7-Eleven, Inc. v. Minhas
Filing
84
MEMORANDUM & ORDER denying 71 Motion in Limine; For the foregoing reasons, Minhas' motion in limine (Docket Entry 71) is DENIED and 7-Eleven's motion in Limine (Docket Entry 72) is GRANTED. So Ordered by Judge Joanna Seybert on 6/17/2015. C/ECF (Valle, Christine)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
---------------------------------------X
7-ELEVEN, INC.,
Plaintiff,
MEMORANDUM & ORDER
11-CV-5455(JS)(AKT)
-against–
SUNEIL MINHAS,
Defendant.
---------------------------------------X
APPEARANCES
For Plaintiff:
Stephen Sussman, Esq.
Susan V. Metcalfe, Esq.
Duane Morris LLP
1540 Broadway
New York, NY 10036
For Defendant:
Michael Einbinder, Esq.
Einbinder & Dunn, LLP
104 West 40th Street, 20th Floor
New York, NY 10018
SEYBERT, District Judge:
Plaintiff 7-Eleven, Inc. (“7-Eleven”) commenced this
action against defendant Suneil Minhas (“Minhas”) for breach of
contract and injunctive relief.
a franchise agreement.
2015.
The dispute concerns the terms of
Trial is scheduled to begin on July 6,
Two motions in limine are before the Court: (1) Defendant’s
motion to exclude certain contractual disclaimer provisions as
evidence at trial, (Docket Entry 71), and (2) Plaintiff’s motion
to exclude a draft “Termination Agreement” as evidence at trial,
(Docket Entry 72).
For the foregoing reasons, Defendant’s motion
is DENIED and Plaintiff’s motion GRANTED.
BACKGROUND
In December 2009, Minhas met with Martina Hagler, a 7Eleven
representative,
to
discuss
entering
into
a
franchise
agreement for a 7-Eleven store. (Am. Ans., Docket Entry 25, ¶ 40.)
In June 2010, Hagler provided Minhas with a franchise disclosure
document (“FDD”) and informed Minhas that he needed to prepare a
business plan before he could be considered for a franchise.
Ans. ¶¶ 41-42.)
that
total
(Am.
Minhas created a business plan which estimated
sales
for
the
first
year
of
his
store
would
be
approximately $1,700,000 and his net income would be approximately
$75,000.
(Am. Ans. ¶¶ 43-44.)
During a meeting in July 2010, Minhas discussed his
business
plan
with
Hagler
and
Rochelle
(“Oppedisano-Ganss”), a 7-Eleven Market Manager.
Oppedisano-Ganss
(Am. Ans. ¶ 45;
Joint Pre-Trial Order (“JPTO”), Docket Entry 65, at 5.)
Minhas
claims that, during the meeting, Oppedisano-Ganss told him that
“his earnings estimates were too high,” and instructed him to lower
his projected first year total sales to $1,300,000, and to lower
his projected net income to approximately $50,000.
¶¶ 46, 47.)
(Am. Ans.
Minhas asserts that neither his business plan nor
Oppedisano-Ganss’s earnings estimates were included in the FDD
filed with the State of New York. (Am. Ans. ¶ 48.)
On August 2, 2010, Minhas and 7-Eleven entered into a
Franchise Agreement for Store No. 2422-34257A, located in Old
2
Bethpage, New York (the “Store”).
¶ 7.)
(Am. Compl., Docket Entry 16,
The Franchise Agreement and certain documents executed
contemporaneously
with
the
Franchise
Agreement
contained
provisions disclaiming reliance upon prior representations made by
7-Eleven.
For example, a document called the “Disclaimer for
Business Plan” states:
I/we acknowledge that the Business Plan is
intended as an additional part of the
qualification process and the acceptance of
me/us as franchisee(s) by 7-Eleven is not to
be construed as 7-Eleven’s representation that
the sales and earnings calculations which I/we
have set forth in the sample financial
statement for the store will be achieved.
I/WE ALSO UNDERSTAND AND ACKNOWLEDGE ACTUAL
SALES ANS EARNINGS OF THE FRANCHISE BUSINESS
ARE AFFECTED BY MANY FACTORS, INCLUDING THE
FRANCHISEE’S OWN EFFORS, ABILITY AND CONTROL
OF HIS OR HER STORE, AS WELL AS FACTORS OVER
WHICH THE FRANCHISEE HAS NOT CONTROL.
I/WE
FURTHER ACKNOWLEDGE THAT 7-ELEVEN DOES NOT
REPRESENT THAT ANY PROSPECTIVE FRANCHISEE WILL
HAVE A PROFITABLE OPERATION OR ACHIEVE THE
RESULTS SET FORTH IN THE SAME FINANCIAL
STATEMENT.
I/we hereby release and hold harmless 7Eleven, its officers, directors, employees and
agents from any and all claims I/we may have
which may in any way arise out of or relate to
the preparation of the Business Plan or 7Eleven’s acceptance of the Business Plan as
part of the qualification process.
(Einbinder Decl., Docket Entry 71-2, Ex. B).
In addition, Section
31 of the Franchise Agreement, states in relevant part:
No act or omission by you or us . . . will
constitute a waiver of . . . (b) the other
3
party’s breach of this Agreement, unless it is
a waiver in writing, signed by the party to be
bound as provided in Paragraph 31(g) below
. . . .
(g) . . . You further represent and warrant
that you have not relied on and neither [7Eleven] nor any of its agents or employees
have not made any representations relating to
the Store except as expressly contained in
this Agreement, or (i) as to the future or
past income, expenses, sales volume or
potential profitability, earnings or income of
the Store or any other location, except as
provided in [the FDD] . . . .
(Einbinder Decl. Ex. E.)
The Franchise Agreement also contains the following
condition:
“all
licenses,
permits,
and
bonds
required
by
applicable laws or regulations or by [7-Eleven] for the operation
of
the
Store
obtained.”
.
.
.
must
be
available
and,
where
(Einbinder Decl., Docket Entry 74-4, Ex. B.)
possible,
7-Eleven
contends that this provision required Minhas to obtain a Beer and
Wine Products License (“Beer License”) for the Store.
Compl. ¶¶ 9.)
(Am.
When the Store opened in December 2010, however,
Plaintiff allowed Defendant to sell beer and wine using Plaintiff’s
corporate license.
Minhas then began the process to obtain a Beer
License by communicating with a liquor license facilitator. (Supp.
Metcalfe Decl., Docket Entry, 76-3, Ex. 3 at 187:23-193:15.)
But
Minhas never obtained his own Beer License and continued using 7Eleven’s corporate license.
(Metcalf Decl. Ex. 2 at 245:4-21.)
4
On October 8, 2011, Minhas received an e-mail from Tom
Kester, his Beer License facilitator.
Mr. Kester asked Minhas to
call him immediately, stating: “I heard recently that you were
actually still in possession of the store.
This surprised me as
you never followed through with the application requirements, or
responded to my contacts earlier this year.” (Supp. Metcalfe Decl.
Ex. 3 at 258:3-8.)
The next day, Minhas responded to Kester’s e-
mail: “I thought we were all in order I didn’t know there was a
problem, last time we spoke, I had given you paperwork and was
awaiting the license.
Give me a call . . . .”
Decl. Ex. 3 at 248:3-7.)
(Supp. Metcalfe
Kester replied two days later, “you may
want to rethink that response before I call you later today.”
(Supp. Metcalfe Decl. Ex. 3 at 249:15-16.)
Kester wrote to Minhas
again the next day, “[y]ou will be contacted by someone from [7Eleven] corporate about the situation soon.” (Supp. Metcalfe Decl.
Ex. 3, Depo. Ex. 29.)
On October 13, Mr. Kester wrote a letter to
Minhas enclosing a refund of his Beer License application fees.
Kester stated in the letter, “you never supplied any of the
documents we requested which were required for us to attempt to
complete
your
Beer
License
abandoning the process[.]”
30.)
application,
thereby
long
(Supp. Metcalfe Decl. Ex. 3, Depo. Ex.
During his deposition, Minhas testified that he disagreed
with Mr. Kester’s letter at the time he received it.
Metcalfe Decl. Ex. 3 at 253:5-254:3.)
5
ago
(Supp.
On Friday, October 14, 2011, Minhas attended a meeting
with 7-Eleven’s Rochelle Oppedisano-Ganss.
(Metcalfe Decl. Ex. 3
at
Ms.
253:5-254:3.)
During
that
meeting,
Oppedisano-Ganss
explained that Minhas failed to obtain his Beer License as agreed.
(Supp. Metcalfe Decl. Ex. 3 at 256:9-10.)
Minhas told her:
There must be a mistake. I said, I told Tom
[Kester], I thought that Tom was handling it,
and all the paperwork was in order and I was
just waiting for my license. I said, please
don’t do this, let me get my license, why can’t
I get my license now.
(Supp. Metcalfe Decl. Ex. 3 at 256:12-17.)
Ms. Oppedisano-Ganss
also presented Minhas with a document titled “Buyout and Franchise
Termination Agreement” (the “Termination Agreement”).
Decl. Ex. 3 at 256:1-6.)
(Metcalfe
Under the terms of the Termination
Agreement, 7-Eleven offered to refund Minhas’ $362,900 franchise
fee
in
exchange
for
Minhas’
agreement
to
(Metcalfe Decl., Docket Entry 72-4, Ex. B.)
vacate
the
store.
The Termination
Agreement contained the following language concerning Minhas’
obligation to obtain a beer license:
Franchisee has failed to obtain the Beer and
Wine License for the Store because Franchisee
has been selling beer and wine under our
corporate license, which is contrary to New
York law, Franchisee is now currently unable
to obtain such License and the continuing sale
of beer and wine under our corporate License
at the Store puts Franchisee at risk of
significant civil penalty and would likely
prohibit Franchisee from acquiring a beer and
wine license in the future[.]
6
(Metcalfe Decl. Ex. B at 1.)
included
a
confidentiality
The Termination Agreement also
provision
that
referred
to
the
Termination Agreement as a “Settlement Agreement.”1 (Metcalfe Decl.
Ex. B ¶ 12.)
Minhas refused to sign the Termination Agreement and
continued in possession of the Store.
In this action, 7-Eleven
seeks possession of the Store, based upon a determination either
that the Franchise Agreement never took effect or, alternatively,
that Minhas breached the agreement by failing to apply for and
obtain a liquor license.
(See JPTO at 4.)
Minhas asserts various
counterclaims against 7-Eleven, including allegations that 7Eleven violated Sections 683 and 687 of the New York Franchise Act
(the “Franchise Act” or “the Act”), codified within the New York
1
The full text of the confidentiality provision provides that:
[t]he terms and conditions of this Agreement
are private and confidential, and Franchisee
and 7-Eleven shall not reveal the terms and
conditions to any third party, except pursuant
to court order or valid directive from a
government agency.
The parties hereto
acknowledge the importance of not revealing
any of the terms and conditions of this
Settlement Agreement to any third parties, and
acknowledge
their
reliance
on
the
representations contained herein as a material
part of this Agreement.
(Metcalfe Decl. Ex. B, ¶ 12.)
7
General Business Law (“GBL”).
(See Am. Ans., Docket Entry 25,
¶¶ 58-95.)
DISCUSSION
I.
Minhas’ Motion in Limine
Minhas
asserts,
among
other
claims,
that
he
was
defrauded into entering into the Franchise Agreement in violation
of GBL § 687 because 7-Eleven provided earnings estimates that
“contained false and misleading” information that he relied upon.
(Am. Ans. at ¶ 92.)
He now seeks to preclude 7-Eleven from using
the Disclaimer Provisions contained in the documents he signed as
evidence at trial.
In support, Minhas argues that under the New
York Franchise Sales Act (“FSA”), the Disclaimer Provisions are
“unlawful” and therefore the Court should find that they are
“irrelevant” under Federal Rule of Evidence 401. (Def.’s Br. Supp.
Mot. to Exclude Disclaimers, Docket Entry 71, at 1.)
Plaintiff
argues, inter alia, that because reliance is an element of Minhas’
GBL § 687 fraud claim, the jury should consider the Disclaimer
Provisions as evidence tending to disprove that Minhas’ relied on
7-Eleven’s pre-contractual representations.
(See Pl.’s Opp. Br.
to Exclude Disclaimers, Docket Entry 73, at 6.)
Under
the
Franchise
Act,
franchisors
must
provide
prospective franchisees with an “offering prospectus” containing
“[a]ny
representation
of
estimated
or
projected
franchisee
earnings or income, together with a statement setting forth the
8
data,
methods
and
computations
projection is based.”
upon
GBL § 683.
which
such
estimate
or
The anti-fraud provisions of
the Act also make it unlawful to [m]ake any untrue statement of a
material fact or omit to state a material fact necessary . . . to
make the statements made . . . not misleading.
GBL § 687(2)(b).
Further the Franchise Act contains two provisions prohibiting
franchisee from waiving rights under the Act.
First, the act
states that “[a]ny condition, stipulation, or provision purporting
to bind any person acquiring any franchise to waive compliance
with any provision of this law, or rule promulgated hereunder,
shall be void. GBL § 687(4).
unlawful
to
require
a
Second, the Act states that “[i]t is
franchisee
to
assent
to
a
release,
assignment, novation, waiver or estoppel which would relieve a
person from any duty or liability imposed by this article.”
GBL
§ 687(5).
Three recent cases specifically discuss the effect of
disclaimer provisions within this statutory scheme.
In Emfore
Corp. v. Blimpie Associates, Ltd., 51 A.D.3d 434, 435, 860 N.Y.S.2d
12,
14
(1st
Dep’t
questionnaire
that
2008),
he
a
did
franchisee
not
rely
representations made by the franchisor.
860 N.Y.S.2d at 12.
represented
on
within
a
pre-contractual
Emfore, 51 A.D.3d at 435,
The franchisor argued that the franchisee’s
fraud claim was barred by answers the franchisee gave in the
questionnaire.
Id.
The court rejected the argument, however, and
9
held that the waiver the franchisee signed was “barred by the
Franchise Act” and factual questions remained regarding the extent
of
the
franchisee’s
representations. Id.
reliance
upon
the
Franchisor’s
Similarly, in Solanki v. 7-Eleven, No. 12-
CV-0027, 2014 WL 320236, at *5 (S.D.N.Y. Jan. 29, 2014) the court
held that a waiver provision was void based on GBL § 687.
Solanki,
a
franchisee
alleged
that
a
franchisor
In
fraudulently
induced him to enter into the franchise agreement by providing
sales projections that never came to fruition.
Id. at *3.
The
Franchisor moved for summary judgment arguing, that the franchisee
could not prove fraud as a matter of law because the franchisee
disclaimed reliance on the projections in writing.
The
court
rejected
Department’s
this
decision
argument
in
and,
relying
Emfore,
held
that
on
“any
Id. at *5.
the
First
disclaimers
reviewed, acknowledged or signed by [the Franchisee could not] bar
his claims.”
Id.
Conversely, in Governara v. 7-Eleven, No. 13-CV-6094,
2014 WL 4476534 (S.D.N.Y. Aug. 20, 2014), Judge Loretta A. Preska
decided that a disclaimer provision completely barred a fraud claim
brought pursuant to GBL § 687.
*7.
See Governara, 2014 WL 4476534, at
There, a franchisee claimed that a 7-Eleven representative
defrauded him by making pre-contractual sales projections that the
franchisee relied upon.
Governara, 2014 WL 4476534, at *1.
But
the court dismissed the franchisee’s GBL § 687 fraud claim,
10
reasoning that the franchisee “specifically disclaim[ed] reliance
upon [7-Eleven’s representations].”
Id. at *5.
Judge Preska
relied upon the New York Court of Appeals’ seminal case, Danann
Realty Corp. v. Harris, 5 N.Y.2d 317, 321, 157 N.E.2d 597, 602
(1959), which reiterated the common law contract principle that
“parties who specifically disclaim reliance upon a particular
representation cannot subsequently claim reasonable reliance upon
it.”
Governara, 2014 WL 4476534, at *5.
The court also rejected
the idea that the Franchise Act changes the common law rule for
fraud claims brought pursuant to the Franchise Act.
The court
reasoned
not
that
“[b]ecause
the
[Franchise
Act]
does
give
franchisees the statutory right to purchase a franchise while
relying on verbal representations outside of a written contract,
the Agreement’s non-reliance disclaimer is not proscribed per se
by the [Franchise Act].”
Id. at *6 (emphasis in original).
Here, Minhas claims that he was defrauded into entering
into a franchise agreement with 7-Eleven because 7-Eleven provided
Minhas with false or misleading sales projections that he relied
on.
One of the express policies of the Franchise Act is to
“prohibit the sale of franchises where such sale would lead to
fraud or a likelihood that the franchisor’s promises would not be
fulfilled.”
GBL § 680.
To that end, the Franchise Act explicitly
states that “[i]t is unlawful to require a franchisee to assent to
a release, assignment, novation, waiver or estoppel which would
11
relieve a person from any duty or liability imposed by this
article” and that “[a]ny condition, stipulation, or provision
purporting to bind any person acquiring any franchise to waive
compliance with any provision of this law, or rule promulgated
hereunder, shall be void.” GBL § 687(4), (5).
Thus, GBL § 687(4)
and (5) depart from the common law rule that parties who disclaim
reliance
upon
subsequently
an
rely
oral
upon
representation
it.
Since
in
Minhas’
writing
fraud
cannot
claims
are
specifically brought pursuant to the anti-fraud provisions in the
Franchise Act, they are not barred by the Disclaimer Provisions he
signed.
See Emfore, 51 A.D.3d at 435, 60 N.Y.S.2d at 14; Solanki,
2014 WL 320236, at *5. However, whether Minhas relied upon 7Eleven pre-contractual representations is still an element fraud
that he must prove to the jury by a preponderance of the evidence.
Schlaifer Nance & Co. v. Estate of Warhol, 119 F.3d 91, 98 (2d
Cir. 1997) (“The question of what constitutes reasonable reliance
is
always
nettlesome
because
it
is
so
fact-intensive.”).
Therefore, the Disclaimer Provisions--just like the rest of the
contract documents Minhas signed--are relevant to determining
whether
Minhas
representations.
relied
upon
7-Eleven’s
allegedly
fraudulent
Given that the Disclaimer Provisions are part of
legal documents that jurors may not be familiar with, however, the
parties
may
submit
proposed
jury
12
instructions
clarifying
the
relevance of the Disclaimer Provisions to Minhas’ fraud claim.
Defendant’s motion in limine is therefore DENIED.
II.
7-Eleven’s Motion in Limine
7-Eleven moves to exclude the Termination Agreement that
it presented to Minhas on October 14, 2011.
Plaintiff argues that
admitting the Termination Agreement as evidence at trial would
violate Federal Rule of Evidence 408 because the Termination
Agreement was a settlement offer. (Pl.’s Br. Supp. Mot. to Exclude
Termination Agreement, Docket Entry 72-3, at 4.)
Defendant argues
in opposition that: (1) the Termination Agreement was not a
settlement offer, and (2) even if it was settlement offer, Minhas
use of the document is permissible under Rule 408 because Minhas
seeks to use the document to establish that certain admissions of
fact
were
made.
(See
Def.’s
Opp.
Br.
to
Mot.
Termination Agreement, Docket Entry 74-2, at 4.)
to
Exclude
Specifically,
Minhas seeks to use the Termination agreement to establish: (1)
that Minhas was selling beer and wine under 7-Eleven’s corporate
license, (2) that doing so was contrary to New York law, and (3)
that Minhas is now unable to obtain a beer license.
(Def.’s Opp.
Br. to Motion to Exclude Termination Agreement at 4.)
A. Whether the Agreement Falls under Rule 408
Plaintiff
claims
that
admitting
the
Termination
Agreement into evidence would violate Federal Rule of Evidence 408
because it was an offer to settle the parties’ dispute.
13
(Pl.’s
Br. Supp. Mot. to Exclude Settlement Agreement at 4.)
disagrees
and
communication.
claims
that
the
document
was
Defendant
a
business
(Def.’s Opp. Br. Motion to Exclude Termination
Agreement at 3-4.) Federal Rule of Evidence 408 states in relevant
part, “conduct or a statement made during compromise negotiations
about the claim” is not admissible “to prove or disprove the
validity or amount of the dispute claim or to impeach a prior
inconsistent statement or a contradiction.”
FED. R. EVID. 408.
“All that is needed for Rule 408 to apply is an actual dispute, or
at least an apparent difference of opinion between the parties as
to the validity of a claim.”
Alpex Computer Corp. v. Nintendo
Co., 770 F. Supp. 161, 162 (S.D.N.Y. 1991).
Computer,
the
court
excluded
letters
For example, in Alpex
the
plaintiff
sent
to
companies that put them on notice of a potential patent dispute
and offered to settle the dispute.
explained
that
“[b]y
offering
to
Id. at 163-65.
settle
what
it
The court
viewed
as
meritorious infringement claims, [the plaintiff] hoped to avoid
litigation,”
and
thus
its
decision
underlying policy of the rule.
was
“consistent
Id. at 163.
with
the
But see Big O Tire
Dealers, Inc. v. Goodyear Tire & Rubber Co., 561 F.2d 1365, 1372
(10th Cir. 1977) (holding that it was not an abuse of discretion
to admit into evidence business communications between the parties
concerning the permissible use of a trademark that took place
before litigation commenced).
Here, the Termination Agreement
14
falls within the protection of Federal Rule of Evidence 408 because
it was an offer to settle a dispute. A dispute “need not crystalize
to the point of threatened litigation for the 408 exclusion to
apply.”
Weems v. Tyson Foods, Inc., 665 F.3d 958 (8th Cir. 2011).
Before Minhas was presented with the Termination Agreement, emails
and testimony show that Minhas knew or should have known there was
a problem with his Beer License.
Moreover, Oppedisano-Ganss told
Minhas during their October 14, 2011 meeting that he had failed to
obtain his Beer License as agreed.
The Termination Agreement also
contains a confidentiality provision that specifically refers to
the agreement as a “Settlement Agreement.”
Thus, Minhas was on
notice that the Termination Agreement was presented as an offer to
settle the parties’ dispute; through its terms, Minhas could
receive a refund of his license fee and, in exchange, he would
vacate the store.
Just because Minhas viewed the terms of the
Termination Agreement as unfair does not change the fact that it
was an offer to settle.
Therefore, the Termination Agreement was
a settlement offer within the meaning of Rule 408.
B.
Whether the Termination Agreement is Admissible for
Another Purpose
Minhas argues that even if the Termination Agreement
falls within the Rule 408, he should be allowed to use the document
at trial because it contains admissions of fact.
(Def.’s Opp. Br.
to Mot. to Exclude Settlement Agreement at 4-5.).
15
In response,
Plaintiff argues that Defendant seeks to use statements within the
Termination Agreement to prove that 7-Eleven breached the covenant
of good faith and fair dealing in violation of Rule 408.
(Pl.’s
Reply Supp. Mot. to Exclude Settlement Agreement at 5.)
In
furtherance
of
the
public
policy
of
encouraging
settlements and avoiding wasteful litigation, Rule 408 bars the
admission of most evidence of offers of compromise and settlement.
Trebor Sportswear Co. v. The Ltd. Stores, Inc., 865 F.2d 506, 510
(2d Cir. 1989).
However, this bar is not absolute. “Evidence of
an offer to compromise, though otherwise barred by Rule 408, can
fall outside the Rule if it is offered for ‘another purpose,’ i.e.,
for a purpose other than to prove or disprove the validity of the
claims that the offers were meant to settle.” Id.
For example, in
PRL USA Holdings, Inc. v. U.S. Polo Ass’n, Inc., 520 F.3d 109, 114
(2d Cir. 2008), the court allowed the defendant in a trademark
infringement suit to introduce evidence that, during settlement
discussions, the plaintiff gave the defendant permission to use
the trademark at issue.
Id. There, the defendant sought to
introduce the evidence to establish its estoppel defense to the
plaintiff’s infringement claim.
allowing
the
settlement
Id.
negotiations
The court reasoned that
into
evidence
for
that
limited purpose was permissible because the evidence was being
used to prove an affirmative defense rather than a “primary claim.”
Id. At 114.
In Trebor Sportswear, 865 F.2d 506, 510 (2d Cir.
16
1989), however, the court held that a letter intended to settle a
breach of contract dispute could not be used by the plaintiff to
show that the writing requirement of the statue of frauds had been
met.
Trebor Sportswear, 865 F.2d at 506.
There, the court
explained that “satisfying the statute of frauds was the necessary
first step to proving, ultimately, the validity of their claims of
breach of contract.”
Id.
Here, Minhas’ use of statements made in the Termination
Agreement
is
not
permissible.
Although
Minhas
claims
the
Termination Agreement will only be used to show 7-Eleven made
“factual admissions,” the statements in the Termination Agreement
that 7-Eleven’s corporate license was “illegal” and that Minhas
could not obtain a liquor license in the future are disputed legal
conclusions, not factual admissions.
Moreover, Minhas intends to
use these statements to show that 7-Eleven breached its duty of
good faith and fair dealing, one of Minhas’ affirmative claims.
Cf. PRL USA Holdings, Inc. 520 F.3d at 114.
Minhas thus cannot
use statements made in the Termination Agreement as evidence at
trial.
7-Eleven’s motion in limine is therefore GRANTED.
17
CONCLUSION
For the Foregoing reasons, Minhas’ motion in limine
(Docket Entry 71) is DENIED and 7-Eleven’s motion in Limine (Docket
Entry 72) is GRANTED.
SO ORDERED.
/s/JOANNA SEYBERT_____________
Joanna Seybert, U.S.D.J.
Dated:
June _17_, 2015
Central Islip, NY
18
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