United States District Court, E.D. Louisiana
ORDER AND REASONS
Posigen, Inc. et al filed a motion for partial summary
judgment on damages. Rec. Doc. 95. Plaintiffs filed a
response in opposition, and a second response in opposition
upon the Court's continuance of the submission deadline.
Rec. Doc. 159, Rec. Docs. 186. Defendants sought, and were
granted, leave to file a reply. Rec. Doc. 180.
reasons discussed below, IT IS ORDERED that
defendants' motion for partial summary judgment on
damages is GRANTED in part and
DENIED in part.
BACKGROUND AND PROCEDURAL HISTORY
case arises from an employment contract dispute between
plaintiff Logan Landry and defendants PosiGen Inc, et al over
whether defendants PosiGen violated plaintiff Landry's
employment contract by failing to pay him bonuses, award
stock options, and forcing him to commute to New Orleans for
work. In their amended complaint, plaintiffs bring federal
Racketeer Influenced and Corrupt Organizations (RICO) claims
against defendants, alleging that defendant Thomas Neyhart,
owner, president, and director of PosiGen of Louisiana LLC,
has been running a number of fraud schemes involving
submitting false tax credit requests to the federal
government, fraudulently inducing BLG to sell its customer
lists and assets to PosiGen La, and forcing Landry to
participate in the tax credit fraud scheme. Rec. Doc. 12. The
facts of defendants' alleged scheme are laid out in
greater detail in an earlier Order and Reasons issued by this
Court and are incorporated by reference here. Rec. Doc. 54.
Court previously granted in part and denied in part
defendants' motion to dismiss the amended complaint. Rec.
Doc. 29. Among other things, this Court held that plaintiffs
could not base their breach of contract claim on unpaid
bonuses as Landry's written employment contract did not
obligate defendants to pay him bonuses. Rec. Doc. 54 at 17.
filed the instant motion for partial summary judgment on
damages, arguing that plaintiffs were not entitled to recover
certain categories of damages sought in their complaint.
Specifically, defendants assert that the following categories
of damages sought by plaintiffs should be denied: 1) over $4
million for the value of BLG assets lost when plaintiffs were
fraudulently induced by Neyhart to sell BLG's assets to
PosiGen LA for $244, 975.05; 2) approximately $120, 000 for
the amount in stock options/bonuses that PosiGen LA never
paid to Landry as part of the fraudulently induced agreements
that plaintiffs entered into; 3) $16, 000 or the equivalent
of enough Delta Sky Miles to cover the average mileage cost
of (2) first class tickets, or 200, 000 miles; 4) severe
emotional distress caused by having to commute from Houma,
Louisiana to New Orleans, Louisiana for work; and 5)
attorney's fees. Rec. Doc. 95 at 2. In support of their
motion, Defendants argue that plaintiffs have no evidence to
prove that BLG's assets were worth more than what PosiGen
paid for them and that BLG and PosiGen LA have already
settled all disputes relating to the value of the assets.
Id. Defendants also assert that plaintiffs are not
entitled to recover unpaid bonuses, attorney's fees, or
emotional distress damages as a matter of law. Id.
at 2-3. Finally, defendants aver that plaintiffs do not have
a legal basis to recover the value of any Delta Sky Miles.
Id. at 2.
oppose defendants' motion for summary judgment, asserting
that there is sufficient evidence in the record to
demonstrate that genuinely disputed material facts exist as
to whether defendants paid less than fair market value for
BLG's assets. Rec. Doc. 186 at 9-12. Plaintiffs also
assert that they are entitled to recover the value of unpaid
bonuses, unpaid Delta Sky Miles, attorney's fees and
non-pecuniary damages such as for emotional distress or
mental anguish. Id. at 12-21.
seek summary judgment declaring that plaintiffs are not
entitled to recover the following categories of damages: 1)
the value of BLG assets plaintiffs allege they lost when the
assets were allegedly sold below market value to PosiGen La;
2) the value of bonuses that plaintiffs allege PosiGen La did
not pay to plaintiffs; 3) the value of Delta Sky Miles
plaintiffs allege they are owed; 4) damages for emotional
distress; and 5) attorney's fees for plaintiff's
breach of contract or detrimental reliance claims. Rec. Doc.
95 at 2.
defendants assert that plaintiffs are not entitled to recover
damages relating to the alleged underpayment of BLG's
assets because plaintiffs have no evidence to prove that the
amount PosiGen paid for BLG's assets was below market
value. Rec. Doc. 95-1 at 3. Defendants state that plaintiffs
have not specified the amount by which PosiGen allegedly
underpaid for any particular asset and the expert report
provided by plaintiffs is not relevant to this question as it
does not provide a valuation of BLG's assets. Rec. Docs.
85-1 at 4, 180 at 2. Additionally, defendants state that BLG
and PosiGen La have already agreed to settle all claims
relating to the Asset Purchase Agreement (APA), and that
plaintiffs are barred from seeking to recover money for the
assets as they have not sought to set aside either the APA or
the Settlement Agreement. Rec. Doc. 95-1 at 5.
defendants argue that plaintiffs are not entitled to recover
any amount for unpaid bonuses as a matter of law because of
this Court's Order and Reasons dismissing plaintiffs'
claim for unpaid bonuses. Id. Defendants state that
because this Court has already determined that defendants
were not contractually obligated to pay Landry bonuses, it
should now declare that plaintiffs are not entitled to
recover the amount of any allegedly unpaid bonuses as a
matter of law. Id. at 6.
defendants argue that plaintiffs do not have a legal claim
for recovery of the value of any Delta Sky Miles because the
Amended Complaint states that defendants never confirmed an
arrangement to provide Landry with the miles and therefore no
defendant was obliged to give him any Delta Sky Miles.
defendants assert that plaintiffs are not entitled to recover
attorneys' fees because a plaintiff is not legally
entitled to attorney's fees for breach of contract and
detrimental reliance claims unless they are provided by the
contract or a statute. Id. at 7. Because
Landry's employment agreement with PosiGen La does not
provide for him to recovery attorney's fees and there is
no statutory basis for the recovery of attorney's fees,