Advanced Fluid Systems, Inc. v. Huber
This text of 381 F. Supp. 3d 362 (Advanced Fluid Systems, Inc. v. Huber) is published on Counsel Stack Legal Research, covering District Court, M.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
Opinion
Christopher C. Conner, Chief Judge
Plaintiff Advanced Fluid Systems, Inc. ("AFS"), commenced this civil action alleging that the collective defendants-a former employee and several of AFS's competitors-colluded to misappropriate AFS's trade secrets and deprive AFS of valuable business opportunities. All parties have zealously litigated this case, proceeding through multi-faceted Rule 12 motion practice, substantial discovery, and thorough summary judgment presentations. The case culminated in a six-day bench trial in September 2017, after which the court issued a 54-page memorandum opinion and awarded $ 3,096,009 in compensatory, exemplary, and punitive damages to AFS. All parties now seek post-trial relief pursuant to various Federal Rules of Civil Procedure.
*368I. Factual Background and Procedural History 1
The key players in this case are by now familiar. AFS manufactures, distributes, and installs hydraulic components and hydraulic systems. Advanced Fluid Systems, Inc. v. Huber,
Shortly after beginning employment with AFS, Huber gave AFS the "lead" on a hydraulics project at Wallops Island, Virginia.
The resulting installation-the Teleporter/Erector/Launcher Hydraulic System ("Hydraulic System")-includes multiple constituent parts, including a "TEL" or "strongback" component which carries the rocket to the launch pad; a pair of "gripper arms" which secure the rocket to the strongback; and the hydraulic cylinder assemblies, which lift the rocket and strongback from horizontal to vertical position for launch.
Aufiero resigned from Livingston in January 2011 but remained in close contact with Huber.
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Christopher C. Conner, Chief Judge
Plaintiff Advanced Fluid Systems, Inc. ("AFS"), commenced this civil action alleging that the collective defendants-a former employee and several of AFS's competitors-colluded to misappropriate AFS's trade secrets and deprive AFS of valuable business opportunities. All parties have zealously litigated this case, proceeding through multi-faceted Rule 12 motion practice, substantial discovery, and thorough summary judgment presentations. The case culminated in a six-day bench trial in September 2017, after which the court issued a 54-page memorandum opinion and awarded $ 3,096,009 in compensatory, exemplary, and punitive damages to AFS. All parties now seek post-trial relief pursuant to various Federal Rules of Civil Procedure.
*368I. Factual Background and Procedural History 1
The key players in this case are by now familiar. AFS manufactures, distributes, and installs hydraulic components and hydraulic systems. Advanced Fluid Systems, Inc. v. Huber,
Shortly after beginning employment with AFS, Huber gave AFS the "lead" on a hydraulics project at Wallops Island, Virginia.
The resulting installation-the Teleporter/Erector/Launcher Hydraulic System ("Hydraulic System")-includes multiple constituent parts, including a "TEL" or "strongback" component which carries the rocket to the launch pad; a pair of "gripper arms" which secure the rocket to the strongback; and the hydraulic cylinder assemblies, which lift the rocket and strongback from horizontal to vertical position for launch.
Aufiero resigned from Livingston in January 2011 but remained in close contact with Huber.
Huber identified Livingston to Brainard as a potential replacement for AFS and coordinated a visit to Wallops Island for March 21, 2012, for Aufiero and two other Livingston employees.
That the Livingston team, including Vann, knew that Huber was an AFS employee is undisputed.
When Orbital sought bids for the gripper arms replacement contract, Livingston and AFS were both in the running, with AFS initially having "a slight nudge" in its favor "due to their experience with the current system."
*370Orbital also considered both AFS and Livingston for its cylinder assembly project.
In October 2012, unbeknownst to Livingston or AFS, Huber created his own company, Integrated Systems, intending to submit a competing bid for the cylinder contract.
Huber continued working with Livingston on its gripper arms design and its cylinder upgrade bid, and he shared with the Livingston team many of the files that he took from AFS on October 8.
AFS commenced this action on December 24, 2013, initially naming Huber, Integrated Systems, Livingston, Vann, Aufiero, and Orbital as defendants. AFS eventually dismissed Orbital from the lawsuit pursuant to a settlement agreement, in which Orbital agreed to award AFS a subcontract for component swap work on the Hydraulic System as consideration for AFS's release of claims against Orbital. (L & H Trial Ex. 69 at 1-2; Huber Trial Ex. 58 at 1-2).2 The agreement explicitly disclaims waiver by AFS of its claims against the remaining defendants, to wit:
It is expressly understood and agreed that this Release is in no way intended to, and will not be construed to, waive, impact, discontinue, release or otherwise impair any of the Claims that AFS has asserted, or may choose to assert, in the Action against remaining defendants Huber, INSYSMA, L & H, Vann, and Aufiero (hereafter "remaining defendants"
*371) or any person or entity other than Orbital. AFS expressly reserves its right to continue to pursue its Claims, as well as any other claims, against these remaining defendants or any other person or entity other than Orbital. It is further agreed that the consideration paid for this release is solely the work under the new subcontract ... and that no money is being paid by Orbital pertaining to items of damages asserted by AFS against remaining defendants for[,] inter alia , tortious interference with the cylinder upgrade contract or upgraded gripper arms contract or loss of any other contracts or contractual opportunities caused by remaining defendants.
(L & H Trial Ex. 69 at 2; Huber Trial Ex. 58 at 2). Orbital agreed as part of the settlement to "furnish reasonable cooperation" to AFS in pursuit of its claims against the remaining defendants. (L & H Trial Ex. 69 at 3; Huber Trial Ex. 58 at 3).
After Rule 12 and Rule 56 motion practice winnowed the initial claims, we proceeded to a bench trial on two counts: a statutory claim for misappropriation of trade secrets under the Pennsylvania Uniform Trade Secrets Act ("PUTSA"), 12 PA. CONS. STAT. § 5301 et seq. , against all defendants, and common-law claims for breach of fiduciary duty against Huber and for aiding and abetting that breach against the remaining defendants. All parties submitted proposed findings of fact and conclusions of law with their pretrial memoranda.
Trial began on September 18, 2017. The Livingston defendants were represented at trial by Philip J. Morin, Esquire ("Attorney Morin"), and Nishali Amin Rose, Esquire ("Attorney Rose"). When Attorney Morin stood to give his opening statement, the court noted that Attorney Morin had not formally entered his appearance on behalf of the Livingston defendants. (9/18/17 Tr. 22:15-19). The court recorded Attorney Morin's appearance from the bench but instructed him to complete and submit the proper form for the record, and Attorney Morin agreed to do so. (Id. at 22:20-25). Attorney Morin then proceeded with his opening statement.
The next day, Attorney Morin asked to address the court before trial resumed. (9/19/17 Tr. 4:2-6). At sidebar, Attorney Morin advised that he had not been admitted to practice in this district and that he realized he should have flagged the issue earlier, offering that "I know I'm in violation of the court's rules and ethics rules in that regard." (Id. at 4:8-16). Attorney Morin indicated that Attorney Rose would sponsor his pro hac vice admission. (Id. at 4:17-21). He also disclosed his disciplinary history, including a public reprimand in New Jersey and a reciprocal suspension imposed by New York in 2015. (Id. at 5:1-7). In response to the court's inquiry whether Attorney Morin was then "credentialed and fully admitted in both jurisdictions," Attorney Morin stated that he was authorized to practice in New Jersey but that New York required him to file a motion for reinstatement, which was pending. (Id. at 5:8-14). The court accepted Attorney Morin's representations, instructing him to "file the paperwork and we'll get you admitted pro hac vice ," and the conference concluded. (Id. at 5:15-6:6). Attorney Morin, however, never filed the admission paperwork.
Trial proceeded through two additional days of evidence and testimony during which all counsel, including Attorney Morin, zealously represented their respective clients. At the close of AFS's case in chief, Attorney Morin moved for judgment on behalf of the Livingston defendants pursuant to Federal Rule of Civil Procedure 52(c) and presented oral argument on the motion. (9/21/17 Tr. 100:18-106:19). The undersigned *372found Attorney Morin's arguments to be "well stated" but nonetheless denied the motion. (Id. at 106:20-22, 112:4-115:7). Both groups of defendants then put on evidence and called numerous witnesses. Before closing the record, the court commended all counsel "for a well tried case." (9/25/17 Tr. 176:5-7).
The court issued a post-trial order directing the parties to file proposed findings of fact and conclusions of law, including record citations, within 30 days of receipt of the official transcript. The parties thereafter stipulated to extend the deadline for proposed findings and conclusions to December 4, 2017. AFS filed its proposed findings and conclusions on November 16, 2017. Huber and Integrated Systems followed suit on December 4, 2017. The Livingston defendants never filed a post-trial submission, nor did they request an extension of time in which to do so. On December 15, 2017, counsel for AFS docketed a letter stating its position that the Livingston defendants had waived the right to file any further proposed findings and conclusions by failing to meet the December 4 deadline.
On March 6, 2018, the court issued its findings of fact and conclusions of law. We entered judgment against Huber, Integrated Systems, Livingston, Vann, and Aufiero on AFS's trade secret misappropriation claim; against Huber on the breach of fiduciary duty claim; and against Livingston and Vann but in favor of Aufiero on the aiding and abetting breach of fiduciary duty claim. We awarded compensatory damages in the amount of $ 1,096,009, reflecting the lost profits on the gripper arms and cylinder contracts, against Huber, Integrated Systems, Livingston, Vann, and Aufiero, jointly and severally. We also awarded $ 1,000,000 in exemplary damages on the PUTSA claim against Huber alone, and $ 1,000,000 in punitive damages on the common-law claims against Huber, Livingston, and Vann, jointly and severally.
One week after the court entered judgment, new counsel entered an appearance on behalf of the Livingston defendants. New counsel filed the Livingston defendants' instant post-trial motion shortly thereafter. Affidavits submitted by Vann and Aufiero in connection with that motion reflect that they were unaware that Attorney Morin was not authorized to practice in this district; that Attorney Morin never disclosed his past disciplinary history to his clients; and that Attorney Morin did not disclose to either defendant the mid-trial sidebar discussion concerning his non-admission. (Doc. 351-9 ¶¶ 7, 9, 11; Doc. 351-10 ¶¶ 5, 7-8, 10).
The Livingston defendants also submit the affidavit of James Skinner, III ("Skinner"), which attests that Attorney Morin actively misled his clients regarding the status of the case in the months after trial. Skinner avers that Attorney Morin represented that proposed findings and conclusions were due within 30 days of the final transcript's filing. (Doc. 351-8 ¶ 8). On December 21, 2017, Skinner emailed Attorney Morin for a status update, and Attorney Morin responded: "I will send you out the draft of my findings/conclusions tomorrow. I plan to file next week so if you have a chance to review and provide any constructive critique, I'd appreciate it." (Id. ¶ 9). When Attorney Morin did not send the draft, Livingston's outside counsel, Martin L. White, Esquire ("Attorney White"), sent two follow-up emails, one dated December 27, 2017, and one dated January 8, 2018, inquiring about the status of the draft and the litigation. (Id. ¶¶ 9-10). Attorney Morin replied: "Good afternoon. I requested an extension of time to January 17. I will get you a draft by Thursday at *373the latest for your review and comment." (Id. ¶ 11).
On January 26, 2018, Attorney White again contacted Attorney Morin requesting an update. (Id. ¶ 12). Attorney Morin advised that "we requested an additional (and final) extension to 1/31," adding that "I do want to get you my draft to review and will send it out by Monday morning at the latest so you have it in hand prior to the Board meeting." (Id. ) Attorney White spoke by phone with Attorney Morin on February 20, 2018, and thereafter sent the following email:
Phil, good talking with you this afternoon. Just to confirm: we have until this Friday, February 23, to file our proposed Findings of Fact and Conclusions of Law with the Court, and you'll send me a draft to review before then. I was able to find the attached letter from plaintiff's counsel on the court's website today [referring to AFS's December 15 letter], but I understand from you that you got this issued resolved. Please let me know if I have misunderstood anything.
I'll look forward to your email later this week.
(Id. ¶ 13). Attorney Morin responded, "That is correct, Marty." (Id. ) Two weeks later, Vann, Aufiero, and Skinner received the court's opinion and judgment and learned that Attorney Morin never requested an extension from the court. (Doc. 351-8 ¶ 14; Doc. 351-9 ¶ 10; Doc. 351-10 ¶ 9). Skinner has attached to his affidavit a copy of the post-trial email exchanges with Attorney Morin. (Doc. 351-8, Exs. 2-6).
Before the court are (1) the Livingston defendants' motion for new trial or relief from judgment or, in the alternative, to amend our judgment, findings, and conclusions; (2) Huber and Integrated System's motion to amend our findings and judgment or, in the alternative, for a new trial; (3) AFS's motion to amend our conclusions to allow counsel fees against the Livingston defendants; and (4) the Livingston defendants' motion to amend pleadings to conform to evidence. The motions have been extensively briefed and are ripe for disposition. Defendants also request oral argument on their respective motions pursuant to Local Rule of Court 7.9. (Doc. 346 at 2 n.1; Doc. 350 at 34). Because we find oral argument unnecessary to disposition of the instant motions, we will deny this request.
II. Discussion
All defendants move the court, pursuant to various Federal Rules of Civil Procedure, to either set aside or substantially alter the findings of fact and conclusions of law rendered, and thus the judgment entered, on March 6, 2018.3 The Livingston defendants request a new trial or vacatur of the court's judgment based on alleged misconduct by their former counsel. Both groups of defendants then oppugn the findings of fact, conclusions of law, and judgment on multiple other grounds, asking the court to set aside various liability determinations and reduce the compensatory and punitive damages award to zero. We begin our analysis with the Livingston defendants' arguments concerning former counsel.
*374A. Alleged Fraud on the Court and Excusable Neglect by Former Counsel
The Livingston defendants invoke Federal Rules of Civil Procedure 59(a)(1)(B), 60(b)(1), and 60(b)(6) in urging the court to vacate its judgment and grant a new trial based on the purported misconduct of their former counsel, Attorney Morin. (Doc. 350 ¶¶ 4-8). Rule 59(a)(1)(B) permits a court, following a bench trial, to grant a new trial on any issue "for any reason for which a rehearing has heretofore been granted in a suit in equity in federal court." FED. R. CIV. P. 59(a)(1)(B). Rule 60(b)(1) articulates several bases on which a court may grant relief from final judgment, to wit: "mistake, inadvertence, surprise, or excusable neglect." FED. R. CIV. P. 60(b)(1). And Rule 60(b)(6) allows a court to vacate a final judgment for "any other reason that justifies relief." FED. R. CIV. P. 60(b)(6).
The Livingston defendants ground their request in two theories: first , that Attorney Morin committed fraud on the court and also his clients by allegedly misrepresenting his professional disciplinary history and engaging in unauthorized practice of law; and second , that Attorney Morin's failure to file proposed findings of fact and conclusions of law on behalf of his clients was "excusable neglect" justifying relief from judgment.4
1. Fraud upon the Court
The Livingston defendants first contend that Attorney Morin committed fraud concerning his ability to practice law. Specifically, they assert that Attorney Morin committed fraud (1) on his clients by concealing his professional disciplinary history from them and (2) on the court by disclosing only certain aspects of that disciplinary history when the issue was raised at trial. We find no basis to vacate the judgment or grant a new trial on grounds of fraud.
The Livingston defendants appear to invoke Rules 60(b)(3) and 60(b)(6) in tandem. Their motion and supporting brief cite only to Rule 60(b)(6), but then rely largely on decisional law arising under Rule 60(b)(3). (See Doc. 362 at 13-14). We must not blur the distinction, because the two rules provide different avenues of relief. Rule 60(b)(3) permits courts to reopen a judgment in certain instances of fraud, to wit: "fraud (whether previously called intrinsic or extrinsic) ... by an opposing party." FED. R. CIV. P. 60(b)(3). Ostensibly, defendants did not invoke Rule 60(b)(3) explicitly because its plain text forecloses application here-the rule applies only to purported fraud committed "by an opposing party. "
The Livingston defendants are thus left to pursue relief under Rule 60(b)(6) alone. Relief under that section is reserved for "extraordinary circumstances." Cox v. Horn,
*375See 11 WRIGHT & MILLER , supra , § 2864. Nonetheless, authority under Rule 60(b)(6) may be exercised only in the rare circumstance where, without relief, "an extreme and unexpected hardship would occur." Cox,
The fatal deficiency in the Livingston defendants' motion is that the record reflects nothing resembling "fraud" by Attorney Morin. The New York reciprocal suspension order directed Attorney Morin to "desist and refrain from the practice of law in any form" and forbade him "to appear as an attorney or counselor-at-law before any court, judge, justice, board, commission or other public authority" for 90 days "and until further order of this Court." In re Morin,
The Livingston defendants also assert that Attorney Morin misrepresented to them that he was "authorized to represent them and to practice law before this Court" and never disclosed his disciplinary history. (See Doc. 362 at 11). Vann and Aufiero attest that they were advised by Attorney Morin on January 24, 2014, that there was "no issue regarding his ability to practice before this Court." (Doc. 350-9 ¶ 7; Doc. 350-10 ¶ 5). Vann, Aufiero, and Skinner further aver that Attorney Morin never disclosed the New Jersey and New York discipline to them and that, had they known, they would have objected to Attorney Morin's representation and requested new counsel. (Doc. 350-8 ¶¶ 15-16; Doc. 350-9 ¶¶ 7, 11-12; Doc. 350-10 ¶¶ 5, 10-11).
Attorney Morin's alleged lack of candor with his clients is troubling, and it may potentially form the basis of a complaint of professional misconduct. However, it is not the deliberate "fraud" depicted by defendants. The reprimand entered on consent in New Jersey did not prohibit Attorney Morin from practicing law. See In re Morin,
*3762. Excusable Neglect
The Livingston defendants next argue that Attorney Morin's failure to file proposed findings of fact and conclusions of law following the bench trial in this matter constitutes "excusable neglect" requiring the court to set the judgment against them aside. Rule 60(b)(1) permits a court to relieve a party from a final judgment for "mistake, inadvertence, surprise, or excusable neglect." FED. R. CIV. P. 60(b)(1). The determination of whether neglect is excusable "is at bottom an equitable one," in which a court must "tak[e] account of all relevant circumstances surrounding the party's omission." Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P'ship,
Courts examine four factors in assessing whether an attorney's excusable neglect justifies setting aside a final judgment: "the danger of prejudice to the [non-movant], the length of the delay and its potential impact on judicial proceedings, the reason for the delay, including whether it was within the reasonable control of the movant, and whether the movant acted in good faith." Id.; see also Nara v. Frank,
As an initial matter, it is not entirely clear that Rule 60(b)(1) should apply here. In most cases implicating the rule, an attorney's alleged neglect has a direct and causal connection to the adverse judgment: for example, a proof of claim being foreclosed when an attorney fails to file it by the deadline, see, e.g., Pioneer Inv. Servs.,
The adverse judgment against the Livingston defendants did not flow automatically from a procedural or technical defect attributable to Attorney Morin. Rather, it followed six days of trial testimony and admission of hundreds of exhibits; opening and Rule 52(c) arguments by Attorney Morin on the Livingston defendants' behalf; and a careful review of the merits of the case by the court. The Livingston defendants do not now identify anything that should have been done differently by Attorney Morin or his associates during pretrial motion practice or during the trial itself; they object under Rule 60(b)(1) only to his failure to file post-trial proposed findings of fact and conclusions of law for the court's consideration.6
*377Assuming arguendo that Rule 60(b)(1) is available in such circumstances, we find no basis for its application here. The prejudice to AFS in being forced to retry this case would be considerable. Conversely, any prejudice to the Livingston defendants is minimal. As the court has observed, and thorough analysis infra confirms, the result would not have differed had we received a timely post-trial submission from the Livingston defendants' former counsel. The first Pioneer element weighs against the Livingston defendants.
The second element tasks the court to consider the length of the delay. Pioneer Inv. Servs.,
The third factor examines the proffered reasons for the delay, including whether those reasons were "within the reasonable control of the movant." Id. at 395,
The Livingston defendants submit a declaration from Attorney Morin describing various personal, familial, and financial issues which converged during the fall of 2017 to cause him to miss the filing deadline. (See Doc. 351-12).7 We are not unsympathetic to the challenges described by Attorney Morin, and we do not doubt that those challenges impacted his professional life. But Attorney Morin simply did not exhibit "neglect" in the accepted sense of the word; rather, he allowed a deadline to pass without seeking further extension *378(despite having previously been granted a five-day extension without objection), and then repeatedly misled his clients regarding the status of their post-trial filing. This conduct cannot be fairly described as "inadvertence, mistake, or carelessness." See Pioneer Inv. Servs.,
Moreover, several attorneys from Attorney Morin's firm were counsel of record in this case and received electronic filing notifications, including notice of AFS's December 15 letter asking the court to deem the Livingston defendants to have waived their right to submit a post-trial filing. Yet none of these attorneys requested an extension of the filing deadline.8 Particularly when other counsel of record bear equal responsibility to the client, courts have been disinclined to grant relief based on one attorney's claimed extenuating circumstances. Cf. In re Grigg,
The final Pioneer factor queries whether "the movant acted in good faith." Pioneer Inv. Servs.,
3. Other Unauthorized Practice Claims
The Livingston defendants' final argument on this subject is that Attorney Morin was never formally admitted to practice in this judicial district, and in fact could not be admitted to practice here, such that he was at all times engaged in the unauthorized practice of law. Because Attorney Morin had not been generally admitted to practice in this district, he was required by the Local Rules of Court to petition for pro hac vice admission to represent the Livingston defendants in this case. See LOCAL RULE OF COURT 83.8.2.1. Attorney Morin did not do so. According to the Livingston defendants, the remedy for this procedural defect is vacatur of the judgment against them. Although this court does not countenance noncompliance with its local rules, we disagree that such a draconian result is appropriate under the circumstances of this case.
Local Rule 83.8.2.1 governs pro hac vice admission in this judicial district. To be specially admitted pursuant to this rule, an attorney must be (1) admitted to practice in any United States District Court and the highest court of a state, (2) in good standing in every jurisdiction where the attorney is admitted to practice, and (3) not subject to pending disciplinary proceedings in any jurisdiction.
The Livingston defendants are correct that Attorney Morin never properly applied for special admission and never filed a formal entry of appearance on their behalf. But these defects were remedied, for all material purposes, on the record at trial. Attorney Morin confirmed on the first day of trial that the lack of an official entry of appearance was "[a]n oversight on the part of [his] office," and the court noted Attorney Morin's entry of appearance at that time. (9/18/17 Tr. 22:15-25). The next morning, Attorney Morin requested a sidebar and the following discussion ensued:
Mr. Morin: Good morning, Your Honor. I have never filed a pro hac vice admission before this court. I am not admitted to practice in the Middle District of Pennsylvania[.] I did provide pro hac vice papers on Sunday. I intended to present them to the court Monday before we started trial. We were a little late, the court was ready to proceed. I felt that I should have stopped the court at that time and advised [the] court that I needed to do that. I know I'm in violation of the court's rules and ethics rules in that regard.
The Court: That's fine. What do we need to do to get you admitted at this juncture? Do you have a sponsor?
Mr. Morin: I do. [Attorney Rose] is admitted to practice in the Middle District and she will sponsor, she will sponsor me. I do have papers that I can submit in support.
The Court: That's fine. Don't worry about it. I think it's all good. If you could just help us coordinate the paperwork, I'll sign off on it.
Mr. Morin: Okay.
The Court: I'm assuming there are no major disciplinary issues that I need to address.
Mr. Morin: I did. I'm admitted in two states, New York and New Jersey. I primarily practice in New Jersey. I did receive a reprimand in New Jersey several years ago. New York in imposing a reciprocal discipline imposed a ninety day suspension back in August of 2015.
The Court: Okay. So you're credentialed and fully admitted in both jurisdictions as of right now?
Mr. Morin: I have filed - technically I need to file a motion for reinstatement in New York even though it was a ninety day suspension. That motion is pending, Your Honor.
The Court: Are you credentialed in New Jersey?
Mr. Morin: Yes, I am. I am.
The Court: All right. Fine. I don't see any problems, Mr. Morin. I appreciate you bringing it to my attention. Just file the paperwork and we'll get you admitted pro hac vice.
(Id. at 4:8-5:18).
Attorney Morin never submitted the pro hac vice admission application. Nonetheless, the contents of any such application were fully explored on the record at trial. Attorney Morin identified the jurisdictions where he had been admitted to practice, disclosed past attorney discipline, and identified his prospective sponsor. The court repeatedly stated its intent to grant Attorney Morin admission to practice in this case. The court also expressed its intent to waive any technical obstacle to admission arising from then-outstanding reciprocal discipline in New York in view *380of Attorney Morin's reinstatement in his primary jurisdiction.
As suggested by the trial record, the court is prepared to forgive Attorney Morin's technical noncompliance with the Local Rules of Court and deem him to be admitted pro hac vice in this case. The Livingston defendants anticipate this result and remonstrate that any such waiver is beyond the court's authority, intimating that a judge may not deviate from the court's local rules for any reason. (Doc. 380 at 3). They posit that, as a result, this court is without authority to retroactively admit Attorney Morin to practice in this district or to overlook his license suspension with the New York bar. (Id. )
Controlling authority is to the contrary. The Local Rules of Court explicitly contemplate that a judicial officer may suspend the rules in a given case. LOCAL RULE OF COURT 1.3. Moreover, the Third Circuit Court of Appeals has held that "a district court can depart from the strictures of its own local procedural rules" when two criteria are satisfied: (1) the court must have a "sound rationale" for departure, and (2) the departure must "not unfairly prejudice a party who has relied on the local rule to [its] detriment." United States v. Eleven Vehicles, Their Equipment & Accessories,
Departure from our local rules-both as to technical noncompliance with the petition requirement and as to Attorney Morin's status with the New York bar-is appropriate for several reasons. Local Rule 83.8.2.1 itself states that pro hac vice admission is subject to the "discretion of the court." LOCAL RULE OF COURT 83.8.2.1. Federal courts generally take a liberal approach to allowing pro hac vice admission. See Kohlmayer v. Nat'l R.R. Passenger Corp.,
Further, the objective of the rule was largely satisfied in this case. Rule 83.8.2.1 serves to present the court with a snapshot of the attorney seeking special admission to practice, and Attorney Morin orally provided all information requisite to guide the court's determination. The court was fully prepared to admit Attorney Morin based on his representations on the record. Trial had commenced after nearly four years of litigation, all parties and their witnesses were prepared to proceed, and opposing counsel raised no objection to the court's indication that it did not perceive the rule's good-standing requirement as a bar to Attorney Morin's admission. To compel strict adherence to the local rules under the circumstances would have delayed the case, hindering rather than facilitating the efficient dispensation of justice.
As to the prejudice component, no party can be said to have "relied on" Local Rule 83.8.2.1 to its detriment. The essential purpose of our rules regarding special admission is not to protect an interest of the parties but to allow the court to efficiently administer justice, to manage its docket *381and those permitted to practice on it, and to preserve the integrity of the judiciary. Furthermore, there exists in the federal courts a strong and longstanding preference for disposing of matters on the merits rather than technical missteps by counsel, see Eash v. Riggins Trucking Inc.,
The Livingston defendants' final salvo is their claim that they did not authorize Attorney Morin's colleagues to assist in their representation. (See Doc. 380 at 4-5). Defendants apparently object to participation of other counsel from Attorney Morin's law firm, viz. , Attorney Rose; Brian R. Tipton, Esquire; and Veronica P. Hallett, Esquire ("Attorney Hallett"), each of whom has been generally admitted to practice in this district and entered an appearance on behalf of the Livingston defendants. (See Docs. 13, 44, 202). One or more of these attorneys signed the Livingston defendants' pleadings and motions and participated in all pretrial proceedings on their behalf. (See, e.g., Docs. 28, 35, 48, 55, 78, 175, 177, 203, 225, 247). According to the Livingston defendants, "[Attorney] Morin was the only person authorized to enter an appearance on behalf of the Livingston Parties," effectively nullifying filings made by any other attorney. (Doc. 380 at 4-5).
There are several flaws in this argument. As a threshold matter, it ignores the realities of modern law firm practice, which typically involves multi-attorney litigation teams and delegation by lead counsel. More problematically, the record simply does not support the claim that Livingston authorized Attorney Morin alone, and not his law firm, to represent their interests. Vann and Skinner aver that they were advised that Livingston's insurer "had retained [Attorney Morin] of Florio Perucci Steinhardt & Fader, LLC, ... to represent the Livingston Parties in the AFS lawsuit"; they simply observe that Attorney Morin "was the only attorney" with whom they communicated. (Doc. 351-8 ¶¶ 5-7; Doc. 351-9 ¶¶ 6, 8). Aufiero describes Attorney Morin as the "lead attorney with whom I spoke." (Doc. 351-10 ¶¶ 4, 6).
None of these individuals state that they limited their representation to Attorney Morin. And the record would belie any such assertion. Vann and Aufiero were present at trial during which co-counsel, Attorney Rose, was seated next to and assisting Attorney Morin. Neither defendant questioned her participation. Clearly someone at Livingston reviewed pretrial filings during this litigation, all of which are signed by Attorney Morin's co-counsel, yet no objection was raised. And Aufiero admits that he spoke on multiple occasions with Attorney Hallett, "who identified herself as Mr. Morin's associate and who sat in on [his] deposition," and that Attorney *382Hallett even called Aufiero to let him know that Attorney Morin was "the lead attorney" and would be the main point of contact after her departure from the firm. (Doc. 351-10 ¶ 6). Given all of this, we reject defendants' claim that they were "in effect, unrepresented" throughout this litigation. (Doc. 380 at 5).
The Livingston defendants' disappointment with their former counsel's performance is palpable. But that disappointment is not cause to vacate a valid and final judgment of this court. The Livingston defendants' recourse lies, if at all, in an action for professional malpractice or a complaint with the appropriate attorney disciplinary authority. For all of the reasons stated herein, we will deny the Livingston defendants' motion to vacate the judgment or for a new trial based on Attorney Morin's conduct.
B. Defendants' Merits Arguments
For their remaining arguments, defendants collectively invoke Federal Rules of Civil Procedure 52(a)(5), 52(b), 59(a)(2), and 59(e). The rules offer similar relief. Rule 52(a)(5) allows a party to "question the sufficiency of the evidence" supporting the court's findings of fact. FED. R. CIV. P. 52(a)(5). Under Rule 52(b), a party may ask the court, on the record before it, to "amend its findings-or make additional findings-and [to] amend the judgment accordingly." FED. R. CIV. P. 52(b). Rule 59(a)(2) authorizes a court, on motion for a new trial, to reopen the judgment, take additional testimony, amend or render new findings or conclusions, and direct the entry of a new judgment. FED. R. CIV. P. 59(a)(2). And under Rule 59(e), the court may alter or amend a judgment on three grounds: "(1) an intervening change in controlling law; (2) the availability of new evidence; or (3) the need to correct clear error of law or prevent manifest injustice." Wiest v. Lynch,
Rule 52(b) does not explicitly speak to amending conclusions of law, but the Third Circuit has construed the rule, when read in conjunction with Rule 59(e), as empowering the court "to alter or add to its conclusions of law where appropriate." U.S. Gypsum Co. v. Schiavo Bros.,
1. The Orbital Settlement Agreement
Both groups of defendants ask the court to alter or amend the judgment or for a new trial for what they deem to be a failure by the court to account for the value of the AFS-Orbital settlement in calculating AFS's compensatory damages. (See Doc. 346 at 2-6; Doc. 350 at 19). Defendants invoke the Pennsylvania Uniform Contribution Among Tortfeasors Act ("UCATA"), 42 PA. CONS. STAT. § 8321, et seq. , contending that Orbital is a joint tortfeasor in this action and that compensatory damages must be reduced to reflect the amount of the AFS-Orbital settlement.
Initially, no defendant raised a setoff issue at trial or in post-trial submissions, a point that AFS makes in its briefing. Defendants' answer to this argument is severalfold.
*383Huber and Integrated Systems maintain that there is no requirement under Pennsylvania law that a UCATA setoff be pled as an affirmative defense. They further aver that, even if such a requirement exists, some affirmative defenses can be raised late when there will be no prejudice from the delay. The Livingston defendants assert that the issue was sufficiently raised by the proof at trial and request leave to amend their pleadings to conform to the evidence pursuant to Federal Rule of Civil Procedure 15(b)(2).10
We do not dwell long on these threshold issues. We are compelled to note, however, that we find no merit in defendants' suggestion that AFS was "on notice" that a setoff theory was fair game at trial or that any defendant intended to prove that Orbital was a joint tortfeasor. No defendant raised this argument prior to or during trial. Huber and Integrated Systems did not raise the issue in their post-trial submission. And no defendant ever so much as hinted that the isolated evidence on which they now rely-the AFS-Orbital settlement agreement, AFS's initial verified complaint in this case, and an isolated passage from Jim Vaughn's trial testimony-was introduced for the purpose of establishing Orbital as a joint tortfeasor.
The obvious purpose of introducing the settlement agreement was to impeach the Orbital witnesses' credibility. At trial, defendants urged the court to "pay close attention to the demeanor" of these witnesses, suggesting that their testimony was offered begrudgingly under the agreement's cooperation clause. (See 9/18/17 Tr. 21:2-6; 9/20/17 Tr. 142:24-143:25). As for Jim Vaughn's comments on his view of Orbital's culpability, Huber and Integrated Systems elicited this testimony to deflect blame from themselves, not to establish that Orbital was the legal cause of AFS's injuries. (Doc. 323 at 56 ¶ 149 (quoting 9/22/17 Tr. 148:24-149:1); see also 9/22/17 Tr. 148:9-13). When AFS objected to the question posed to Jim Vaughn about Orbital's perceived culpability, counsel for Huber and Integrated Systems proffered that the testimony was relevant to his clients' causation defense but never suggested that Orbital was a joint tortfeasor. (9/22/17 Tr. 147:22-148:22). Counsel introduced the initial complaint-identifying Orbital as a defendant alleged to have acted "jointly and severally" with the others-in building the foundation for this testimony. (See id. at 146:2-149:3). It cannot be said under these circumstances that AFS (or the court, for that matter) was on notice that joint tortfeasor status was an issue to be decided.11
*384Assuming arguendo that defendants could surmount the notice hurdle, a more fundamental defect remains: defendants' proof does not establish Orbital as a joint tortfeasor. The UCATA requires non-settling defendants to "establish that those allegedly culpable are joint tortfeasors." Carr v. Am. Red Cross,
AFS did not concede joint tortfeasor status in its settlement with Orbital. Indeed, the agreement expressly disclaims that it compensates AFS for either of the principal injuries underlying the compensatory damages award. (L & H Trial Ex. 69 at 2; Huber Trial Ex. 58 at 2). We disagree with defendants' claim that a legal theory articulated in AFS's long-withdrawn initial complaint, or Vaughn's confirmation of that initial theory during trial, are "admissions" deployable against AFS to establish joint tortfeasor liability. (Doc. 380 at 13-14; Doc. 396 at 16). The case on which the Livingston defendants rely for this proposition signals only that a plaintiff bears a "heavy burden" in reversing facts pled in a withdrawn verified complaint; it cannot be fairly read to transform withdrawn claims into binding liability determinations against settling defendants. See W. Run Student Hous. Assocs., LLC v. Huntington Nat'l Bank,
Defendants lastly identify two passages from Jim Vaughn's trial testimony as evidence that Orbital is jointly liable. In response to an inquiry by Huber and Integrated Systems' counsel as to "what you think Orbital did wrong to divert business from AFS," Jim Vaughn answered, "[w]ell, they took our drawings and gave them to a competitor." (9/22/17 Tr. 147:22-25). And in response to counsel's follow-up, "if Orbital had not acted wrongfully[,] would your company have still lost the contracts, the two contracts," Jim Vaughn replied, "No." (Id. at 148:24-149:2). These fleeting, subjective, and undeveloped statements-never previously identified as evidence under the UCATA-are inadequate to establish Orbital as a joint tortfeasor as a matter of law. Quite simply, the mere fact that Jim Vaughn personally believed that Orbital committed a wrong does not make it legally so.
In sum, the record does not support defendants' newly minted assertion that Orbital's conduct was wrongful under PUTSA, at common law, or both. Per contra , as reflected in the court's findings of fact and conclusions of law, the only thing the evidence demonstrated as to Orbital was that its engineers, in good faith, "believed it was authorized to share documents *385with Livingston." Advanced Fluid Sys., Inc.,
Defendants' UCATA argument misfires for another reason: neither the $ 1,498,000 component swap contract nor the approximately $ 524,300 in profit that AFS received thereunder were payment for the "same injury" as that caused by the Livingston defendants, Huber, and Integrated Systems. See 42 PA. CONS. STAT. § 8322. The settlement eliminated the component swap contract as an additional item of damages at trial.12 The money paid under that contract compensated AFS for work performed for Orbital, separate and apart from the cylinder upgrade and gripper arms contracts underlying the compensatory damages award. The only additional benefit derived from the settlement agreement, beyond what appears to be bona fide compensation for its work, was that AFS did not need to bid for the contract as it would in the usual course. (See 9/20/17 Tr. 142:5-23). Neither group of defendants identifies a practical method for valuing this benefit.
Defendants' argument thus fails on all three fronts: they failed to notify the court and opposing counsel of their potential setoff argument; they failed to prove that Orbital is a joint tortfeasor on one or both of AFS's substantive claims; and they failed to establish that the amount paid by Orbital compensated AFS for the "same injury" as that caused by the non-settling defendants. We will deny defendants' request to reduce the compensatory damages award based on the settlement agreement between AFS and Orbital.
2. The Component Swap Work
Huber and Integrated Systems challenge the damages award on a separate but related basis. These defendants posited at and after trial that AFS's damages witnesses-whom the court credited in calculating compensatory damages-failed to account for the fact that the initial cylinder contract tasked Integrated Systems to perform a "component swap," which Huber valued at approximately $ 470,000. (See 9/25/17 Tr. 80:2-8; Doc. 323 ¶ 125). We rejected this assertion, crediting Brainard's testimony, as a representative of Orbital, that Integrated Systems did not perform and was never compensated for component swap work. Advanced Fluid Sys., Inc.,
Integrated Systems' best and final offer of March 5, 2013, does refer to both "Finished Goods" (the new cylinders) as well as "Cylinder Component Re-Integration" (the component swap work). (AFS Trial Ex. 191 at 1, 7, 14). And the initial contract awarded to Integrated Systems by Orbital describes the project as "New Hydraulic Cylinder & Cylinder Component Re-Integration." (AFS Trial Ex. 192 at 6). These documents establish, as Huber and Integrated *386Systems aver, that the contract initially contemplated component swap work.
To rely exclusively on these documents, however, would ignore crucial context and Huber's own words. In an email nearly a year after these documents issued, Huber admitted that a component swap was "not part of the contract yet." (AFS Trial Ex. 198). The Orbital-Integrated Systems contract was later modified to increase the agreed price from $ 1,909,966, (see AFS Ex. 192 at 6), to $ 2,028,966, (see AFS Ex. 193 at 2). Integrated Systems subsequently refused to deliver the completed cylinders to Orbital, prompting Orbital to file a separate federal lawsuit and seek a preliminary injunction in the Eastern District of Virginia. See Orbital Scis. Corp. v. Integrated Sys. & Mach., LLC, and Kevin C. Huber, No. 1:14-CV-1378 (E.D. Va.); (see also 9/20/17 Tr. 91:9-12). That lawsuit resolved by settlement, with Orbital agreeing to pay Integrated Systems a "little bit under ... two million" for the cylinders and gimbals. (9/20/17 Tr. 91:9-18). At trial, Brainard confirmed that Integrated Systems never performed a component swap-in fact, as discussed supra , AFS performed that work-and that the money paid to Integrated Systems was for cylinders and gimbals only. (Id. at 91:21-92:7).
Huber and Integrated Systems essentially ask the court to assume, based on the terms of a later-modified cylinder contract and against the overwhelming weight of the evidence, that Orbital paid Integrated Systems nearly half a million dollars for work performed by AFS. This we will not do. Accordingly, we will deny Huber and Integrated Systems' separate request to reduce the damages award.
3. The Livingston Defendants' Remaining Arguments
The Livingston defendants raise a bevy of additional arguments, challenging the court's findings of liability under PUTSA, our causation analysis, and other aspects of the damages award. We begin with the Livingston defendants' arguments concerning misappropriation.
a. Existence of Trade Secrets
The Livingston defendants assert that we should amend the judgment under PUTSA because AFS failed to identify, with "precision and specificity," which of its documents constitute trade secrets. (Doc. 350 ¶¶ 104-10). They cite Dow Chemical Canada, Inc. v. HRD Corp.,
AFS has amply satisfied its burden. At each stage of this litigation, AFS has identified precisely which of its engineering drawings, pricing information, and proprietary materials undergird the trade secrets claim, and it explained when and how each document was used by the various defendants. (See generally Docs. 169, 312). In multiple declarations, Dan Vaughn delineated and described in detail each item perceived by AFS to be a trade secret. (See Doc. 166-1; Doc. 209-5). AFS submitted copies of these documents as exhibits, allowing the court to identify and examine the trade secrets, as well as the manner in which they were used by Huber, Integrated Systems, and the Livingston defendants, in our summary judgment and bench trial opinions. See Advanced Fluid Sys., Inc.,
*387Advanced Fluid Sys., Inc. v. Huber, No. 1:13-CV-3087,
A plaintiff invoking PUTSA's remedies also must show that it employed "efforts that are reasonable under the circumstances to maintain ... secrecy" of the claimed trade secrets. 12 PA. CONS. STAT. § 5302. The Livingston defendants aver that AFS failed to exercise reasonable efforts to secure its proprietary information, foreclosing its claim for misappropriation. We rejected this argument at the Rule 56 stage, see Advanced Fluid Sys., Inc.,
b. Individual Liability of Vann
The Livingston defendants submit that the record does not support a judgment against Vann for misappropriating AFS's trade secrets or aiding and abetting Huber's breach of fiduciary duty. (Doc. 350 ¶¶ 95-103). Defendants correctly identify the applicable law, noting that liability cannot be imposed on an individual defendant based solely on his status as a corporate officer or director, and that an officer can only be held personally liable if he directs, participates in, or cooperates with the commission of a wrongful act. See Wicks v. Milzoco Builders, Inc.,
As we observed in our March 6, 2018 opinion, Vann actively facilitated Huber's breach of fiduciary duty and participated in Livingston's misappropriation of AFS's trade secrets. The evidence supporting this finding included, but is not limited to:
• Vann's participation in meetings with Huber and Livingston employees, knowing that Huber was employed by AFS and that Huber was attempting to steer business toward Livingston and away from AFS, Advanced Fluid Sys., Inc.,295 F.Supp.3d at 473-75 ;
• Vann's concession that he was aware as early as February 2012 of his employees' Dropbox document-sharing arrangement with Huber, and his implicit authorization thereof, despite knowing that Huber was employed by AFS,id. at 473-74 ;
• Vann's correspondence with Huber (in advance of the April 12 Wallops Island visit) in which Huber advised that he was "working diligently" to give Livingston an edge with Orbital, and his participation in a nearly hour-long phone call with Huber concerning these efforts the following day,id. at 475 ;
• Vann's continued engagement and communication with, and encouragement of, Huber, even after Vann became "alarmed" that Huber was working on behalf of both AFS and Livingston contemporaneously and after Vann warned that Huber "would have to leave AFS to continue a relationship with Livingston,"id. at 475-76 ;
• Vann's attendance at and participation in an April 12, 2012 meeting at Wallops Island with Huber, Aufiero, Hill, and certain Orbital employees, at which Orbital's upgrade plans and dissatisfaction with AFS, and the Livingston defendants' interest in the project, were discussed, id.;
• And perhaps most troublingly, Vann's approval of a compensation package for Huber, designed and intended to compensate Huber "for business that he steered toward[ ] or participated in with Livingston," at a *388time when Vann not only knew Huber to still be employed by AFS against Vann's admonition but also knew that Huber was working directly against AFS's interests,id. at 476 (alteration in original).
The Livingston defendants do not attempt to refute this evidence, nor could they: much of the evidentiary support for these findings came from Vann's own trial testimony. This conduct is not the "nonfeasance" or executive passivity described by the Livingston defendants. Nor is it mere acquiescence or cooperation, each of which would permit individual liability against Vann. Rather, his conduct reflects active participation in and encouragement and facilitation of known misconduct. We will deny the Livingston defendants' motion to set aside the judgment against Vann.
c. Causation
The Livingston defendants raise two causation arguments: first , that they were not the legal cause of AFS's damages related to the cylinder contract because that contract was awarded to Integrated Systems and not Livingston, (see Doc. 350 ¶¶ 58-60); and second , that AFS lost both the cylinder contract and the gripper arms contract due to Orbital's dissatisfaction with AFS's work, not because of misconduct by any defendant, (see id. ¶¶ 72-77). We disagree on both accounts.
As to the first, the evidence established that Livingston's team worked tirelessly with Huber in hopes of securing the cylinder contract for Livingston. The Livingston team, aware that AFS was Orbital's incumbent vendor, willingly worked with one of AFS's own employees, using AFS's proprietary information, to submit a bid to compete against AFS for the cylinder contract. That this effort to secure the contract was foiled by Huber's eleventh-hour competing bid does not immunize the Livingston defendants from the deleterious effects of their tortious and misappropriative conduct over the course of the preceding year. Fava, one of Orbital's engineers, testified that, by securing the gripper arms contract, Livingston placed AFS at a "huge disadvantage" in bidding the cylinder contract. (9/20/17 Tr. 194:14-19). AFS's loss of the cylinder contract was one of several injuries flowing directly from the various defendants' collusive conduct. We reject the Livingston defendants' assertion that they were not a legal cause of AFS's lost profits for the cylinder contract.
The Livingston defendants also argue that AFS has only itself to blame for its lost profits, which defendants attribute to "AFS's deficient performance and Orbital's overall dissatisfaction with AFS." (Doc. 362 at 25). The flaw in this argument is that Orbital did not attribute its decisionmaking, for either contract, to these factors. As we previously found:
Key members of the Hydraulic System teams from both the Authority and Orbital agreed that, with few and minor exceptions, they were satisfied with AFS's work. (See, e.g., AFS Ex. 274, Reed and Nash Dep. 24:7-26:15, Mar. 30, 2016 ("Reed/Nash Dep."); 9/20/17 Tr. 65:17-70:25; VCSFA Ex. 5). According to Orbital's lead engineer, Michael Brainard ("Brainard"), the system worked "flawlessly" at its first launch and "performed very well" on subsequent launches. (9/20/17 Tr. 66:2-67:2; AFS Ex. 18). Brainard's principal criticism was with Baum [the AFS project manager for the Hydraulic System], with whom Brainard did not get along ... and whose project management services Brainard found to be lacking. (See 9/20/17 Tr. 67:10-24, 68:10-16). Brainard agreed that his minor customer service complaints were remediable and likely could have been resolved by AFS's hiring *389of a new project manager dedicated to Orbital. (Id. at 68:7-9, 170:2-4).
Advanced Fluid Sys., Inc.,
d. Claim for Contribution
Pennsylvania recognizes the right of contribution among joint tortfeasors by statute. See 42 PA. CONS. STAT. § 8324(a). The Livingston defendants invoke this provision in urging the court to amend its judgment and apportion damages among the various defendants. (See Doc. 350 ¶¶ 61-71). They contend that the damages in this case flow from two discrete contracts, valued at a total of $ 1,096,009, and that, because only one of those contracts was awarded to Livingston, the court must allocate the total damages among the recipients of each contract.
There are several problems with the Livingston defendants' request. First, the UCATA makes clear that a joint tortfeasor "is not entitled to money judgment for contribution until he has by payment discharged the common liability or has paid more than his pro rata share thereof." 42 PA. CONS. STAT. § 8324(b). Because execution of the joint and several judgment in this case was stayed at defendants' request, (Doc. 379), this precondition has not yet been satisfied. It appears, then, that what the Livingston defendants seek is not a contribution judgment per se but an allocation of the joint and several damages award to later be enforced in a contribution action once they have satisfied their share of the judgment.
The Livingston defendants cite McMeekin v. Harry M. Stevens, Inc.,
*390Assuming arguendo that comparative contribution is permissible in this case, we find its application inappropriate. As noted supra , the fact that the Livingston defendants did not receive the cylinder upgrade contract does not absolve them from their tortious and misappropriative conduct, which was a substantial factor in AFS ultimately losing that contract to Integrated Systems. Through yearlong collusion with Huber and their knowing use of AFS's trade secrets, the Livingston defendants achieved a competitive advantage over AFS, securing the gripper arms contract for itself and, in the process, eliminating AFS as a viable contender for the cylinder upgrade contract. But for this coalescence of wrongs, AFS arguably would have received both the gripper arms and the cylinder upgrade contract. Thus, both liability and injury are indivisible.
The damages award in this case is appropriately borne by all defendants equally. Based on the court's determination that the defendants are jointly and severally liable, AFS is entitled to recover the full measure of damages against any one of them. See Baker v. ACandS,
e. Punitive Damages
The Livingston defendants raise a twofold challenge to the court's punitive damages award. First , they suggest that the award of punitive damages on AFS's tort claim is inconsistent with the court's finding that exemplary damages were not warranted on AFS's claim under PUTSA and that the evidence does not support an award of punitive damages in any event. (Doc. 350 ¶¶ 78-90). Second , they contend that the court erred in awarding punitive damages on the tort claim when it did not award, and AFS did not seek, compensatory damages on that claim. (Id. ¶¶ 91-93). We disagree as to both arguments.
PUTSA authorizes a court to award exemplary damages for "willful and malicious misappropriation," which the statute defines to include
[s]uch intentional acts or gross neglect of duty as to evince a reckless indifference of the rights of others on the part of the wrongdoer, and an entire want of care so as to raise the presumption that the person at fault is conscious of the consequences of his carelessness.
12 PA. CONS. STAT. § 5302. We found that although the Livingston defendants knew that acceptance and use of AFS's trade secrets was wrong, their respective states of mind did not reflect malice toward or an intent to harm AFS or an "entire want of care" as to that consequence. Advanced Fluid Sys., Inc.,
As to the claim for aiding and abetting breach of fiduciary duty, however, the evidence compelled a different result. We noted that punitive damages may be appropriate when tortious conduct is "outrageous, because of the defendant's evil motive or his reckless indifference to the rights of others." In re Lemington Home for the Aged,
At trial, Livingston's witnesses tried to lay blame for AFS's injury exclusively at Huber's feet. The events which unfolded sub judice unquestionably originated with Huber. But AFS's injury could not have been effected so swiftly without Livingston and Vann's complicity. Livingston, through Vann and its employees, deliberately disregarded Huber's fiduciary breach in pursuit of a profit. And they indeed profited-several times over-on the gripper arms contract. Both defendants knowingly and willfully facilitated the injury that Huber inflicted upon AFS.
Advanced Fluid Sys., Inc.,
The court's award of punitive damages is amply supported by the record. We also reject the assertion that our enhanced damages determinations cannot be reconciled. AFS's substantive claims targeted different-albeit, at times, overlapping-conduct. In deciding whether to award enhanced damages, and in what amount, we examined different aggravating conduct under each claim. The distinction, in our view, lies in defendants' states of mind and the nature of their actions. Defendants' misappropriative conduct, while knowing and unlawful under the statute, might fairly be characterized (with limited exceptions) as passive and acquiescent. Their tortious conduct, per contra , was active, deliberate, and willful; it endured without pause for the better part of a year; and the defendants to date fail to appreciate the gravity of their wrongdoing. See In re Lemington Home for the Aged,
*392The Livingston defendants next assert that a court cannot award punitive damages on a tort claim when it has not awarded compensatory damages for that claim.15 (Doc. 362 at 27). However, the Pennsylvania Supreme Court signaled nearly 30 years ago that punitive damages may be appropriate, even without an award of compensatory damages, when the plaintiff proves the cause of action that would support punitive damages. Kirkbride v. Lisbon Contractors, Inc.,
The Livingston defendants raise a due process argument for the first time in their reply brief. (See Doc. 380 at 27). They intimate that this case represents the "grossly excessive or arbitrary punishment[ ] on a tortfeasor" contemplated by the Supreme Court in State Farm Mutual Insurance Co. v. Campbell,
III. Conclusion
The court will deny the post-trial motions to alter or amend the judgment filed by AFS, the Livingston defendants, Huber, and Integrated Systems and will also deny the Livingston defendants' motion to *393amend pleadings to conform to the evidence. An appropriate order shall issue.
ORDER
AND NOW, this 5th day of March, 2019, upon consideration of the parties' motions (Docs. 346, 347, 350, 394) seeking post-judgment relief pursuant to various Federal Rules of Civil Procedure, and the parties' extensive briefing in support of and opposition to said motions, and for the reasons stated in the accompanying memorandum, it is hereby ORDERED that:
1. The motion (Doc. 346) by defendants Kevin Huber and Integrated Systems and Machinery, LLC, to amend the court's findings and judgment under Rules 52, 59, and 60 or, in the alternative, for a new trial under Rules 59 and 60 is DENIED.
2. The motion (Doc. 347) by plaintiff Advanced Fluid Systems, Inc., to amend conclusion of law as to Livingston defendants' misappropriations to permit award of counsel fees is DENIED.
3. The motion (Doc. 350) by defendants Livingston & Haven, LLC, Clifton B. Vann IV, and Thomas Aufiero (collectively, the "Livingston defendants") for new trial or relief from judgment under Fed. R. Civ. P. 59(a) or, in the alternative, motion to amend this court's judgment, findings and conclusions under Fed. R. Civ. P. 52(a)(5), 52(b), 59(e), and 60(b) is DENIED.
4. The Livingston defendants' motion (Doc. 394) to amend pleadings to conform to evidence is DENIED.
5. The Clerk of Court is directed to mail a copy of the accompanying memorandum and this order to the Livingston defendants' former counsel, Philip J. Morin, Esquire ("Attorney Morin").
6. Attorney Morin shall remit to the Clerk of Court, within 30 days of the date of this order, the pro hac vice admission fee of $ 50. See LOCAL RULE OF COURT 83.8.2.5; District Court Miscellaneous Schedule of Fees, https://www.pamd.uscourts.gov/district-court-miscellaneous-fees (last visited Mar. 4, 2019).
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381 F. Supp. 3d 362, Counsel Stack Legal Research, https://law.counselstack.com/opinion/advanced-fluid-systems-inc-v-huber-pamd-2019.