damages to a nominal amount because the only evidence
of damages at trial consisted of Rainbow’s own estimate that it
could sell 15,100 liters of ArborMectin over the next three
years and witness testimony that Arborjet earned $225 in profit
from each unit of TREE-age sold.
Rainbow argues that the
$325,000 award was thus 1) speculative to the extent that it was
based upon “projections of potential sales that never occurred”,
2) baseless because there was “no evidence of damages arising
[specifically] from the breach of the covenant” and
3) unsupported because, if the jury had actually relied on the
sparse evidence of damages at trial, it would have awarded
Arborjet $3,397,500 in compensatory damages for lost profits.
The Court declines to remit the jury award of damages in
this action.
The jury could have rationally concluded from
evidence of Rainbow’s projected sales of ArborMectin and
Arborjet’s gross profits on each unit of TREE-age that Arborjet
suffered $3,397,500 in lost profits as a result of Rainbow’s
lack of good faith under the contract.
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The fact that the jury
award of $325,000 is about 10% of Arborjet’s alleged gross
profit does not render it subject to remittitur.
It does not
“exceed[] any rational appraisal or estimate of the damages that
could be based upon the evidence” before the jury. See Kolb, 694
F.2d at 873 (emphasis added).
Rainbow also presents no legal
authority for its contention that evidence of projected future
sales is inherently too speculative to support a rational
estimate of lost profits.
Moreover, the fact that Rainbow
cannot readily describe the mathematical process by which the
jury reached the sum of $325,000 does not support its request to
set aside the jury’s verdict.
Remittitur is unwarranted.
Accordingly, Rainbow’s motion for remittitur will be
denied.
3.
New trial
As a third alternative, Rainbow moves for the Court to set
aside the jury verdict and order a new trial.
Rainbow
characterizes the jury verdict as against the clear weight of
the evidence because, it claims, there was no evidentiary basis
for the jury to find that 1) it breached a contract, 2) it
breached the covenant or 3) its alleged breach of the covenant
caused Arborjet damages.
Rainbow refers the Court to its
previous arguments and does not raise any new arguments to
support its request for a new trial.
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The Court declines to set aside the jury verdict as against
the clear weight of the evidence.
As discussed above, there was
sufficient evidence at trial to support the jury’s findings that
Rainbow did not act in good faith under the contract and that
its actions caused Arborjet harm.
There is no need to consider
the evidentiary basis for a jury finding that Rainbow breached
the contract because the jury found Rainbow liable only for
breach of the covenant, a finding that does not require it first
to find that Rainbow breached the contract.
Rainbow next contends that the Court failed to instruct the
jury specifically that if a contract term is ambiguous, it must
be construed against the party that drafted the term.
Rainbow
submits that it timely objected to the omission of that
instruction and that the omission was erroneous and prejudicial.
During the trial, the Court instructed the jury that, to
interpret ambiguous contract terms, it should ascertain the
intent and expectations of the parties by considering additional
evidence such as the words of the contract, the contract as a
whole, other relevant documents and the statements and actions
of the parties during negotiations.
The Court notes that 1) Rainbow timely objected to the
omission of its instruction that the jury should construe
ambiguous contract terms against the drafter and 2) the Court
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overruled its objection because its instructions sufficiently
charged the jury on ambiguity.
Specifically, Rainbow asserts that the phrase “affairs
intended to replicate [] Arborjet’s products or processes” in
the Agreement is ambiguous and could be interpreted reasonably
as applying 1) only to equipment and only to identical
replications or 2) more broadly to equipment, formulations and
non-identical replications.
Rainbow seeks a new trial on the
grounds that the omitted instruction was legally correct,
integral to an important point in the case and not otherwise
incorporated in the jury instructions.
Although the omitted instruction correctly stated the
substantive law, see Rams v. Royal Caribbean Cruise Lines, Inc.,
17 F.3d 11, 13 (1st Cir. 1994)(finding, at the summary judgment
stage, that “the contract is at the very least ambiguous and []
therefore it must be construed against the defendant” as the
party who drafted the contract), the Court finds that requiring
a new trial on the basis of such an omission is unwarranted.
The First Circuit has held that a court need not instruct the
jury on “every nuance of a party’s claim or defense” and that
its instructions are sufficient if, taken as a whole, alert the
jury to the critical issues and the law applicable to those
issues. Zimmerman, 262 F.3d at 79-80.
The Court is satisfied
that its instructions on ambiguity in this case provided the
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jury with sufficient guidance on identifying the critical issues
and the general legal principles applicable to those issues with
respect to any ambiguous terms in the Agreement.
Accordingly, Rainbow’s motion for a new trial will be
denied.
ORDER
In accordance with the foregoing,
1)
Plaintiff’s motion for a permanent injunction (Docket
No. 185) is ALLOWED, IN PART, AND DENIED, IN PART.
Defendant and those acting in concert with it are
enjoined until February, 2018 from selling,
distributing and/or marketing ArborMectin or any other
emamectin benzoate product for tree injection
manufactured by Rotam North America, Inc. (“Rotam”) or
any of Rotam’s affiliates.
2)
Defendant’s motion for judgment as a matter of law or,
in the alternative, for remittitur or a new trial
(Docket No. 193) is DENIED.
So ordered.
/s/ Nathaniel M. Gorton
Nathaniel M. Gorton
United States District Judge
Dated April 20, 2016
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