Rhee v. Sante Ventures

Filing 134

MEMORANDUM AND ORDER denying 128 Motion for Reconsideration re 126 Memorandum & Opinion, filed by Youngjoo Rhee. Plaintiff's motion for reconsideration, Dkt. No. 127, is DENIED. Plaintiff shall file a letter notifying the Court within 7 days from the date of this Memorandum and Order whether Plaintiff accepts the reduced verdict or chooses a retrial on the issue of damages. If Plaintiff files a letter accepting the reduced verdict, she shall file a proposed judgment within 7 days thereafter that reflects the reduced damages award and includes prejudgment interest in accordance with the Court's Opinion and Order. Plaintiff shall also file a letter concurrently with her proposed judgment that sets forth her prejudgment interest calculations. Defendant shall then have 7 days to file a letter raising any objections to Plaintiff's prejudgment interest calculations. The Clerk of Court is respectfully directed to close Dkt. No. 127. SO ORDERED. (Signed by Judge Lewis J. Liman on 2/5/2024) (va)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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:
YOUNGJOO RHEE,
:
:
Plaintiff,
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:
-v:
:
SHVMS, LLC, d/b/a SANTÉ VENTURES,
:
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Defendant.
:
:
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2/5/2024

21-cv-4283 (LJL)
MEMORANDUM AND
ORDER

LEWIS J. LIMAN, United States District Judge:
Plaintiff Youngjoo Rhee (“Plaintiff”) moves for reconsideration, Dkt. No. 127, of the
Court’s Opinion and Order, Dkt. No. 126, granting the motion of defendant SHVMS, LLC, d/b/a
Santé Ventures (“Defendant”) for a new trial or remittitur. For the following reasons, Plaintiff’s
motion is DENIED.
DISCUSSION
“A motion for reconsideration should be granted only if the movant identifies ‘an
intervening change of controlling law, the availability of new evidence, or the need to correct a
clear error or prevent manifest injustice.’” Spin Master Ltd. v. 158, 2020 WL 5350541, at *1
(S.D.N.Y. Sept. 4, 2020) (quoting Kolel Beth Yechiel Mechil of Tartikov, Inc. v. YLL Irrevocable
Tr., 729 F.3d 99, 104 (2d Cir. 2013)). “The standard for granting a motion for reconsideration
‘is strict, and reconsideration will generally be denied unless the moving party can point to
controlling decisions or data that the court overlooked—matters, in other words, that might
reasonably be expected to alter the conclusion reached by the Court.’” Justice v. City of New
York, 2015 WL 4523154, at *1 (E.D.N.Y. July 27, 2015) (quoting Shrader v. CSX Transp., Inc.,
70 F.3d 255, 257 (2d Cir. 1995)).

First, Plaintiff argues the Court erred in granting a new trial or remittitur because the
Jury’s damages award did not “shock the judicial conscience.” Dkt. No. 128 at 2. In its Opinion
and Order, the Court concluded that “the Jury committed two quantifiable errors” in calculating
Plaintiff’s compensatory damages, so the Court remitted the Jury’s award. Dkt. No. 126 at 19.
The Second Circuit has explained:
Where there is no particular discernable error, we have generally held that a jury’s
damage award may not be set aside as excessive unless “the award is so high as to
shock the judicial conscience and constitute a denial of justice.” Where the court
has identified a specific error, however, the court may set aside the resulting award
even if its amount does not “shock the conscience.”
Kirsch v. Fleet St., Ltd., 148 F.3d 149, 165 (2d Cir. 1998) (quoting O’Neill v. Krzeminski, 839
F.2d 9, 13 (2d Cir. 1988)); see also Torres v. Metro-N. R.R. Co., 2023 WL 4487726, at *6
(S.D.N.Y. July 12, 2023); Knox v. John Varvatos Enters. Inc., 512 F. Supp. 3d 470, 492
(S.D.N.Y. 2021); Crews v. Cnty. of Nassau, 149 F. Supp. 3d 287, 293 (E.D.N.Y. 2015) (Bianco,
J.). Because the Court identified two specific errors in the Jury’s damages calculations, the
Court was not required to apply the “shock the conscience” standard. Plaintiff’s contention that
the Court erred by failing to apply that standard is therefore unavailing.
Next, Plaintiff submits new evidence that “affirm[s] the jury’s finding” that PSERS’s
investments closed “well before Ms. Rhee was terminated by Sante.” Dkt. No. 128 at 3–4.
Specifically, she quotes from materials available on PSERS’s website which she contends show
that PSERS made a commitment to invest in both Fund III and Fund IV in January 2019. Id.; see
also id. at 4. 1 But Plaintiff’s reliance on that new evidence is misplaced. To determine whether
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The website post consists of a resolution by the PSERS’s board that PSERS “herby invests”
$150 million in Defendant’s funds—comprised of $75 million to Fund III and $75 million to
Fund IV—subject to the final terms and conditions of the investment being “satisfactory to the
Investment Office, the Office of Chief Counsel, and the Office of Executive Director, as
evidenced either by the appropriate signatures on, or by a memo to that effect appended to, the
implementing investment contract.” Dkt. No. 128 at 3.
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a “verdict was against the weight of the evidence,” Raedle v. Credit Agricole Indosuez, 670 F.3d
411, 417 (2d Cir. 2012), a court must “review the evidence adduced at trial,” DiGennaro v. WalMart Stores, Inc., 141 F.3d 1151 (table), 1998 WL 51344, at *1 (2d Cir. 1998) (emphasis added).
It would defy logic to conclude that the Jury correctly calculated a damages award based on
evidence the Jury never received. Nor does Plaintiff’s new evidence warrant reconsideration.
She emphasizes that these documents have been publicly available on PSERS’s website since
2019. Dkt. No. 128 at 3. To justify reconsideration, however, “[n]ewly discovered evidence
must not have been available prior to entry of the judgment leading to reconsideration.”
Pettiford v. City of Yonkers, 2020 WL 1989419, at *2 (S.D.N.Y. Apr. 27, 2020). Thus, as the
PSERS materials “were previously available” to Plaintiff, “[t]he documents provided by
[P]laintiff now for the first time are not new evidence justifying reconsideration.” HerreraMendoza v. Byrne, 2006 WL 3388391, at *1 (D. Conn. Nov. 21, 2006).
Plaintiff further challenges the Court’s ruling that the Offer Letter’s vesting clause was
unambiguous. Dkt. No. 128 at 4. According to Plaintiff, that clause is “obvious[ly]
ambigu[ous],” in light of a competing definition of the term “close” as the completion of a sales
presentation. Id. 2 But “[a]mbiguity does not arise merely by virtue of the fact that the parties
volunteer different definitions.” Eastman Kodak Co. v. Altek Corp., 936 F. Supp. 2d 342, 351
(S.D.N.Y. 2013) (citing L. Debenture Tr. Co. of N.Y. v. Maverick Tube Corp., 595 F.3d 458, 467
(2d Cir. 2010)); see also Brown v. Gardner, 513 U.S. 115, 118 (1994) (“Ambiguity is a creature
not of definitional possibilities but of . . . context.”). And beyond identifying competing

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Plaintiff cites one dictionary definition that defines close as “[t]o complete a deal, discussion,
negotiation, or sales presentation,” and another that, in selling, “this is the final action in a selling
presentation where a salesperson requests a buyer to order or give a commitment to buy.” Dkt.
No. 128 at 4.
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definitions, Plaintiff does not offer any affirmative argument for how her capacious reading of
closing would give meaning to the vesting clause. Moreover, when read as a whole, the bonus
provision dispels any doubt that closing refers to an investor’s binding commitment to contribute
capital. The provision states: “For example, if you are directly involved in . . . helping us close
$60MM in capital in Fund II, then your incentive compensation would be an additional $600,000
paid quarterly over three years, or $50,000 per quarter.” Plaintiff’s Ex. 1a. Under Plaintiff’s
interpretation, she would be entitled to the $600,000 incentive compensation in that example
when she helped complete a sales pitch requesting $60 million in capital, since closing would not
require that the investor made a binding commitment. But the bonus provision precludes that
reading by specifying that Plaintiff’s bonus is “1.00% of the total amount of capital directly
raised.” Id. (emphasis added). Accordingly, Plaintiff would receive the $600,000 bonus in the
provision’s example only if an investor actually invested $60 million with Defendant. The bonus
provision therefore confirms that closing refers to a commitment to contribute capital, rather than
the mere act of pitching to a potential investor. Since Plaintiff’s proposed interpretation is
contrary to the bonus provision’s text, she has not shown that the vesting clause is ambiguous.
Finally, Plaintiff reiterates a contention she made for the first time at oral argument on the
motion for remittitur—namely, that Defendant had improperly sought a setoff of her $300,000
payment without pleading setoff as a counterclaim or affirmative defense. Dkt. No. 128 at 6.
Yet the Court rejected that argument in its Opinion and Order. Dkt. No. 126 at 15 n.4. After
observing that Plaintiff had waived her setoff objection by failing to raise it in her motion papers,
the Court explained: “In any event, the doctrine of setoff permits parties to apply ‘their mutual
debts against each other.’ As Plaintiff did not incur a debt to Defendant when she received the
$300,000, the doctrine of setoff is inapplicable to that payment.” Id. (quoting Westinghouse

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Credit Corp. v. D’Urso, 278 F.3d 138, 149 (2d Cir. 2002) (quotation omitted)). Plaintiff does
not address—let alone refute—that reasoning. See Rattray v. Cadavid, 2018 WL 11222582, at
*2 (S.D.N.Y. Oct. 2, 2018) (rejecting a motion for reconsideration because “Plaintiff’s [motion]
reconsideration d[id] not address the Court’s reasoning”). Consequently, the Court will not grant
reconsideration on this ground. See Kloner v. United States, 2016 WL 5921071, at *8 (E.D.N.Y.
Oct. 11, 2016) (“A mere disagreement with the Court’s legal determination is not a valid basis
for reconsideration.” (quoting E.E.O.C. v. Bloomberg L.P., 751 F. Supp. 2d 628, 651 (S.D.N.Y.
2010))).
In sum, Plaintiff has “not established [her] entitlement to the ‘extraordinary remedy’ of
reconsideration.” Rivas v. Banks, 2024 WL 292276, at *2 (S.D.N.Y. Jan. 25, 2024) (quoting
Sigmon v. Goldman Sachs Mortg. Co., 229 F. Supp. 3d 254, 257 (S.D.N.Y. 2017)). The Court
therefore denies her motion for reconsideration.
Yet Plaintiff also requests clarification of “the issues . . . to be tried at [a] new trial,” in
the event that she foregoes a reduced verdict. Dkt. No. 128 at 8. As the Court’s Opinion and
Order explained, the new trial would be limited to “the issue of damages.” Dkt. No. 126 at 23.
Accordingly, “[a]t . . . a new trial, the jury would be bound by the prior jury’s determination[] of
liability” on her breach of contract claim, “but would then be asked, after hearing evidence, to
determine the amount” of Plaintiff’s damages from Defendant’s breach. Griffin v. Four Seasons
Resorts & Hotels, Ltd., 1999 WL 212679, at *2 (S.D.N.Y. Apr. 12, 1999). Each party would
have the opportunity to present evidence on Plaintiff’s damages to a jury, including new
evidence, so long as it is consistent with the prior Joint Pretrial Order. Dkt. No. 107. Should
either party wish to amend the Joint Pretrial Order, that party could file a motion to do so. A
“district court has broad discretion in its control and management of [a] new trial. Decisions

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respecting the admission of additional witnesses and proof [would] be guided by considerations
of fairness and justice to all parties.” White v. McDermott, 2010 WL 4876025, at *1 (D. Conn.
Nov. 19, 2010) (quoting 11 Charles A. Wright, Arthur R. Miller, et al., Federal Practice and
Procedure § 2803); see also Washington v. Kellwood Co., 2016 WL 5680374, at *2 (S.D.N.Y.
Sept. 30, 2016), aff’d, 714 F. App’x 35 (2d Cir. 2017). And, as explained above, the Court’s
prior rulings reflected its view of the evidence and argument presented to the Jury and Court at
the time. The Court did not prejudge how it would decide the issue of damages if new or
different evidence were presented. In that respect, the parties would be free to make motions in
limine regarding specific evidentiary or legal issues in advance of a new trial. But unless the
parties do so, the Court cannot anticipate how it would resolve those motions, as any such
predication would constitute an impermissible “advisory opinion on a hypothetical issue.”
Ackerman v. Columbia Broad. Sys., Inc., 301 F. Supp. 628, 634 (S.D.N.Y. 1969) (Weinfeld, J.).
CONCLUSION
Plaintiff’s motion for reconsideration, Dkt. No. 127, is DENIED. Plaintiff shall file a
letter notifying the Court within 7 days from the date of this Memorandum and Order whether
Plaintiff accepts the reduced verdict or chooses a retrial on the issue of damages.
If Plaintiff files a letter accepting the reduced verdict, she shall file a proposed judgment
within 7 days thereafter that reflects the reduced damages award and includes prejudgment
interest in accordance with the Court’s Opinion and Order. Plaintiff shall also file a letter
concurrently with her proposed judgment that sets forth her prejudgment interest calculations.
Defendant shall then have 7 days to file a letter raising any objections to Plaintiff’s prejudgment
interest calculations.

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The Clerk of Court is respectfully directed to close Dkt. No. 127.

SO ORDERED.
Dated: February 5, 2024
New York, New York

__________________________________
LEWIS J. LIMAN
United States District Judge

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