Blue Sage Capital, L.P. v Alfa Laval U.S. Holding Inc.

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Blue Sage Capital, L.P. v Alfa Laval U.S. Holding Inc. 2018 NY Slip Op 32068(U) August 16, 2018 Supreme Court, New York County Docket Number: 650413/2014 Judge: Marcy Friedman Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. [*FILED: 1] NEW YORK COUNTY CLERK 08/16/2018 04:06 PM NYSCEF DOC. NO. 381 INDEX NO. 650413/2014 RECEIVED NYSCEF: 08/16/2018 SUPREJ\1E COURT OF THE STATE OF NEW YORK COUNTY OF NE\V YORK: COMMERCIAL DIVISION PART 60 BLUE SAGE CAPITAL, LP INDEX NO. 650413/2014 ........... ·---- ,-.-.-.-.~~~~~~~~---------- Plaintiff. MOTION DATE -vALFA LAVAL U$ HOLDING INC., MOTION SEQ. NO. 10 Defendant. DECISION AND ORDER --~------~------------------------------------------~---~--------------------------X HON. MARCY S. FRIEDMAN: Alfa Laval U.S. Holding Inc. (Alfr1 Laval) moves for leave to reargue its post-trial rnotion fiJr prejudgment interest on a jury award. Alfa Laval's post-trial motion was detem1ined by this court by decision and order dated April 3, 2018 (Prior Decision). Leave to reargue is granted and, upon reargument, the court adheres to its Prior Dt:cision. AJfa Laval seeks reargument of what it characterizes as "the Court's determination that Sellers 'won' a judgment" (Alfa Laval IVIerno. in Supp. of Motion to Reargue, at 2.) As held in this comi' s Prior Decision, notvvithstanding the jury's rejection of Blue Sage's $8 million do liar earnout claim, "Blue Sage is entitled to recover $1,063,254 in unpaid earnout payments. In denying Alfr1 Laval's summary judgment motion, which sought dismissal of all of Blue Sage's earnout claims, this court determined as a matter of law, based on its interpretation of the eamout provisions, that Blue Sage was entitled to at least that amount (2016 \VL 3632480, at* 3.) The issue of whether Alfa Laval must pay Blue Sage the $1,063,254 was not put to the jury, based on the parties' stipulation that, under this court's decision and subject to Alfa Laval's right to appeal, Alfa Laval must pay Blue Sage at least that amount. (Dec. 20, 2017 Trial Tr. at 17371738.)" (Sup Ct, NY County, Apr. 3, 2018, lndex Nos. 650413/2014 and 650527/2014, slip op at 4.) 1 of 4 [*FILED: 2] NEW YORK COUNTY CLERK 08/16/2018 04:06 PM NYSCEF DOC. NO. 381 INDEX NO. 650413/2014 RECEIVED NYSCEF: 08/16/2018 Alfa Laval fails to raise a bona fide dispute as to whether Blue Sage is entitled the $1,063 million. On the contrary, at the trial, Alfa Laval expressly stipulated that Blue Sage would be entitled to this sum "subject to hvo caveats: One, the - subject to, you know, any appeUate rights with respect to the ruling on summary judgment; but .. , More impmiantly, we would have a right to a setof( given our claim against them for $12 million. If the jury came back with $8 million, they would not be entitled to 1.063. We would be entitled to less than the $8 million but they would not be entitled to the 1.063." (Dec. 18, 2017 Trial Tr. at 1563; see also, Dec. 20, 2017 Trial Tr. at 1732, 1736-1738 [discussion of stipulation].) rn view of this unequivocal agreement on the record, Alfa Laval cannot now be heard to claim that "there never was a 'stipulation'." (Alfa Laval Reply Memo, on Motion to Reargue, at L) Alfa Laval also seeks reargument on "the calculation of the amount on which Alfa Laval is entitled to prejudgment interest." (Alfa Laval Memo, in Supp. of Motion to Reargue, at 2.) While Alfa Laval contends that "[t]he Court properly detennined that A.lfa Laval is entitled to prejudgment interest from July 3 t, 2012, the date on v.lhich Sellers breached their representations and \Varranties under the Purchase Agreement" (id., at 3), Alfa Laval claims that, in calculating the effect of the offset on the prejudgment interest, "the Order fails to account for the fact that the 'mutual debts' of the parties···· to the extent that the debts \Vere mutual at all - arose years apart." (Id., at 2.) In particular~ Alfa Laval claims that "[b]ecause of Sellers' various breaches, Alfa Laval was deprived of the use of $4,000,000 since July 31, 2012 and is entitled to interest on that amount at least until Sellers' entitlement to the earnout payment accrued," (kt., at 5.) Alfa Laval argues that the earnout payment "accrued" on either "December 20, 2017, the date of the verdict rejecting Blue Sage's claims, or, in the alternative, ... July 7, 2016, the date Alfa Laval's summary judgment motion was denied." (!.(L, at 2.) Alfa Laval concludes that the 650413/2014 BLUE SAGE CAPITAL, LP. vs. ALFA LAVAL U.S. HOLDING INC. 2 of 4 Page 2 of 4 [*FILED: 3] NEW YORK COUNTY CLERK 08/16/2018 04:06 PM NYSCEF DOC. NO. 381 INDEX NO. 650413/2014 RECEIVED NYSCEF: 08/16/2018 application of Blue Sag~'s oftset of $1.063 million to Alfa Laval's $4 million jury award as of the breach date ofJ uly 31, 2012 was not proper for prejudgment interest purposes. Alfa Laval did not raise this argument in its post-trial motions, In its post-trial :motions, Alfa Laval did address, as an alternative, the effect that applying the offset would have on Alfa Laval's status as the prevailing party. Thus, Alfa Laval argued that "even if the Court were to consider an Earnout Period Two payment as part of its prevailing party analysis, the result would not change. Subtracting Sellers' 'claim' to $1,063,524 for Eamout Period Two from Alfa Laval's $4,000,000 breach of contract judgment leaves Alfa Laval with a net judgment in its favor of nearly $3,000,000." (Alfa Laval Memo, in Supp. of Post~ Trial Motions, at l 0.) However, while acknowledging the possibility that the court. would apply an offset for prevailing party purposes, and despite Blue Sage's argument for the application of the "interest on the net balance nde" (Sellers' Interest and Attorney Fee Briefing, at 8), Alfa Laval's papers were devoid of any argument or analysis as to what effect the offset should have on prejudgment interest. Rather, Alfa Laval summarily argued that there was no "legal basis to deny AL statutory prejudgment interest on its full $4,000,000 judgment running from July 31, 2012." (Alfa Laval Reply Memo. on Post-Trial Motions, at 3.) Alfa Laval also opposed the $1,063,254 off<;et, claiming that it was not a "judgment or award of the type necessary to invoke the 'interest on the net balance' rule." (Id., at 3.) Alfo Laval did not undertake any discussion of how the offset would be applied if the court determined that "the interest of the net balance" rule should be followed, While Alfa Laval raises an interesting argument as to the application of the offset, that ar.t;,rument is not now properly before this court. Alfa Laval had a foll opportunity to raise the argument in its post-trial motion papers and failed to do so. A reargument motion does not 65041312014 BLUE SAGE CAPITAL, LP. vs. ALFA LAVAL U.S, HOLDING INC. 3 of 4 Page 3 of4 [*FILED: 4] NEW YORK COUNTY CLERK 08/16/2018 04:06 PM INDEX NO. 650413/2014 NYSCEF DOC. NO. 381 RECEIVED NYSCEF: 08/16/2018 "serve to provide a party an opportunity to advance arguments different from those tendered on the original application." Cfru~..:LYJs2.cht<, 68 AD2d 558, 567-568 [1st Dept 1979].) The court accordingly declines to entertain Alfa Laval's new theory on this motion, and adheres to its Prior Decision regarding the award of prejudgment interest It is hereby ORDERED that the motion of Alfa Laval U.S. Holding Inc. for leave to reargue is granted and, upon reargument, the court adheres to its decision and order dated April 3, 2018. ..··· ., \ /<·)' . .•/···>,::y ,'} ' DATE ..............., ......~ APPLICATION; CHECK IF APf'ROPR!ATE: /.. i'i // ,/ --"-""::~."-~:i~~~~~~i~i~ni~~~~:1~~'.~:~!~:±:L::::::"""···- ·""'~""""'"~!.1.~{.?_9J~------------------- CHECK ONE: ......) ... -. .... I x I CASE DISPOSED [J r»»'.'.'.»l NON-FINAL DlS~O{ITION/ L-.-.J GRANTED i SETTLE ORDER r_-_-_-_-_J SUBM1T ORDER 1NCLUOES TRANSFERfREASS1GN j___ ____ _j FIDUCIARY APPOINTMENT i t-.-.J DENIED ~ X ! GRANTED 1N PART 650413/2014 BLUE SAGE CAPITAL, L.P. vs. ALFA LAVAL U.S. HOLDING !NC. 4 of 4 D D OTHER REFERENCE Page4 of 4

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