Aspen v. Wakefield, 1 CA-CV 20-0384

Background

Wakefield, Britt, and Carlson reorganized Applied Biologics into Aspen Biotech; Wakefield exchanged his Applied membership interest for 1,000,000 Aspen shares via an Exchange Agreement; relationships later soured and Wakefield was terminated in Oct. 2014.
After termination Wakefield allegedly solicited Applied’s largest distributor (Mac Medical) and consulted for a competing concern; Mac Medical breached its contract with Applied and began buying from a competitor associated with Wakefield.
Aspen sued Wakefield for breaches including tortious interference; Wakefield counterclaimed (claims included breach of the Reorganization Agreement, fiduciary breach, constructive fraud, promissory fraud, and fraudulent concealment) but elected to pursue only tort claims at trial.
At a 10‑day jury trial the jury: awarded Aspen $124,156 on its interference claim; awarded Wakefield $562,000 against Britt on breach-of-fiduciary-duty and constructive fraud claims; awarded Viking $20,000 on a contract crossclaim; post‑trial setoffs produced a final judgment in Aspen’s favor for $123,935.
Key pretrial evidentiary rulings: court excluded Wakefield’s damages expert under Rule 702/Daubert; excluded Aspen financial records post‑Jan. 14, 2014 under Rule 701/owner‑opinion limits; and excluded dollar figures in an Aug. 2014 Term Sheet under Rule 408 (settlement negotiations).
On appeal the court affirmed: expert exclusion, in limine rulings, sufficiency of evidence on tortious interference, the damages-measure instruction (value as of Jan. 2014), and the trial court’s attorney‑fees determinations (including mootness and "interwoven" claims analysis).

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Admissibility of Wakefield’s damages expert (Rule 702/Daubert)	Wakefield: White’s damages calc (one‑third of Aspen) was reliable; methodology disputes go to weight.	Appellees: White’s opinion was a valuation masked as damages, lacked accepted valuation methodology, and was unreliable.	Court: Exclusion affirmed — White’s opinion impermissibly depended on an unsupported valuation approach and failed Daubert/Rule 702 reliability requirements.
Admissibility of Aspen financial documents (post‑Jan.14,2014) — lay opinion/Rule 701	Wakefield: As Aspen’s founder/manager he may testify about post‑departure financials and value.	Appellees: Analysis of those financials requires expert valuation testimony; Wakefield lacked first‑hand knowledge after his termination.	Court: Affirmed exclusion — owner‑opinion rule didn’t permit Wakefield to perform quasi‑expert valuation for period after he left.
Admissibility of Aug. 13, 2014 Term Sheet dollar figures (Rule 408)	Wakefield: Figures show Aspen stock value and weren’t a settlement of a disputed claim.	Appellees: Term Sheet was a settlement offer conditioned on releases; figures inadmissible to prove claim value.	Court: Affirmed exclusion — circumstances and language showed negotiation to avoid litigation; Rule 408 applied.
Sufficiency of evidence on intentional interference and closing‑argument misconduct	Wakefield: Evidence insufficient to show "improper" conduct (he legally competed); counsel’s references to "fraud" required mistrial/new trial.	Appellees: Evidence showed misrepresentations, breach of industry confidentiality, secret competing ownership and motive to harm Aspen; counsel’s argument was permissible inference.	Court: Affirmed verdict and denied new trial — substantial evidence supported impropriety; closing comments not prejudicial.
Measure of damages (valuation date for Aspen stock)	Wakefield: Stock value should be measured at trial date (later appreciation).	Appellees: For deceit/benefit‑of‑the‑bargain claims damages measured at date of tort (Jan. 2014); consequential damages require proof and were not pursued.	Court: Affirmed instruction — damages limited to value as of Jan. 2014; Wakefield waived argument and offered no admissible evidence of consequential losses.
Attorney’s fees, declaratory judgment mootness, and "successful party" designation	Wakefield: Court erred by deeming declaratory claim moot, treating fraud claims as arising out of contract, and finding Appellees the successful parties.	Appellees: Wakefield elected tort remedies (mooting declaratory relief); fraud/contract claims were interwoven; pre‑suit settlement offers and overall results supported fee awards to Appellees.	Court: Affirmed — declaratory claim moot, tort and contract claims were interwoven (fees recoverable), Carlson/Viking plainly successful, and consideration of pre‑suit offers was appropriate in determining successful parties.

Key Cases Cited

Daubert v. Merrell Dow Pharm., Inc., 509 U.S. 579 (U.S. 1993) (establishes federal gatekeeper standard for expert admissibility)
Kumho Tire Co. v. Carmichael, 526 U.S. 137 (U.S. 1999) (Daubert gatekeeping applies to all expert testimony)
State ex rel. Montgomery v. Miller, 234 Ariz. 289 (App. 2014) (Arizona application of Rule 702 gatekeeper role)
In re Paoli R.R. Yard PCB Litig., 35 F.3d 717 (3d Cir. 1994) (expert opinion steps must be reliably supported)
Amorgianos v. Nat. R.R. Passenger Corp., 303 F.3d 256 (2d Cir. 2002) (inadmissibility where methodology/data inadequate to support conclusions)
Wagenseller v. Scottsdale Mem’l Hosp., 147 Ariz. 370 (1985) (sets factors for determining impropriety in tortious interference)