United States District Court, M.D. Louisiana
BRIGGS MEDICAL SERVICE CO.
RULING AND ORDER
A. JACKSON, UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF
the Court is the Motion to Reopen Case and Enforce
Settlement Agreement and to Award Attorneys'
Fees and Costs (Doc. 19), filed by
Plaintiff, Briggs Medical Service Company
("Briggs"). Plaintiff alleges that Defendant,
Amedysis, Inc. ("Amedysis"), failed to honor the
settlement agreement and that it is entitled to money damages
and attorneys' fees. For the following reasons, the
motion is GRANTED IN PART and DENIED
sells and licenses medical recordkeeping and compliance
support systems to the healthcare industry. (Doc. 1 at ¶
8). Amedysis is a nationwide home health care agency that
previously used Briggs' products. (Id. at
¶¶ 5, 16). Briggs's systems are proprietary: it
holds numerous copyrights on its recordkeeping systems.
(Id. at ¶ 10, 12). In 2004,
Briggs and Amedysis entered into a contract (the
"Contract"), in which Briggs agreed to supply
Amedysis with its copyrighted materials for recordkeeping and
compliance purposes. (Id. at 16).
Contract expired on August 31, 2007, when negotiations for an
extension failed. (Id. at ¶¶ 20-21).
Amedysis claimed that it had developed its own internal
recordkeeping and compliance software, and as a result, no
longer needed Briggs's system. Subsequently, Briggs sued,
alleging that Amedysis incorporated its copyrighted material
into its internal system. (Id. at ¶ 34).
August 14, 2009, upon notice that the parties had reached a
settlement agreement (the "Settlement"), the Court
entered an order dismissing this action with prejudice, but
it retained jurisdiction over the matter and the parties to
enforce the settlement agreement. (Doc. 18). Three provisions
of the Settlement, which has been amended four times (Doc.
19-2 at ¶¶ 4), are relevant to the instant motion.
First, Amedysis had to provide Briggs with a copy of itsis
internal system on November 1, 2016 and November 1, 2017 to
ensure that its internal system no longer infringed on
Brigg's system. (Doe, 23 at p. 10). Second, Amedysis
would have until November 1, 2016 to implement all of the
changes to its system. (Id. at p. 9). Third,
Amedysis would pay Briggs $35, 000 a month from January 2016
to October 2016 for continued use of Brigg's materials.
(Id. at p. 10).
in 2015, Amedysis decided to discontinue their internal
system and instead licensed a system from a third party.
(Doc. 25-1 at ¶¶ 6-7). Although Amedysis claims
that it intended to completely switch over to the third-party
system by November 2016, Amedysis realized that its internal
system was used for some patients until June 28, 2017.
(Id. at ¶¶ 7-8).
7, 2017, Briggs filed the instant motion to reopen the case
and enforce the settlement agreement. (Doc. 19).
"district court has inherent power to recognize,
encourage, and when necessary enforce settlement agreements
reached by the parties." Bell v. Schexnayder,
36 F.3d 447, 449 (5th Cir. 1994). When exercising its
enforcement power, a court applies "principles of state
of state law applicable to contracts generally."
Lockette v. Greyhound Lines, Inc., 817 F.2d 1182,
1185 (5th Cir. 1987) (citation omitted). The parties agree
that Louisiana law applies to the Settlement. (Doc. 23 at
§ 17); see also Celtic Marine Corp. v. James C.
Justice Cos., Inc., 760 F.3d 477, 481 (5th Cir. 2014)
(deferring to parties' choice of Louisiana law in a
settlement agreement). Under Louisiana law, "[a]
settlement agreement is a contract, " meaning
"[t]he rules of construction applicable to contracts are
therefore used." Celtic Marine Corp., 760 F.3d
the terms of a contract are unambiguous and lead to no absurd
consequences, [a court] interpret[s] them as a matter of
law." Boudreaux v. Transocean Deepwater, Inc.,
641 Fed.Appx. 328, 332 (5th Cir. 2016) (unpublished)
(applying Louisiana law). However, "when the terms of a
written contract are susceptible to more than one
interpretation, or there is uncertainty or ambiguity as to
its provisions, or the intent of the parties cannot be
ascertained from the language employed, parol evidence is
admissible to clarify the ambiguity and to show the intention
of the parties." Dixie Campers, Inc. v. Vesely
Co., 398 So.2d 1087, 1089 (La. 1981). If a contract is
silent regarding a particular situation, the court may
consider "whatever the law, equity, or usage regards as
implied in a contract of that kind or necessary for the
contract to achieve its purpose." La. Civ. Code art.
2054. Under Louisiana law, "the general purpose of
contract damages is not to punish breaching parties or enrich
non-breaching parties, but rather to produce the same result
as would have occurred if there was no breach." In
re Bankston, 749 F.3d 399, 403 (5th Cir. 2014).
seeks (1) specific performance to turn over Amedysis's
internal system, and (2) damages in the amount of $35, 000 a
month for ...