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Excentus Corp. v. Giant Eagle, Inc.

United States District Court, Western District of Pennsylvania

July 10, 2014



Joy Flowers Conti, Chief United States District Judge.

I. Introduction

Pending before the court is a motion for reconsideration (ECF No. 143) filed by plaintiff Excentus Corporation (“plaintiff” or “Excentus”) requesting this court reconsider its decision permitting defendant David Shapira and Daniel Shapira (the “Shapira defendants”) to forward their legal bills to Excentus for payment. (H.T. 12/12/13 (ECF No. 149) at 29.) Based upon the submissions by the parties and review of the applicable legal standard, Excentus’ motion for reconsideration will be denied for the reasons set forth herein.

II. Procedural History[1]

On May 9, 2013, the Shapira defendants filed a motion for summary judgment on their counterclaims asserted in this case. (ECF No. 23.) On November 25, 2013, the court heard oral argument about, among other motions, the Shapira defendants’ motion for summary judgment. The court continued the hearing to December 12, 2013. One of the issues raised by the parties’ briefing with respect to the Shapira defendants’ counterclaims was whether the Shapira defendants “actually incurred” legal fees in relation to the case pending before this court and the case before the District Court for the Northern District of Texas because defendant Giant Eagle, Inc. (“Giant Eagle”) agreed to pay those fees for the Shapira defendants.

At the December 12, 2013 hearing, the court after consideration of the parties’ submissions and arguments, instructed the Shapira defendants to furnish copies of unpaid bills for their legal fees to Excentus, and instructed Excentus to pay the reasonable fees within thirty days. (H.T. 12/12/13 (ECF No. 149) at 29.) The court reserved judgment with respect to whether Excentus is liable for legal fees Giant Eagle paid on behalf of the Shapira defendants dating back to the beginning of the litigation in the Northern District of Texas to the date of the hearing before this court, i.e., December 12, 2013. (Id.)

On December 18, 2013, Excentus filed the pending motion for reconsideration and brief in support of the motion. (ECF Nos. 143, 144.) On January 8, 2014, the Shapira defendants filed an omnibus brief supplementing their motion for summary judgment and responding to Excentus’ motion for reconsideration. (ECF No. 151.) On January 15, 2014, Excentus filed a motion to strike the omnibus brief and attachments. (ECF No. 157.) On January 20, 2014, the Shapira defendants filed a response in opposition to the motion to strike. (ECF No. 159.) On the same day, Excentus filed a motion to stay requesting the court stay consideration of the Shapira defendants’ prospective legal bills “until it takes Excentus’s Motion for Reconsideration and related briefing under consideration and rules on that motion.” (ECF No. 158 at 2.) On March 24, 2014, the court issued an order denying the Shapira defendants’ motion for summary judgment without prejudice to the Shapira defendants filing a renewed motion for summary judgment once discovery on whether the legal fees were “actually incurred” is completed. (ECF No. 185 at 3.)

Excentus’ motion for reconsideration having been fully briefed is now ripe to be decided by the court.

III. Standard of Review

The purpose of a motion for reconsideration “is to correct manifest errors of law or fact or to present newly discovered evidence.” Harsco Corp. v. Zlotnicki, 779 F.2d 906, 909 (3d Cir. 1985). A party seeking reconsideration must show at least one of the following: (1) an intervening change in the 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. Max's Seafood Cafe ex rel. Lou–Ann, Inc. v. Quinteros, 176 F.3d 669, 677 (3d Cir. 1999); N. River Ins. Co. v. CIGNA Reinsurance Co., 52 F.3d 1194, 1218 (3d Cir. 1995).

By reason of the interest in finality at the district court level, motions for reconsideration should be granted sparingly; the parties are not free to relitigate issues the court already decided. Am. Beverage Corp. v. Diageo N. Am., Inc., Civ. Action No. 12–601, 2013 WL 4010825, at * 1 (W.D. Pa. Aug. 6, 2013); Rottmund v. Cont'l Assurance Co., 813 F.Supp. 1104, 1107 (E.D. Pa. 1992). Stated another way, a motion for reconsideration is not properly grounded in a request for a district court to rethink a decision it, rightly or wrongly, already made. Williams v. Pittsburgh, 32 F.Supp.2d 236, 238 (W.D. Pa. 1998). Just as motions for reconsideration should not be used to relitigate issues already resolved by the court, they should not be used to advance additional arguments that could have been made by the movant before judgment. Solis v. Makozy, Civ. Action No. 09–1265, 2012 WL 1458232, at * 1 (W.D. Pa. Apr. 27, 2012); Reich v. Compton, 834 F.Supp. 753, 755 (E.D. Pa. 1993).

IV. Discussion

Excentus argues that pursuant to its bylaws, the Shapira defendants, who are both members of Excentus’ board of directors, are not entitled to advancement of their defense costs. Section 8.1 of the Excentus bylaws provides, in pertinent part:

The Corporation shall indemnify, and advance expenses to, each present or former director or officer of the Corporation against all judgment, penalties (including excises and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by any such director or officer in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his being or having been a director or operating of the Corporation (whether or not he continues to be a director or officer at the time of incurring such expenses and liabilities) to the fullest and same extent that indemnification of directors is permitted by all valid and applicable laws, including, without limitation, Article 2.02 of the Texas Business Corporation Act. The indemnification and advancement of expenses provided in this ...

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