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Devon Robotics, LLC v. Itochu International, Inc.

United States District Court, Third Circuit

September 30, 2013

DEVON ROBOTICS, LLC, et al., Plaintiffs,
v.
ITOCHU INTERNATIONAL, INC., et al. Defendants.

MEMORANDUM & ORDER

CURTIS JOYNER, J.

Before this Court are Defendants’ Motion to Amend/Correct the Judgment (Doc. No. 169), Plaintiffs’ Response in Opposition thereto (Doc. No. 178), Defendants’ Reply in further support thereof (Doc. No. 180), the Supplemental Briefs of Defendants (Doc. No. 186) and Plaintiffs (Doc. No. 187), and Defendants’ Reply to Plaintiff’s Supplemental Brief (Doc. No. 188). Additionally, before the Court are Plaintiffs’ Motion to Amend Judgment (Doc. No. 170) and Defendants’ Response thereto (Doc. No. 177). For the reasons set forth in this Memorandum, the Court hereby ORDERS as follows:

1. Plaintiffs’ Motion to Amend Judgment (Doc. No. 170) is GRANTED as unopposed. It is hereby ORDERED that the ordering paragraph of the civil judgment entered on June 10, 2013 in Civil Case No. 2:09-cv-01819 (Docket No. 160) is amended as follows: “IT IS ORDERED that Judgment be and the same is entered in favor of Medsurg Specialty Devices, Inc. and against Devon Robotics, LLC in the amount of $726, 510.”

2. Prejudgment interest is hereby awarded to Medsurg Specialty Devices, Inc. in Civil Case No. 2:09-cv-01819 in the amount of 6% per annum, or $206, 363.91.[1]

3. It is FURTHER ORDERED that JUDGMENT be and the same is hereby entered[2] in Civil Case No. 2:09-cv-04123 in favor of Plaintiffs and against Defendants in the following amounts: (1) $4, 000, 000.00 plus $1, 973, 110.90 in accrued interest as against Devon Robotics LLC; (2) $5, 000, 000.00 plus $1, 824, 444.20 in accrued interest jointly and severally as against Devon Robotics, LLC, Devon Health Services, Inc., and John A. Bennett, M.D..

4. Reasonable attorneys’ fees in the amount of $561, 367.71, as well as costs in the amount of $65, 834.32, are awarded to Defendant ITOCHU International, Inc., jointly and severally as against Devon Robotics, LLC, Devon Health Services, Inc., and John A. Bennett, M.D. under the terms of the loan and Guaranty in Civil Case No. 2:09-cv-04123. Plaintiffs’ request for oral argument on the same is DENIED.

It is further ORDERED that this Judgment is and shall be the final disposition of all claims and counterclaims in Civil Actions Nos. 2:09-cv-01819 and 2:09-cv-04123.

II. BACKGROUND

The facts of this case are well known to the parties and the Court. Therefore, the Court will only discuss facts relevant to this motion.

In April 2009, ITOCHU International Inc. (“ITOCHU”) filed Civil Case No. 09-3705 against Devon Robotics, LLC (“Devon”) in the Southern District of New York. ITOCHU sought “compensation for Devon’s breach of contract in connection with a $4 million Line of Credit and a $5 million Letter of Credit provided by ITOCHU.” Case No. 09-3705 (S.D.N.Y.), (Complaint at 1)(Doc. No. 1). The case was transferred, as Case No. 09-4123, to this Court in June 2009.

Also in April 2009, Devon filed Civil Case No. 09-1819 against ITOCHU in this Court, alleging tort and contractual claims against ITOCHU.

The two cases were consolidated under Case No. 09-1819 in December 2009. In August 2012, this Court granted Summary Judgment (Case No. 09-1819, Doc. No. 97) to ITOCHU on its breach of contract claims under the Loan and Security Agreement (“LSA” or “loan”) and Guaranty Agreement (“Guaranty”). The Court held that Devon was obligated to repay the $4 million loan, any outstanding portion of the $300, 000 down payment, as well as $5 million under the Guaranty agreement, to ITOCHU. The Court subsequently awarded interest and attorneys’ fees to Plaintiffs pursuant to the contracts in question, but deferred calculation of the fees until such time as the judgment in Case No. 09-4123 was final (Case No. 09-1819, Doc. No. 103).

After consolidation and partial summary judgment, the remaining breach of contract claim in Case No. 09-1819 was tried before a jury. The jury rendered a verdict on June 7, 2013, and awarded damages in the amount of $726, 510, for Defendant Medsurg Specialty Devices, Inc. (“Medsurg”) and against Plaintiff Devon.

On June 21, 2013, Defendants Itochu and Medsurg filed the instant Motion to Amend/Correct the Judgment, which requests amendments relating to the jury verdict as well as the loan and Guaranty judgment.

III. STANDARD OF REVIEW

Under FRCP 59, a “motion to alter or amend a judgment must be filed no later than 28 days after the entry of the judgment.” Fed.R.Civ.P. 59. “A proper Rule 59(e) motion . . . must rely on one of three grounds: (1) an intervening change in controlling law; (2) the availability of new evidence; or (3) the need to correct clear error of law or prevent manifest injustice.” Lazaridis v. Wehmer, 591 F.3d 666, 669 (3d Cir. 2010)(citing N. River Ins. Co. v. CIGNA Reinsurance Co., 52 F.3d 1194, 1218 (3d. Cir. 1995)). Defendants have properly made their arguments under Rule 59(e), as opposed to Rule 54. Rule 59 encompasses the request for prejudgment interest, Rosen v. Rucker, 905 F.2d 702, 705 (3d Cir. 1990)(citing Osterneck v. Ernst & Whinney, 489 U.S. 169, 175 (1989)), as well as the request for contractual attorneys’ fees and costs. Fed.R.Civ.P. 54 Advisory Committee’s note (1993 Amendments) (Rule 54 “does not . . . apply to fees recoverable as an element of damages, as when sought under the terms of a contract.”)

IV. DISCUSSION

The Court will proceed first by examining ITOCHU’s request for prejudgment interest on the damages awarded by the jury in Case No. 09-1819. The Court will then examine ITOCHU’s request for interest accrued on the loan and Guaranty in Case No. 09-4123, and finally address the multiple sub-issues in ITOCHU’s request for attorneys’ fees and costs pursuant to the same loan and Guaranty.

A. PREJUDGMENT INTEREST ON DAMAGES AWARDED BY THE JURY

The Court finds that Medsurg is entitled to prejudgment interest at the statutory rate of 6% per annum on its jury award of $726, 510.[3] “Under Pennsylvania law, eligibility for prejudgment interest in contract actions is governed by the Restatement (Second) of Contracts § 354 . . . Thus, under Pennsylvania law, where a plaintiff prevails in a contract action . . . prejudgment interest is available as a matter of right starting from when the amount due under the contract was initially withheld.” Travelers Cas. & Sur. Co. v. Ins. Co. of N. Am., 609 F.3d 143, 172 (3d Cir. 2010). The statutory rate of “six per cent per annum, ” 41 Pa. Stat. Ann. § 202 (West 2013), is recoverable even when a party’s right to payment of interest is not specifically addressed by the terms of a contract. TruServ Corp. v. Morgan’s Tool & Supply Co., 39 A.3d 253, 263 (Pa. 2012).

Plaintiffs aver that the language of the MDA precludes Medsurg from receiving interest. Although Pennsylvania law allows the right to prejudgment interest to be modified by contract, see, e.g., Philadelphia Hous. Auth. v. CedarCrestone, Inc., 562 F.Supp.2d 653, 658-59 (E.D.Pa. 2008), paragraph 16 of the MDA contains no such explicit modification or waiver of the right to prejudgment interest.[4] The Court is not persuaded by Plaintiffs’ argument that prejudgment interest constitutes “incidental, consequential, or special damages” and is thus precluded by paragraph 16 of the MDA.[5] See Restatement (Second) of Contracts § 354 (INTEREST AS DAMAGES), comment a. Thus, the Court modifies its judgment to grant prejudgment interest to the sum awarded to Medsurg by the jury, in the amounts of $141, 001.64 for the three $160, 000 commissions that were due on November 5, 2008, and in the amount of $65, 362.27 for the $246, 510 Allegiance Health commission that was due on April 28, 2009.

B. INTEREST ACCRUED ON THE LOAN AND LETTER OF CREDIT

Pursuant to the Court’s November 20th, 2012, Order (Case No. 09-1819, Doc. No. 57), and given that Defendants’ request for interest is unopposed by Plaintiffs, [6] the Court awards interest in the amounts of $1, 824, 444.20 under the terms of the $5 million Guaranty Agreement, in addition to $1, 973, 110.9 under the terms of the $4 million Loan and Security Agreement and accompanying Promissory Note.

C. ATTORNEYS’ FEES AND COSTS ON THE LOAN AND LETTER OF CREDIT

The “American Rule” provides that “each litigant pays his own attorney’s fees, win or lose, unless a statute or contract provides otherwise.” Hardt v. Reliance Standard Life Ins. Co., 560 U.S. 242, 130 S.Ct. 2149, 2156-57 (2010). This Court has previously found that attorneys fees are due to Plaintiffs under the terms of the loan and Guaranty (Case No. 09-1819, Doc. No. 103). The loan and Guaranty are governed by New York law;[7]additionally, the Third Circuit has held that “for Erie purposes, a party’s ...


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