E.D.S. Corp. v. W.A. Foote Memorial Hospital, Inc.

25 F.3d 406, 1994 U.S. App. LEXIS 14891
CourtCourt of Appeals for the Sixth Circuit
DecidedJune 17, 1994
DocketNo. 92-2419
StatusPublished
Cited by7 cases

This text of 25 F.3d 406 (E.D.S. Corp. v. W.A. Foote Memorial Hospital, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
E.D.S. Corp. v. W.A. Foote Memorial Hospital, Inc., 25 F.3d 406, 1994 U.S. App. LEXIS 14891 (6th Cir. 1994).

Opinion

RYAN, Circuit Judge.

The district court entered summary judgment in favor of W.A. Foote Memorial Hospital on its claim that Western Financial Resources, Inc. and Lancaster Landscapes, Inc. (WFR/LLI)1 breached their covenant of good faith and fair dealing with respect to a lease agreement. The district court refused to award Foote damages, however, on the grounds that any damages would constitute a windfall. The court also declined to award Foote attorney fees to which it claims to be contractually and statutorily entitled. The issues for decision are 1) whether the district court erred in concluding that any damages payable by WFR/LLI would constitute a windfall for Foote; and 2) whether the district court erred in not awarding attorney fees to Foote.

We conclude that the district court erred with respect to both issues and remand for a determination of damages.

I.

On October 15,1982, Foote entered into an agreement with EDS for installation of a computerized Patient Care Information System (PCIS). As part of this agreement, EDS sold the equipment package to WFR, who in turn leased the equipment to Foote under an agreement dated July 7,1983. Under section 10 of the lease agreement, Foote could not “assign, transfer or encumber” any rights under the lease -without the “prior written consent” of the lessor, WFR. On September 16, 1983, WFR assigned its interest in the lease agreement to LLI. LLI acknowledges that WFR acted as its agent regarding the lease agreement.

During the installation and implementation of the PCIS system, various disagreements arose between EDS and Foote over failures in the operation of the system. At a meeting on February 20, 1985, the Foote Board of Trustees Finance Committee decided to abandon the EDS PCIS system and enter into a contract with Dynamic Control for a substitute system. On June 11,1985, Foote’s president, Arthur A. Knueppel, notified EDS that Foote would discontinue use of the PCIS as soon as it could obtain another system. He referred to the failed efforts to resolve the PCIS problems and the unfulfilled EDS promises. Knueppel- demanded $3,140,000 in damages for the various contract breaches asserted by Foote against EDS.

Ultimately, on August 31, 1985, EDS and Foote negotiated a settlement and release agreement that required EDS to pay Foote $200,000 and assume the responsibility for the lease payments and hardware leased from WFR/LLI. The settlement required EDS to obtain the consent of the lessor (WFR/LLI) prior to EDS’s assumption of the monthly lease payments and a complete release of Foote from further liability under the lease.

[408]*408In the following months, EDS attempted to obtain WFR/LLI’s consent for the assignment of the lease agreement contemplated by the settlement and release agreement. WFR/LLI refused to consent to the assignment unless they were paid a sum of money above and beyond that called for in the lease agreement. EDS refused to pay the extra money, and the lease was not transferred. Accordingly, the entire 1985 proposed settlement was not consummated.2

A number of lawsuits were filed among the parties involved in the PCIS transaction. All the cases were consolidated in the Eastern District of Michigan, where motions for summary judgment were filed. The district court referred these motions to a magistrate judge for report and recommendation. The magistrate judge determined that WFR/LLI breached the covenant of good faith and fair dealing with Foote, but did not reach the issue of damages.

After entering a judgment of liability only, in favor of Foote, the district court directed the parties to submit briefs on the issue of damages. On October 9, 1992, the district court decided that damages could be determined on the summary judgment motion papers and issued its order regarding damages, which is the basis for this appeal.

Prior to this decision, however, EDS and Foote entered into a settlement agreement which was accepted and entered by the district court on February 13, 1992. As part of the settlement, EDS agreed to pay Foote $1.1 million. Both EDS and Foote would drop all claims against each other. In addition, paragraph five of the settlement agreement specifically provided:

It is acknowledged by EDS and Foote that they intend to preserve their respective ability to continue their claims against Western Financial Resources, Inc. and Lancaster Landscapes, Inc., and EDS and Foote specifically reserve and do not release any claims they have, in the Litigation or otherwise, against Western Financial Resources, Inc. and/or Lancaster Landscapes, Inc., including, but not limited to, Foote’s right to recover lease payments from Western Financial Resources, Inc. and/or Lancaster Landscapes, Inc.

In reaching its decision on damages, the district court first decided that Foote was not entitled to recover its attorney fees from WFR/LLI. The district court also denied Foote’s motion to amend its complaint to state a claim against WFR/LLI for tortious interference with the 1985 settlement agreement. The court determined that Foote was entitled to recover from WFR/LLI the lease payments it was required to make after the failure of the 1985 settlement, plus interest on those payments. Some dispute existed over the proper amount of interest to be applied, but the district court did not resolve that dispute. Instead, it assumed that the highest promulgated interest rate, 18%, was applicable. The lease payments for which WFR/LLI was responsible amounted to $532,450. At 18%, the interest was $489,-271.25. Thus, the district court found that Foote was entitled to recover, at most, $971,-721.25. The court went on to find, however, that because Foote received $1.1 million under the 1992 settlement agreement with EDS, any further recovery from WFR/LLI would constitute a windfall for Foote, as Foote received more from the 1992 settlement than it would have from the 1985 proposed settlement. Consequently, the district court refused to award damages. Thus, Foote’s appeal.

II.

This court’s review of a grant of summary judgment is de novo; we use the same test as used by the district court. Brooks v. American Broadcasting Cos., 932 F.2d 495, 500 (6th Cir.1991). In reviewing summary judgment motions, courts must view the evidence in the light most favorable to the nonmoving party to determine whether a genuine issue of material fact exists. Adickes v. S.H. Kress & Co., 398 U.S. 144, 157, 90 S.Ct. 1598, 1608, 26 L.Ed.2d 142 (1970). [409]*409Under Fed.R.Civ.P. 56(c), summary judgment is proper if all the evidence before the district court “ ‘show[s] that there is no genuine issue as to any material fact and that the moving party is entitled to [a] judgment as a matter of law.’ ” Canderm Pharmacal, Ltd. v. Elder Pharmaceuticals, Inc., 862 F.2d 597, 601 (6th Cir.1988) (quoting Fed.R.Civ.P. 56(c)).

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25 F.3d 406, 1994 U.S. App. LEXIS 14891, Counsel Stack Legal Research, https://law.counselstack.com/opinion/eds-corp-v-wa-foote-memorial-hospital-inc-ca6-1994.