Tang Capital Partners, LP v. BRC Inc.
1:22-cv-03476
| S.D.N.Y. | Jun 27, 2025Background
- Tang Capital Partners LP ("Tang") sued BRC, Inc. ("BRC") for breach of contract, alleging BRC unlawfully prevented Tang from exercising BRC warrants, causing damages.
- The Court previously granted summary judgment on liability in Tang's favor; the trial is now limited to damages and mitigation efforts.
- Both parties filed comprehensive motions in limine prior to trial to shape evidentiary boundaries.
- Key in-limine disputes included the admissibility of expert reports, relevance of certain character and financial evidence, and claims for punitive damages.
- The Court also addressed BRC's attempts to add affirmative defenses and witness-related issues for trial.
Issues
| Issue | Plaintiff’s Argument | Defendant’s Argument | Held |
|---|---|---|---|
| Punitive Damages | Sought punitive damages based on BRC's conduct | Not timely disclosed, prejudicial, not pled | Excluded; untimely and not appropriate for breach of contract |
| Supplemental Expert Report | Exclude late Hendershott damages scenario | Court’s summary judgment justified update | Excluded; untimely under Rule 26, not substantially justified |
| Wealth & Character Evidence | Exclude CEO Tang’s wealth/traits as prejudicial | Tang’s sophistication is relevant | Allow sophistication, but not private wealth; character evidence limited to bias/impeachment |
| Witnesses Not Previously Disclosed | Exclude new witnesses or force live testimony | No control over former employee witness | New non-party investors excluded for late disclosure; no requirement for live appearance of former employee |
| Advice of Counsel Evidence | Exclude BRC’s legal advice evidence | Only if punitive damages or other matters allowed | Excluded, as punitive damages not pursued |
| Affirmative Defenses (Election/Waiver) | Defenses not pled or applicable | Defenses apply to sale of unexercised warrants | Excluded; not pled, inapplicable in context |
| Motions to Preclude References to Illegality | BRC’s conduct should be called illegal/unlawful | Inflammatory, irrelevant, prejudicial | References to "illegal/unlawful" conduct excluded |
Key Cases Cited
- Tesser v. Board of Educ. of City Sch. Dist. of City of New York, 370 F.3d 314 (2d Cir. 2004) (general rule against admitting evidence of a party's wealth as prejudicial)
- Crigger v. Fahnestock & Co., 443 F.3d 230 (2d Cir. 2006) (sophistication of parties relevant to reasonableness standards)
- Patterson v. Balsamico, 440 F.3d 104 (2d Cir. 2006) (factors for deciding preclusion as sanction for discovery failures)
- Nassau Trust Co. v. Montrose Concrete Prods. Corp., 56 N.Y.2d 175 (N.Y. 1982) (waiver requires intentional relinquishment of known right)