CESSNA et al v. REA ENERGY COOPERATIVE, INC.

Filing 52

MEMORANDUM OPINION AND ORDER denying 48 Motion for Reconsideration, and as more fully stated in said Memorandum Opinion and Order. Signed by Judge Kim R. Gibson on 2/9/2018. (dlg)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
LEONARD CESSNA, on behalf of himself
and all others similarly situated, and
GEORGE WORK, on behalf of himself and
all others similarly situated,

)

Case No. 3:16-cv-42

)
)

JUDGE KIM R. GIBSON

)

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Plaintiffs,

)

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v.

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REA ENERGY COOPERATIVE, INC.,

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Defendant.

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MEMORANDUM OPINION
I.

Introduction
Before the Court is Plaintiffs' Motion for Reconsideration of this Court's June 27, 2017

Order Granting Defendant's Motion to Dismiss and, Alternatively, for Extension of Time to File
Amended Complaint ("Motion for Reconsideration"). 1 (ECF No. 48.) This Motion has been
fully briefed (see ECF Nos. 49, 51) and is ripe for disposition.
For the reasons that follow, Plaintiffs' Motion is DENIED.
II.

Relevant Background2
REA Energy Cooperative, Inc. ("REA") is an electric cooperative of which Plaintiffs are

current and former members. See Cessna v. REA Energy Coop., Inc., 258 F. Supp. 3d 566, 571
The Court separately addressed the portion of Plaintiffs' Motion asking for an extension of time to file
an amended complaint by Order of July 5, 2017. (ECF No. 50.)
2 This Court has previously provided a detailed account of this case's procedural and factual background
in prior memorandum opinions. See Cessna v. REA Energy Coop., Inc., 258 F. Supp. 3d 566 (W.D. Pa. 2017);
Cessna v. REA Energy Coop., Inc., Civil Action No. 3:16-42, 2016 WL 3963217 (W.D. Pa. 2016). Thus, due to
the parties' familiarity with this case and this Court's prior coverage of this case's background, the Court
now covers only that procedural and factual background relevant to Plaintiff's Motion for
Reconsideration.
1

(W.D. Pa. 2017). REA is and was Plaintiffs' electricity supplier. Id. Plaintiffs, who are seeking
to represent a class of REA members, alleged in their Complaint (ECF No. 1-1) that REA is
improperly withholding revenues in excess of its operating costs and is legally obligated to
disgorge these excess revenues to its members. Cessna, 258 F. Supp. 3d at 571.
Plaintiff's Complaint is organized into six counts: (1) a claim under Pennsylvania's
Unfair Trade Practices and Consumer Protection Law ("UTPCPL"), (2) a claim for the breach of
the covenant of good faith and fair dealing, (3) a claim for breach of contract, (4) a claim for
unjust enrichment, (5) a request for declaratory and injunctive relief, and (6) a claim for breach
of fiduciary duty of an agent or trustee. (ECF No. 1-1<j[<j[44-92.)

On June 27, 2017, this Court published a 46-page Memorandum Opinion and
accompanying Order granting REA' s Motion to Dismiss.

See id.; ECF No. 47.

This

Memorandum Opinion and Order dismissed all counts of the Complaint, but granted Plaintiffs
leave to amend their Complaint with respect to their claim under the UTPCPL and their breach
of contract claim. Id. at 596.
Plaintiffs now asks this Court to reconsider its dismissal of the breach of contract claim.

(See ECF Nos. 48, 49.)
III.

Legal Standard
"A motion for reconsideration is a limited vehicle used 'to correct manifest errors of law

or fact or to present newly discovered evidence."' Jackson v. City of Philadelphia, 535 F. App'x 64,
69 (3d Cir. 2013) (quoting Max's Seafood Cafe ex rel. Lou-Ann, Inc. v. Quinteros, 176 F.3d 669, 677
(3d Cir.1999)).

"Accordingly, a judgment may be altered or amended if the party seeking

reconsideration shows at least one of the following grounds: (1) an intervening change in the
2

controlling law; (2) the availability of new evidence that was not available when the court
granted the motion for summary judgment; or (3) the need to correct a clear error of law or fact
or to prevent manifest injustice." U.S. ex rel. Schumann v. Astrazeneca Pharm. L.P., 769 F.3d 837,
848-49 (3d Cir. 2014) (quoting Max's Seafood

C~fe,

176 F.3d at 677) (internal quotation marks

omitted).
"Motions for reconsideration are not designed to provide litigants with a 'second bite at
the apple."' Cole's Wexford Hotel, Inc. v. UPMC & Highmark Inc., No. CV 10-1609, 2017 WL
432947, at *2 (W.D. Pa. Feb. 1, 2017) (quoting Bhatnagar v. Surrendra Overseas Ltd., 52 F.3d 1220,
1231 (3d Cir. 1995)). "A motion for reconsideration is not to be used to relitigate, or 'rehash,'
issues the court already decided, or to ask a district court to rethink a decision it, rightly or
wrongly, already made."

Cole's We>..ford Hotel, WL 432947, at *2 (citing Williams v. City of

Pittsburgh, 32 F.Supp.2d 236, 238 (W.D. Pa. 1998)). "By reason of the interest in finality, at least
at the district court level, motions for reconsideration should be sparingly granted." Cole's

Wexford Hotel, WL 432947, at *l.
IV.

Discussion
Plaintiffs ask this Court to reconsider its Memorandum Opinion and Order of June 27,

2017 as it pertains to Plaintiffs' breach of contract claim. (ECF No. 49 at 2.) Plaintiffs offer three
reasons in favor of reconsideration: (1) "to correct a clear error of law or fact and to prevent
manifest injustice because the Court, in making its finding that Plaintiffs failed to plead a
plausible breach of contract, inadvertently relied upon language from the first paragraph of
Article VIII, Section 2 which relates to the creation and accounting for of Patronage Capital and
not to its return"; (2) "Defendant REA contracted to abide by cooperative principles in its By3

Laws and its failure to do so amounts to breach of contract"; (3) "the contract is ambiguous as
there is more than one reasonable interpretation of the relevant language." (Id.)
All of Plaintiffs arguments fall under the third ground upon which a motion for
reconsideration can be granted, i.e., "the need to correct a clear error of law or fact or to prevent
manifest injustice." Astrazeneca, 769 F.3d at 848-49 (3d Cir. 2014) (quoting Max's Seafood, 176
F.3d at 677). This Court is not persuaded by any of Plaintiffs' three arguments because it finds
no error of law or fact or the need to prevent manifest injustice.
First, Plaintiffs' argue that this Court "inadvertently relied" upon the first paragraph of
Article VIII, Section 2 (relating to the creation and accounting for of Patronage Capital), instead
of the second paragraph of Article VIII, Section 2 (relating to return of Patronage Capital). (See
ECF No. 49 at 4-8.) The Court disagrees, finding that it properly read Article VIII, Section 2 in
its entirety and amply explained its reasons for doing so in its prior Memorandum Opinion. See

Cessna, 258 F. Supp. 3d at 587-91.
This Court previously rejected Plaintiffs' arguments regarding the proper interpretation
of Article VIII, Section 2 and will not "rehash" that decision here. See Cole's Wexford Hotel, WL
432947, at *2 (citing Williams, 32 F.Supp.2d at 238). As this Court previously stated, the first
paragraph of Article VIII, Section 2 establishes the Board's authority to decide on the form in
which excess revenues will be returned and also sets forth the agreement of REA and its
members that "capital credits are deemed funds that have already been returned to Plaintiffs
and then paid back to REA." Cessna, 258 F. Supp. 3d at 590. The Court disagrees with Plaintiffs'
piecemeal interpretation of the first paragraph of Article VIII, Section 2 and does not view its
consideration of the contract as a whole to be clear error causing manifest injustice to Plaintiffs.
4

Plaintiffs may disagree with this Court's interpretation of Article VIII, Section 2 or this Court's
conclusion that the Bylaws, read as a whole, are consistent with the relevant Pennsylvania
statutes. However, Plaintiffs' difference in opinion does not warrant the reconsideration of this
Court's prior Opinion.
Second, Plaintiffs argue that REA is contractually obligated by the "Principles of
Cooperative Enterprises" and that REA's failure to comply with these "Principles" amounts to a
breach of contract.

(ECF No. 49 at 8-9.)

This argument likewise provides no basis for

reconsideration.
This Court's prior Opinion specifically addressed the Principles of Cooperative
Enterprises, and, because a motion for reconsideration does not provide Plaintiffs with a
"second bite at the apple," the Court will not further entertain Plaintiffs' attempts to relitigate
this matter. Cole's Wexford Hotel, 2017 WL 432947, at *2 (quoting Bhatnagar, 52 F.3d at 1231).
Plaintiffs now offer some additional arguments, but this Court finds no clear error or manifest
injustice in its prior holding that the "Principles" offer no basis for Plaintiffs' breach of contract
claim. Cessna, 258 F. Supp. 3d at 590.
In addition to those reasons previously provided, this Court notes that, based on the
allegations of the Complaint and the arguments of the parties, this Court is not persuaded that
the "Principles" were effectively incorporated into the Bylaws by reference, that the more
specific terms of the Bylaws would not supersede the general provisions of the "Principles"
even were they properly incorporated into the Bylaws, or that the "Principles" were breached.
Thus, Plaintiffs' second argument for reconsideration is unavailing.

5

Third, Plaintiffs argue that the Bylaws are ambiguous, therein justifying an
interpretation of the Bylaws against REA as the drafter of the Bylaws. (ECF No. 49 at 10-11.)
This final argument is improper in a motion for reconsideration and, regardless, is
unpersuasive.
Motions for reconsideration "should not be used to advance additional arguments
which could have been made by the movant sooner." Am. Beverage Corp., v. Diageo N. Am., Inc.,
Civil Action No. 12-601, 2013 WL 4010825, at *1 (W.D. Pa. Aug. 6, 2013) (citing Reich v. Compton,
834 F. Supp. 753, 755 (E.D. Pa. 1993), aff'd in part, rev'd in part, 57 F.3d 270 (3d Cir. 1995)). Yet,
Plaintiffs assert that the Bylaws are ambiguous for the first time in their brief accompanying
their Motion for Reconsideration. Thus, this argument is not properly raised.
Even were the purported ambiguity of the Bylaws properly raised, this Court's prior
Opinion interpreted the Bylaws and did not find them ambiguous.

Plaintiffs' mere

disagreement with this Court's prior decision does not form a proper ground for
reconsideration. Furthermore, this Court finds no clear error in law or fact in its prior decision.
Therefore, Plaintiffs' request for reconsideration is denied.

V.

Conclusion
For the reasons stated above, this Court DENIES Plaintiffs' Motion for Reconsideration.

(ECF No. 48.)
An appropriate order follows.

6

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
LEONARD CESSNA, on behalf of himself
and all others similarly situated, and
GEORGE WORK, on behalf of himself and
all others similarly situated,

)
)
)
)

Case No. 3:16-cv-42
JUDGE KIM R. GIBSON

)

Plaintiffs,

)
)

v.

)
)

REA ENERGY COOPERATIVE, INC.,

)
)

Defendant.

)
ORDER

NOW, this 9th day of February 2018, upon consideration of Plaintiffs' Motion for
Reconsideration (ECF No. 48), and in accordance with the accompanying memorandum
opinion, IT IS HEREBY ORDERED that Plaintiffs' Motion for Reconsideration is DENIED.

BY THE COURT:

KIM R. GIBSON
UNITED STATES DISTRICT JUDGE