Vernon Hill, II v. TD Bank NA
586 F. App'x 874
3rd Cir.2014Background
- Hill, former chairman/CEO of Bancorp and Bank, sued Bancorp for breach of employment agreement tied to a golden parachute payment.
- The Golden Parachute Regulation required certification to bank regulators before any payment could be made.
- Bancorp could not certify, citing regulatory constraints, and thus withheld the payment.
- OCC and FRB conducted investigations; in 2007 Bancorp entered a consent order and Hill was terminated.
- Jury trial led to Bancorp’s victory on breach of contract and indemnification defenses.
- District Court denied Hill’s motion for a new trial and final judgment was entered in Bancorp’s favor.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether expert testimony on Bancorp’s financial condition was permissible | Hill needed to show Bancorp was not in a troubled condition | District Court properly defined troubled condition under OCC regulation | No reversible error; correct regulation supported exclusion of experts |
| Whether the district court abused discretion by allowing former directors to testify | Hill should have been allowed to depose and challenge testimony | Directors could testify; Hill had opportunity to depose them | Not an abuse of discretion; deposition cured prejudice |
| Whether denying amendment to include directors in Hill’s case-in-chief was abuse | Amendment was necessary to avoid manifest injustice | Cumulative, late amendments not justified | Not an abuse of discretion; no manifest injustice |
| Whether the supplemental jury instruction was an abuse | Instruction improperly framed how payment required regulatory approval | Instruction consistent with prior guidance and regulation | Not an abuse; instruction proper in context |
Key Cases Cited
- Stecyk v. Bell Helicopter Textron, Inc., 295 F.3d 408 (3d Cir. 2002) (evidentiary rulings reviewed for abuse of discretion)
- Orabi v. Attorney Gen., 738 F.3d 535 (3d Cir. 2014) (de novo review of questions of law)
- Meyers v. Pennypack Woods Home Ownership Ass’n, 559 F.2d 894 (3d Cir. 1977) (five-factor test for evidentiary rulings (discretion))
- Goodman v. Lukens Steel Co., 777 F.2d 113 (3d Cir. 1985) (five-factor test; admissibility decisions)
- ABB Air Preheater, Inc. v. Regenerative Envtl. Equip. Co., 167 F.R.D. 669 (D.N.J. 1996) (court’s discretion in evidentiary rulings)
- United States v. Jackson, 443 F.3d 293 (3d Cir. 2006) (review of supplemental jury instructions for abuse of discretion)
- Stich v. United States, 730 F.2d 115 (3d Cir. 1984) (context for abuse of discretion standard)
- Sulima v. Tobyhanna Army Depot, 602 F.3d 177 (3d Cir. 2010) (definition of regulatory standards and procedure)
- HIP Heightened Independence & Progress, Inc. v. Port Auth., 693 F.3d 345 (3d Cir. 2012) (jurisdiction over orders not specified in notice of appeal)
- Polonski v. Trump Taj Mahal Assocs., 137 F.3d 139 (3d Cir. 1998) (appeal and appellate review standards)