Delville v. Firmenich Inc.Delville v. Firmenich Inc.
OPINION AND ORDER
This case was tried before a jury from November 5 through November 13, 2013. On November 14, the jury returned a verdict in favor of Plaintiff Jean Claude Del-ville and Defendant Firmenich Incorporated (“Firmenich”) on their respective breach of contract claims, and against Del-ville on his age discrimination and' retaliation claims. Delville has moved to amend the judgment to add prejudgment interest. Firmenich has cross-moved to vacate Del-ville’s breach of contract judgment. For the reasons that follow, Delville’s motion to amend is granted and Firmenich’s motion to vacate is denied. Delville is awarded prejudgment interest in the amount of $54,631.55.
I. Background
Familiarity with the background of the case is presumed. The Court discusses only those aspects that are relevant to the instant motions.
Delville is a renowned perfumer who worked for Firmenich, a prominent international manufacturer of perfumes and flavors, from April 1, 2000 to July 2, 2007. Under his initial employment agreement (the “2000 Agreement”), Delville was entitled to a base salary of $425,000, a yearly contribution in a CAP Plan of $50,000, and the opportunity to earn up to an additional $150,000 annually under Firmenich’s Incentive Compensation Plan (“ICP”), which rewarded perfumers with bonuses based upon the adoption values of their perfumes, namely, the value resulting from a client’s selection of a perfumer’s creation for manufacturing, marketing, and sale. The agreement also contained a provision requiring Delville to “regard and preserve as confidential: (i) all trade secrets and/or other proprietary and/or confidential information belonging to Firmenich,” and prohibiting him from using any confidential information for the benefit or purposes of any person or entity other than Firmenich. (Dkt. No. 30, Ex. 10 at 7.) Finally, the
On April 5, 2000, the parties executed the Employee’s Secrecy Agreement (the “Secrecy Agreement”), which provided in relevant part:
[Delville] agrees during [his] employment and subsequent thereto to treat as secret and confidential and not to disclose, directly or indirectly, or to make use of any and all technical information, formulae, processes, customer lists, supplier lists, purchase or sales data, or any other information respecting research, development and discoveries disclosed to [Delville] or obtained by [him] during [his] employment.
(Dkt. No. 30, Ex. 11.) The agreement further provided that Delville must “keep accurate and complete laboratory and research notes,” and “[a]ll such notes and note books therefor shall be and remain the property of [Firmenich] to be surrendered at [Firmenich’s] demand.” (Id.)
In March 2007, Firmenich informed Del-ville that it did not intend to renew his employment agreement. On April 1, 2007, Firmenich offered Delville a new employment agreement proposing a four-day work week at 80% pay (the “2007 Agreement” or “Employment Agreement”). Delville reluctantly accepted the offer in May 2007, but in June 2007 began discussing the possibility of employment with Symrise, A.G. (“Symrise”). On June 27, 2007, Symrise made Delville an offer of employment, and Delville sent a letter to his boss, Jerry Vittoria, and other executives suggesting that his age was a factor in Firmenich’s decision to cut his hours. On July 2, 2007, Delville submitted his letter of resignation. He was 58 years old.
Delville commenced this action alleging age discrimination and retaliation under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the New York State Human Rights Law, N.Y. Exec. Law § 290 et seq., and the New York City Human Rights Law, N.Y.C. Admin. Code § 8-107 et seq., as well as breach of contract with respect to the CAP Plan and the ICP for failure to make timely payments. Firmenich asserted counterclaims for breach of contract (with respect to the Secrecy Agreement), breach of fiduciary duties, breach of the duty of loyalty, unfair competition, misappropriation of company property, and unjust enrichment.
The parties subsequently moved for summary judgment. On January 31, 2013, the Court granted Delville’s motion with respect to all of Firmenich’s counterclaims except breach of contract; denied his motion with respect to his breach of contract claim; and denied Firmenich’s motion with respect to all of Delville’s claims. Delville v. Firmenich Inc.,
II. Motion to Vacate Judgment
“On motion and just terms, the court may relieve a party ... from a final judgment, order, or proceeding for ...: (1) mistake, inadvertence, surprise, or excusable neglect; ... or (6) any other reason that justifies relief.” Fed.R.Civ.P. 60(b)(1), (6). Rule 60(b) is a “mechanism for extraordinary judicial relief available only if the moving party demonstrates exceptional circumstances.” Motorola Credit Corp. v. Uzan,
Firmenich contends that Delville’s breach of contract judgment should be vacated because it is the product of mistake. The purported mistake is that “the jury instruction was flawed, which caused a flawed and inconsistent verdict.”
To prevail on his breach of contract claim, Mr. Delville must prove by a preponderance of the evidence that (i) there is a valid contract; (ii) Firmenich’s performance of its obligations under the contract was defective; and (iii) it resulted in damages to Mr. Delville.
(Dkt. No. 140 (“Reilly Aff.”), Ex. A at 1038:22-1039:1.) This instruction was derived from Delville’s proposed instructions and was consistent with the Court’s statement of the law in its summary judgment order. (Dkt. No. 69 at 30); Delville,
A. Jury Instruction
Rule 51 requires a party to make any objections to jury instructions before they are delivered to the jury, on the record, stating distinctly the matter objected to and the grounds for objection. Fed.R.Civ.P. 51(b)(2), (c)(1). Compliance with this rule is crucial because it “give[s] district courts the opportunity to amend erroneous jury instructions, thereby avoiding the need for further review and potential retrial.” Chestnut v. Hall,
Here, Firmenich had ample opportunity to object to the instruction on Del-ville’s breach of contract claim but did not do so. During the charging conference, the parties disputed whether Delville had been overpaid bonuses under the ICP. When the Court asked if there were any other issues with the instruction, counsel for Firmenich responded: “We have no other comments until the revised version.” (Dkt. No. 118 at 901:21-902:23.) The Court has not located, and Firmenich has not identified, any point during the conference at which Firmenich objected to the instruction on any other basis. Similarly, after the jury rendered its verdict, the Court held a sidebar:
The Court: The only reason I wanted to talk to you at side bar is to confirm that there is no reason not to discharge the jury at this point, in other words, there are no issues as to which we need sort of further special interrogatories or clarification.
[Firmenich]: No, your Honor.
(Dkt. No. 146, Ex. A at 1077:4-10.) Firmenich now objects for the first time, months after the entry of judgment, without offering any justification for its untimeliness. Because it has not even proposed, much less demonstrated, good cause for failing to act sooner, relief under Rule 60(b) is unwarranted. See, e.g., Galin v. Goldfischer, No. 03 Civ. 9019(RJS),
Firmenich also has not provided “highly convincing” evidence in support of its motion. Since it did not make a timely objection to the jury instruction, it must demonstrate that the error was plain, ie., that it affected substantial rights. Fed.R.Civ.P. 51(d)(2). Plain error in the context of jury instructions is assessed by considering “the obviousness of the mistake,” “[t]he importance of the error,” “[t]he costs of correcting an error,” and “the impact a verdict may have on nonparties.” Fed. R.Civ.P. 51, Adv. Comm. Notes to 2003 Amendments. These factors do not support a finding of plain error.
First, “it can hardly be said that the alleged error was ‘obvious’ ” when Firmenich failed to object to the instruction until more than two months after the verdict. Galin,
B. The Verdict
Firmenich also argues that Delville’s breach of contract judgment is the product of mistake because it is inconsistent with Firmenich’s breach of contract judgment. In returning a verdict for Firmenich, the jury found that Delville breached the Secrecy Agreement based upon Firmenich’s theory that he destroyed company property and stole formulas. This finding is inconsistent, Firmenich asserts, with a finding that Delville performed his obligations under the Employment Agreement — which is the basis of his rights under the ICP. And because performance of his obligations under the Employment Agreement was an element of Delville’s breach of contract claim, the verdict in his favor was a mistake.
As an initial matter, this objection is also untimely. Firmenich was required to object to any purported inconsistency in the jury’s verdict prior to the excusing of the jury. See, e.g., In re Reserve Fund Sec. & Derivative Litig., No. 09 Md. 2011(PGG),
Regardless, Firmenich has not presented highly convincing evidence in favor of its motion. There is a strong presumption that verdicts are consistent. “Before a court may set aside a special verdict as inconsistent and remand the case for a new trial, it must make every attempt ‘to reconcile the jury’s finding, by exegesis if necessary.’ ” Turley v. Police Dep’t of City of New York,
Here, it is plausible to read the verdicts consistently because the Employment Agreement and Secrecy Agreement are distinct contracts that entail distinct obligations. Indeed, the Court allowed Firmenich’s breach of contract claim to proceed to trial for precisely this reason. On summary judgment, Delville argued that the Secrecy Agreement was void and therefore not a “contract” because it sought to alter the terms of the Employment Agreement but did not comply with the latter’s “make specific reference” provision. The Court denied summary judgment on the rationale that, although the Employment Agreement and Secrecy Agreement both addressed the treatment of confidential information, the latter “enumerate[d] additional, more specific duties by which Delville promised to be bound,” and thus did not affect the terms of the former. Delville,
III. Motion to Alter or Amend Judgment
Delville seeks prejudgment interest in the amount of $54,631.55.
To determine what law governs a supplemental state law claim, federal courts apply the choice-of-law rules of the forum state. See Carroll v. LeBoeuf Lamb, Greene & MacRae, LLP, 623
The parties dispute whether the ICP is subject to a choice-of-law provision. While it is clear that the ICP itself does not contain a choice-of-law provision, Firmenich contends that the New Jersey choice-of-law provision in the 2000 Agreement governs because that agreement provided Delville with the right to participate in the ICP. See Smith v. Railworks Corp., No. 10 Civ. 3980(JPO),
In conducting a grouping of contacts analysis, the court must consider “the place of contracting, the places of negotiation and performance, and the domicile or [place of] business of the contracting parties.” Safeco Ins. Co. of Am. v. Discover Prop. & Cas. Ins. Co., No. 05 Civ. 8625(DC),
Firmenich’s argument relies upon two doctrines: law of the case and judicial estoppel. The law-of-the-case doctrine “holds that when a court has ruled on an issue, that decision should generally be adhered to by that court in subsequent stages in the same case unless cogent and compelling reasons militate otherwise.” United States v. Quintieri,
While the Court applied New Jersey law in its summary judgment order on the basis that “[t]he Agreement contained a New Jersey choice-of-law provision,” Delville,
Similarly, the fact that Delville cited New Jersey law and represented that his claim arose under New Jersey law is not, in and of itself, a “legal position” to which he is now bound. Again, on the issue of liability, it did not matter whether New Jersey or New York law applied.
Having determined that New York law applies, the Court must calculate prejudgment interest at the statutory rate of 9% per year. Prejudgment interest began to accrue when Firmenich breached the ICP, McNally Wellman Co. v. N.Y.S. Elec. & Gas Corp.,
IY. Conclusion
For the foregoing reasons, it is hereby ORDERED that:
Delville’s motion to alter the judgment is GRANTED;
Firmenich’s motion to vacate the judgment is DENIED; and
The Clerk of Court is directed to amend the Judgment of November 26, 2013 (Dkt. No. 122) to add prejudgment interest in the amount of $54,631.55, and to close the motions at docket numbers 129 and 140.
SO ORDERED.
Notes
. Delville later withdrew his breach of contract claim as to the CAP Plan, and Firmenich withdrew its unjust enrichment claim.
. Firmenich is somewhat unclear about whether it is challenging just the jury instruction, or also the verdict. (Compare Dkt. No. 141 at 2 ("The mistake was that the jury awarded Plaintiff damages for breach of contract, but inconsistently found Plaintiff had engaged in serious misconduct that forfeited his right to that very relief.”); id. at 3 ("Whether it was the fault of the instructions or some other factor, the fact is that the jury ruled inconsistently and contrary to law that Plaintiff was entitled to damage[s] from Firmenich for a breach of contract even though it also found Plaintiff had destroyed property and stole formulas.”), with Dkt. No. 147 at 3 ("The reason to vacate is because the jury instruction was flawed, which caused a flawed and inconsistent verdict. Contrary to Plaintiff's suggestion, Firmenich is not arguing that the result is the reason to vacate (although it disagrees with the result) — it is arguing that the cause of the verdict is the reason to vacate.) The jury's verdict respecting Plaintiff's bonus contract claim was arguably consistent with the instructions — the problem was that the instructions were flawed.”). Given Firmenich's lack of clarily over the basis for its motion, the Court follows Delville’s lead and assumes that the motion rests upon two alternative grounds.
. It does not appear that the verdict affects nonparties. The fourth factor may therefore support Firmenich. However, within the context of a Rule 60(b) motion, the import of the factor is unclear, and in light of the other factors, it is inconsequential.
. Even if Firmenich were correct that the contracts are interrelated, there would still be a question of fact whether Delville's breach of the Secrecy Agreement constituted a material breach of the Employment Agreement, such that he could not be said to have performed under the contract. The jury could reasonably have concluded that by stealing and destroying company property, Delville materially breached the Secrecy Agreement, yet did not materially breach the confidentiality provisions of the Employment Agreement, which could reasonably be interpreted as primarily focusing upon the use of company property for the benefit of oneself or a third party.
. Because Firmenich’s objections can be considered under the more specific Rule 60(b)(1), its motion under Rule 60(b)(6) is denied. Breslow v. Schlesinger,
. A motion to alter or amend judgment pursuant to Federal Rule of Civil Procedure 59(e) is the appropriate procedural mechanism for seeking prejudgment interest. Ostemeck v. Ernst & Whinney,
. Firmenich suggests that the 2000 Agreement governs because it is the agreement that provided Delville with the opportunity to participate in the ICP. But the 2007 Agreement does, too. (Clark Decl., Ex. E at P011-002 ("You will continue to be entitled to earn an incentive award....”) (emphasis added).) That it was necessary to indicate the continuation of this right in the 2007 Agreement is further indication that the 2007 Agreement superseded the previous agreement in its entirety.
. Indeed, both parties at least once described Delville's breach of contract claim as arising under New York law. (See Dkt. No. 1 ¶ 2 (complaint describing Delville’s breach of contract claim as arising under New York law); Dkt. No. 71 § 11(A) (same); Dkt. No. 50 at 25 (reliance by Firmenich upon New York law in opposing Delville’s summary judgment claim on his breach of contract claim).) As Delville notes, the source of confusion appears to be the fact that his claim for breach of the CAP Plan (which he eventually withdrew) arose under New Jersey law, while his claim for breach of the ICP arose under New York law.