Bowne of New York City, Inc. v. AmBase Corp.

161 F.R.D. 270, 1995 U.S. Dist. LEXIS 903, 1995 WL 301789
CourtDistrict Court, S.D. New York
DecidedJanuary 26, 1995
DocketNo. 92 Civ. 0053 (RLC)
StatusPublished
Cited by10 cases

This text of 161 F.R.D. 270 (Bowne of New York City, Inc. v. AmBase Corp.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bowne of New York City, Inc. v. AmBase Corp., 161 F.R.D. 270, 1995 U.S. Dist. LEXIS 903, 1995 WL 301789 (S.D.N.Y. 1995).

Opinion

OPINION

ROBERT L. CARTER, District Judge.

Plaintiff Bowne of New York City, Inc. (“Bowne”) seeks an order pursuant to Rule 54(b) of the Federal Rules of Civil Procedure determining that there is no just reason for delay and directing entry of a final judgment in favor of Bowne and against defendant AmBase Corporation (“AmBase”) on Bowne’s twentieth through twenty-third and twenty-eighth through thirty-first causes of action, on which partial summary judgment was previously granted.

I.

Defendant AmBase hired plaintiff Bowne, a financial printer, to print, revise and mail eight sets of documents from late 1990 through mid-1991. AmBase has refused to pay for any of these jobs, claiming that Bowne was late in mailing one set of documents—AmBase’s 1991 Notice of Special Meeting and Proxy Statement (“Notice of Special Meeting”). In 1992, Bowne brought an action against AmBase seeking payment for the eight printing jobs. AmBase counterclaimed against Bowne (and also against Chemical Bank, on the grounds that it is the successor-in-interest to AmBase’s former transfer agent) for damages resulting from the alleged late mailing and for punitive damages. The essence of AmBase’s claims is that the documents were not timely prepared and that consequently AmBase was forced to delay the sale of its subsidiary, thus losing a multimillion dollar tax benefit.

In May 1992, Bowne moved for partial summary judgment on twenty-eight of its thirty-one claims, relating to seven of the eight printing jobs. Bowne subsequently withdrew its motion with respect to two of the printing jobs, and Judge Leval, then of this court, denied its motion with respect to three other jobs. Of the remaining claims, causes of action twenty through twenty-three concern the printing of a Form 10-K, and causes of action twenty-eight through thirty-one concern the printing of AmBase’s First Quarter Report. In an order dated April 15, 1993 (the “April Order”), Judge Leval allowed AmBase to supplement its submission regarding the Form 10-K and First Quarter Report jobs, and in an order dated January 19, 1994 (the “January Order”), Judge Leval granted Bowne partial summary judgment in the amount of $422,154.91 on its causes of action concerning the Form 10-K and First Quarter Report jobs (the “adjudicated claims”). This action for final judgment on the adjudicated claims followed, and when Judge Leval was appointed to the Court of Appeals for the Second Circuit, I inherited this case.

II.

This court has diversity jurisdiction over the case pursuant to 28 U.S.C. § 1332.

III.

For Rule 54(b) to be applicable, “(1) multiple claims or multiple parties must be present, [and] (2) at least one claim, or the rights and liabilities of at least one party, must be [272]*272finally decided within the meaning of 28 U.S.C. § 1291.” Ginett v. Computer Task Group, Inc., 962 F.2d 1085, 1091 (2d Cir. 1992). The parties agree that both circumstances are present here. There are multiple claims involving the various printing jobs, and had the plaintiff filed its claims regarding the Form 10-K and First Quarter Report printing jobs as a separate action, Judge Leval’s Partial Summary Judgement Order would have been final and separately appeal-able within the meaning of § 1291. See Sears, Roebuck & Co. v. Mackey, 351 U.S. 427, 431, 76 S.Ct. 895, 897, 100 L.Ed. 1297 (1956).

IV.

Although the Advisory Committee’s comment to Rule 54(b) implied that the rule was originally intended to apply only to the “infrequent harsh case,” the Second Circuit has ruled that with the advent of complex litigation involving numerous parties and claims this standard is no longer “workable.” Ginett, 962 F.2d at 1094. Courts should not restrict the use of Rule 54(b) to cases which are “ ‘unusual’, ‘exceptional’, or ‘extraordinary’ ” but should instead be guided by the “ ‘interest of sound judicial administration.’ ” Id. at 1095 (quoting Curtiss-Wright Corp. v. General Elec. Co., 446 U.S. 1, 8, 100 S.Ct. 1460, 1465, 64 L.Ed.2d 1 (1980)). Thus, district courts should consider the possibility that “the ultimate dispositions of the claims remaining ... could either moot [the decision of the appellate court] on the appealed claim or require [the appellate court] to decide issues twice.” Id.

In the interests of sound judicial administration, Rule 54(b) partial final judgment is appropriate where the claims involved are not “inherently inseparable” or “inextricably intertwined,” although the remedy may be appropriate where the claims are merely “interrelated.” Id. In this case, the court must assess the relationships between the adjudicated claims and Bowne’s remaining claims, as well as the relationship between the adjudicated claims and AmBase’s counterclaims. See Curtiss-Wright, 446 U.S. at 9, 100 S.Ct. at 1465 (significance of counterclaims, like other claims, depends on their relationship with claims for which certification is sought). In his April and January orders, Judge Leval found that the adjudicated claims and the remaining claims were sufficiently unrelated to merit the entry of partial summary judgment. With regard to the adjudicated claims, he found that Am-Base “offer[edJ absolutely no legal or factual support for its contention that it is not obligated to pay for Bowne’s work on the ‘Am-Base Form 10-K Documents’ and the ‘Am-Base Form 10-Q Quarterly Documents’ printing jobs because the parties were in a dispute about an earlier, unrelated print job.” April Order at 6 (emphasis added).' Although the standards for summary judgment and final judgment are different, Judge Leval’s conclusions about the unrelatedness of the claims remain valid in the final judgment context.

The remaining claims regarding the six other printing jobs involved in this case are, for the purposes of the present analysis, quite separate from the claims regarding the Form 10-K and First Quarter Report printing jobs. For each of the eight printing jobs except the Notice of Special Meeting, Bowne raises claims of breach of contract, unjust enrichment, quantum meruit and account stated. For the Notice of Special Meeting job, Bowne raises claims of breach of contract, unjust enrichment, and quantum me-ruit. To decide these claims, the court will have to look at each print job individually and determine facts pertinent only to that job, such as the terms of the contract for each job, whether Bowne performed the job, and whether AmBase received the benefit of the job. The determination of these issues regarding the remaining print jobs will not moot or duplicate the determinations already made regarding the 10-K and First Quarter Report jobs.

Additionally, for the claims relating to each print job the court will have to rule on Am-Base’s contention that Bowne’s alleged tardiness in preparing the Notice of Special Meeting job absolves AmBase of its responsibility to pay for the job.

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161 F.R.D. 270, 1995 U.S. Dist. LEXIS 903, 1995 WL 301789, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bowne-of-new-york-city-inc-v-ambase-corp-nysd-1995.