Koshani v. Barton, 3:17-cv-00265

Background

Koshani (Afghan citizen) and Barton (U.S. citizen) formed an Afghan joint venture (JVA) and later executed a Profit Sharing Agreement (PSA) under which profits from the NAT (National Afghan Trucking) contract were to be split 50/50.
Barton submitted the successful NAT prime bid in the name of Vanquish Worldwide, LLC (U.S.), listing Vanquish Afghanistan as a subcontractor; Koshani alleges Barton then cut him out and stopped sharing NAT profits.
Koshani sued Barton (after dropping Vanquish U.S. as a defendant at trial) for breach of the PSA; Barton asserted multiple counterclaims (many later dismissed as time-barred).
After a 7-day jury trial the jury found Barton breached the PSA and awarded Koshani $33,428,859 in compensatory damages; final judgment entered for ~$33.43M.
Barton filed a renewed Rule 50(b) motion for JMOL, and alternatively Rule 59 new trial/remittitur, challenging (inter alia) Barton’s personal liability under the PSA, merger doctrine, certain damages items (investment repayment), evidentiary rulings, surprise testimony, and the timeliness of counterclaims.
The court denied Barton’s renewed JMOL and his motion for new trial/remittitur, explaining reasons on ambiguity, sufficiency of evidence, harmlessness of evidentiary rulings, and inapplicability of Tennessee’s suspension statute.

Issues

Issue	Koshani's Argument	Barton’s Argument	Held
Whether Barton was personally obligated under the PSA to pay Koshani	PSA language and Barton’s signature show he (personally) agreed to share NAT profits	PSA does not expressly obligate Barton personally; any recovery from Barton requires veil piercing	Court: PSA ambiguous on who was obliged; reasonable jury could find Barton personally liable — JMOL denied
Whether the later Partnership Agreement merged and extinguished the PSA (merger doctrine)	No merger clause; no clear intent to discard PSA; documents can stand as supplemental	Partnership Agreement was the final agreement and supersedes earlier agreements	Court: insufficient evidence of intent or material inconsistency to require merger; JMOL/new trial denied
Whether jury improperly included ~$214,800 (investment repayment) in damages	Investment write-down was recorded as income; expert separately reversed it and included repayment as a compensable item	No contract term required investment repayment; any such sum should not be included in profits	Court: jury reasonably could treat repayment as an expense to be repaid before profit split; denial of remittitur/new trial
Whether PSA terminated Dec 2013 (JVA 3‑year term) limiting damages	JVA contained a 3‑year term, and PSA incorporated JVA, so obligations ended Dec 2013	PSA/AISA application lacked duration; parties’ conduct showed no automatic termination	Court: factual dispute; jury could reject automatic termination theory — new trial denied
Whether "Vanquish worldwide" in PSA referred only to Afghan entity (so no U.S. profit sharing)	PSA refers to Afghan partnership profits; ambiguity resolved against drafter	PSA intended to cover Vanquish U.S. profits from NAT prime contract	Court: ample evidence supports jury’s conclusion PSA covered Vanquish U.S.; new trial denied
Evidentiary rulings (admission of PX152/settlement communications; exclusion of Naugher testimony)	PX152 and related testimony were admissible; excluded Naugher testimony prejudiced Barton	PX152 contained hearsay/settlement communications; Naugher testimony about threats was irrelevant and prejudicial	Court: PX152 admissible (prior consistent statement/opposing-party statement) and Rule 408 inapplicable; Naugher threats were irrelevant/prejudicial — any error harmless; new trial denied
Surprise testimony by Jawid (overheard remark that PSA was "just a piece of paper")	Testimony was disclosed in opening or depositions; not prejudicial	Testimony was undisclosed and prejudicial surprise	Court: Barton failed to contemporaneously object at trial; waived the issue — new trial denied
Whether counterclaims were timely (Tennessee suspension statute)	Suspension statute tolled limitations while Koshani was abroad	Available methods existed to serve Koshani abroad; Barton failed to use them so suspension statute inapplicable	Court: Arrowood/Lam control — available service methods made suspension inapplicable; counterclaims time-barred as previously ruled

Key Cases Cited

Noble v. Brinker Int'l, 391 F.3d 715 (6th Cir. 2004) (standard for renewed JMOL/JNOV)
Cansler v. Grove Mfg. Co., 826 F.2d 1507 (6th Cir. 1987) (apply state directed‑verdict standard in diversity cases)
Ford v. County of Grand Traverse, 535 F.3d 483 (6th Cir. 2008) (Rule 50(b) limited to grounds in preverdict motion)
Am. & Foreign Ins. Co. v. Bolt, 106 F.3d 155 (6th Cir. 1997) (same principle re: Rule 50 renewal)
Holmes v. City of Massillon, 78 F.3d 1041 (6th Cir. 1996) (standards for new trial under Rule 59)
Mike's Train House, Inc. v. Lionel, L.L.C., 472 F.3d 398 (6th Cir. 2006) (harmless‑error standard for evidentiary rulings)
Trans Union Credit Info. Co. v. Associated Credit Servs., 805 F.2d 188 (6th Cir. 1986) (Rule 408 settlement‑communications scope)
Old Chief v. United States, 519 U.S. 172 (U.S. 1997) (Rule 403 unfair prejudice discussion)
Arrowood v. McMinn Cnty., 121 S.W.2d 566 (Tenn. 1938) (Tennessee suspension statute/availability of service)
Lam v. Smith, 891 S.W.2d 207 (Tenn. 1994) (limiting application of suspension statute where plaintiff fails to use available service methods)
Buddy Lee Attractions, Inc. v. William Morris Agency, Inc., 13 S.W.3d 343 (Tenn. Ct. App. 1999) (elements and burden for inducement of breach under Tenn. Code Ann. § 47‑50‑109)