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Shopf v. Griggers

United States District Court, E.D. Louisiana

March 23, 2018


         SECTION: "A" (2)



         The following motions are before the Court: Rule 59 Motion to Amend or Alter Judgment and/or for Reconsideration or New Trial (Rec. Doc. 30) filed by plaintiff Judith Shopf; Motion for Leave to Amend Complaint (Rec. Doc. 38) filed by plaintiff Judith Shopf. Defendants Ruth's Hospitality Group, Inc., Ruth's Chris Steak House Franchise, LLC. (collectively “the Ruth's Defendants”), Larry Griggers, RC Management Holdings, LLC, Ryan Rans, Kristy Rans, Griggers Family, LP, Susan Sapp, Peggy Baltz, Kelly Griggers, and Stephany Griggers (at times collectively “the Griggers Defendants”) oppose both motions. The motions, noticed for submission on February 21, 2018 and March 14, 2018, are before the Court on the briefs without oral argument.[1]

         For the reasons that follow, both motions are DENIED.


         Plaintiff seeks reconsideration of two dispositive rulings that the Court entered on January 4, 2018 (Rec. Docs. 27, 28). That same day the Court entered a final judgment in favor of all defendants. (Rec. Doc. 29). The rulings derived from separate motions to dismiss filed by the Griggers Defendants and the Ruth's Defendants. In one ruling, the Court dismissed all claims against the Griggers Defendants without prejudice due to lack of personal jurisdiction. (Rec. Doc. 27). In the other ruling, the Court dismissed all claims against the Ruth's Defendants with prejudice for failure to state a claim. (Rec. Doc. 28).

         The Rule 59 motion was filed on February 1, 2018, and is therefore timely. See Fed. R. Civ. Pro. 59(e) (“A motion to alter or amend a judgment must be filed no later than 28 days after the entry of the judgment.”).

         The Motion for Leave to Amend was filed on February 22, 2018, which was two days after Plaintiff sought leave to file a reply in support of her Rule 59 motion, ten days after all defendants had filed their oppositions to the Rule 59 motion, fifty days after the entry of a final judgment, and nearly four months after the first motion to dismiss was filed.[2]

         A Rule 59(e) motion “calls into question the correctness of a judgment.” Templet v. HydroChem Inc., 367 F.3d 473, 478-79 (5th Cir. 2004) (quoting In re Transtexas Gas Corp., 303 F.3d 571, 581 (5th Cir.2002)). Such a motion is not the proper vehicle for rehashing evidence, legal theories, or arguments that could have been offered or raised before the entry of judgment. Id. (citing Simon v. United States, 891 F.2d 1154, 1159 (5th Cir.1990)). Rather, Rule 59(e) “serve[s] the narrow purpose of allowing a party to correct manifest errors of law or fact or to present newly discovered evidence.” Id. (quoting Waltman v. Int'l Paper Co., 875 F.2d 468, 473 (5th Cir.1989)). Reconsideration of a judgment after its entry is an extraordinary remedy that should be used sparingly. Id. (citing Clancy v. Emp. Health Ins. Co., 101 F.Supp.2d 463, 465 (E.D. La.2000) (Clement, J.)).

         While Federal Rule of Civil Procedure 15(a) endows a district court with “virtually unlimited discretion” to allow amendments before entry of judgment, that discretion narrows considerably after entry of judgment. Vielma v. Eureka Co., 218 F.3d 458, 468 (5th Cir. 2000) (quoting 6 Wright, Miller, & Kane, Federal Practice and Procedure § 1489 (2d ed. 1990 & Supp.1999)). Post-judgment amendment to a complaint can only occur once the judgment itself is vacated under either Rule 59 or 60. Id. Denial of leave to amend a complaint after judgment is appropriate “where the party seeking to amend has not clearly established that he could not reasonably have raised the new matter prior to the trial court's merits ruling, ” or “when the moving party had an opportunity to assert the amendment during trial but waited until after judgment before requesting leave.” Id. (quoting Briddle v. Scott, 63 F.3d 364, 380 (5th Cir. 1995); Wright, et al., § 1489).


         Plaintiff asserts that the Court's ruling that the Griggers Defendants are not subject to personal jurisdiction in Louisiana is based on a manifestly erroneous application of the rules governing specific personal jurisdiction. Plaintiff argues that the Court's analysis fails to properly apply the effects test of Calder v. Jones, 465 U.S. 783 (1984), fails to recognize that a single act can support personal jurisdiction, Wien Air Alaska, Inc. v. Brandt, 195 F.3d 208 (5th Cir. 1999), and relies too heavily on Walden v. Fiore, 134 S.Ct. 1115 (2014).

         By way of background, this action arose out of the sale of shares in four companies that franchise Ruth's Chris Steakhouse Restaurants in Missouri (one restaurant) and Indiana (three restaurants). Plaintiff is a passive investor in the businesses. The four contracts that govern the ownership interests in the restaurant companies each include two sections that govern should a shareholder wish to sell any of his shares. First, the shareholder must deliver written notice of the proposed sale to the other shareholders and the notice must specify inter alia the consideration per share that the buyer is offering. (Rec. Doc. 1-1 at 16 (ex.: Palomar Indy § 1.3)). Then, the contracts provide the existing shareholders a first option right to purchase the shares for the same consideration/terms/conditions specified in the notice. (Rec. Doc. 1-1 at 16 (ex.: Palomar Indy § 1.4)).

         Plaintiff alleges that the Griggers Defendants acted in concert to defeat her contractual right of first refusal by lying to her about the price that Ryan Rans was willing to pay to purchase the shares thereby pricing the shares out of her financial reach. Plaintiff claims that Defendants' conduct gives ...

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