U.S. Conference of Mayors v. Great-W. Life & Annuity Ins. Co.

327 F. Supp. 3d 125
CourtCourt of Appeals for the D.C. Circuit
DecidedAugust 29, 2018
DocketCivil Action No. 16-00660 (TFH)
StatusPublished
Cited by6 cases

This text of 327 F. Supp. 3d 125 (U.S. Conference of Mayors v. Great-W. Life & Annuity Ins. Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the D.C. Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
U.S. Conference of Mayors v. Great-W. Life & Annuity Ins. Co., 327 F. Supp. 3d 125 (D.C. Cir. 2018).

Opinion

Thomas F. Hogan, Senior United States District Judge

Plaintiffs here are the United States Conference of Mayors and its subsidiary United States Mayor Enterprises, Inc. (collectively, "the Mayors" or "Plaintiffs"). They sued Defendant Great-West Life & Annuity Insurance Company ("Great-West" or "Defendant") in April 2016 for breach of contract and breach of the implied covenant of good faith and fair dealing. Initially, Defendant responded with counterclaims against Plaintiffs, but dropped them on the eve of trial. At the close of Plaintiffs' case-in-chief, Defendant moved orally for a directed verdict and judgment as a matter of law. The Court took the motion under advisement insofar as it related to damages and otherwise denied the motion. On January 23, 2018, after a nine-day trial, the jury returned an $8 million verdict for Plaintiffs and concluded that Defendant had breached both its contract with Plaintiffs and the implied covenant of good faith and fair dealing. Verdict Form, ECF No. 218. Defendant then renewed its motion for judgment as a matter of law. Def.'s Mot. ("Mot."), ECF No. 224. Plaintiffs opposed the motion, Pls.' Opp'n ("Opp'n"), ECF No. 235, and Great-West replied, Def.'s Reply ("Reply"), ECF No. 238. The Court held a hearing on May 23, 2018. Upon consideration of the parties' briefing and argument, for the reasons discussed herein, and in accordance with the oral ruling announced in open court on May 23, the Court denies Defendant's motion for judgment as a matter of law.

BACKGROUND

The United States Conference of Mayors ("USCM") is "a non-partisan organization of cities with populations of 30,000 or more." Am. Compl. ¶ 5, ECF No. 22. USCM's wholly-owned subsidiary, United States Mayor Enterprises, Inc. ("USME"), markets products to cities and their employees, including retirement products and services. Id. ¶¶ 2, 6. In 2012, the Mayors entered into two contracts with Great-West relating to USCM's Retirement Program: (1) a License Agreement between USCM and Great-West, and (2) a Joint Marketing and Training Agreement ("JMTA") between USME and Great-West. Id. ¶¶ 1, 16. Both Agreements included an initial ten-year term. JMTA

*128¶ 4.1; License Agreement ¶ 6.1, ECF Nos. 9-7 & 9-8.

In December 2015, the Mayors notified Great-West that they intended to terminate the Agreements for cause based on Great-West's contractual breaches. Am. Compl. ¶ 28. The parties attempted to engage in mediation but were unable to agree on a meeting location. March 15, 2016 Letters to JAMS, ECF Nos. 9-12 & 9-13. On April 6, 2016, the Mayors filed their original complaint. ECF No. 1. On September 30, the Mayors filed an Amended Complaint, alleging breach of contract and breach of the implied covenant of good faith and fair dealing. Am. Compl. ¶¶ 29-38, ECF No. 22. Great-West filed its Answer and Counterclaim on October 17, asserting counterclaims for unjust enrichment, breach of contract, and breach of the implied covenant of good faith and fair dealing. ECF No. 26. The Mayors filed their Answer to Great-West's counterclaims on October 28. ECF No. 28.

Both parties filed various motions in limine, which the Court resolved before trial. Among these rulings, the Court excluded an anonymous letter detailing allegations of sexual harassment and other forms of misconduct against one of Defendant's employees but permitted the letter to remain available for impeachment and cross-examination purposes. ECF No. 150. Two employees were fired as a result of the investigation that followed receipt of the anonymous letter, and the Court ruled that the internal communication announcing the firings was admissible, as was Defendant's filing with the Financial Industry Regulatory Authority ("FINRA") reporting these employees' ethical violations. Id. Also relevant here, the parties disputed the significance of certain attachments to their Agreements, which showed profit and reimbursement calculations based on estimated participant enrollment in the insurance program. See Mot. to Exclude Improper & Irrelevant Evidence at 4, ECF No. 103. Defendant argued that these were "hypothetical examples" rather than contractual obligations and that Plaintiffs should not be allowed to imply that a failure to achieve those figures constituted a breach of contract. Id. The Court ruled that Plaintiffs could not refer to the attachments as projections but instead must refer to them as "hypothetical examples." ECF No. 151. Defendant also argued-for the first time after months of discovery and pretrial disputes-that the contract language precluded Plaintiffs from seeking lost revenue or profits, among other types of damages. ECF No. 98. The Court disagreed and so ruled in U.S. Conference of Mayors v. Great-West Life & Annuity Insurance Co. , 288 F.Supp.3d 4 (D.D.C. 2017), providing several reasons why Defendant's reading of the contract was unnatural. Id. at 9-10.1

Now, Defendant moves for judgment as a matter of law, alleging that Plaintiffs have, over the course of this litigation, "refused to commit to a single damages theory-or even to any particular set of alternative theories." Mot. at 2. For purposes of judgment as a matter of law, the relevant facts include only the evidence that was presented to the jury. See Radtke v. Lifecare Mgmt. Partners , 795 F.3d 159, 165 (D.C. Cir. 2015) ("Appellants have shown at most that there was a conflict in the evidence before the jury. It is the function of the jury and not this court to weigh evidence and make findings."). Accordingly, the Court will focus on the evidence adduced at trial and related legal arguments here.

*129ANALYSIS

I. STANDARD OF REVIEW

Federal Rule of Civil Procedure 50 allows parties to seek judgment as a matter of law "any time before the case is submitted to the jury," and to renew that motion after trial. Fed. R. Civ. P. 50(a)(2), (b). "The motion must specify the judgment sought and the law and facts that entitle the movant to the judgment." Fed. R. Civ. P. 50(a)(2).

"Judgment as a matter of law is appropriate only if the evidence and all reasonable inferences that can be drawn therefrom are so one-sided that reasonable men and women could not have reached a verdict in plaintiff's favor." Estate of Muldrow v. Re-Direct, Inc. , 493 F.3d 160, 165 (D.C. Cir. 2007) (citing McGill v. Munoz

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Bluebook (online)
327 F. Supp. 3d 125, Counsel Stack Legal Research, https://law.counselstack.com/opinion/us-conference-of-mayors-v-great-w-life-annuity-ins-co-cadc-2018.