Opinion
Civil Action No. 1:05-cv-1501-GET.
August 4, 2006
ORDER
The above-styled matter is presently before the court on plaintiff's motion for reconsideration [docket no. 114] of this court's June 16, 2006 order, which denied plaintiff's motion to add Guidant Corporation ("Guidant") and Guidant Sales Corporation ("GSC") as defendants.
Plaintiff filed the instant action on May 12, 2005, in Fulton County Superior Court, asserting breach of contract claims against Sulzer Intermedics, Intermedics, and Zimmer Holdings. On June 8, 2005, Zimmer Holdings removed this case pursuant to 42 U.S.C. §§ 1332, 1441(a). Zimmer Holdings attached defendant Intermedics' consent to the removal, and a notice of the corporate dissolution of Sulzer Intermedics. On November 3, 2005, this court entered a consent order adding Zimmer, Inc. ("Zimmer") as a party defendant, and dismissing Zimmer Holdings, Inc. without prejudice. On February 28, 2006, plaintiff filed a motion to add Guidant and GSC as party defendants. On April 6, 2006, defendant Intermedics filed a motion for leave to file sur-reply. On June 16, 2006, this court entered an order denying plaintiff's motion to add Guidant and GSC. In the order, the court granted plaintiff's motion for leave to file sur-reply as unopposed. On June 21, 2006, plaintiff filed a motion for reconsideration of the June 16, 2006 order.
Background
Plaintiff is seeking to recover installment payments that it receives pursuant to an Asset Purchase Agreement ("CMI Agreement"), which it contends were miscalculated. Plaintiff and Sulzer Intermedics, Inc. are parties to the CMI Agreement. At the time the CMI Agreement was signed, Sulzer Medica owned Sulzer Intermedics, Inc. Sulzer Medica sold Sulzer Intermedics, which was re-named Intermedics, to Guidant in a contract dated September 20, 1998 ("the Guidant contract.") Intermedics is currently a wholly owned subsidiary of Guidant. Guidant provides Sulzer Medica's successor, Zimmer, with the information on sales on which the payments are based, as well as the statement of such sales and the calculation of the amount due to plaintiff. In the motion to add that was the subject of the June 16, 2006 order, plaintiff sought to add Guidant and GSC as defendants.
Standard
A motion for reconsideration should be filed only when, after careful consideration, it is deemed "absolutely necessary" by the movant. LR 7.2E, NDGa. Such a motion may not be employed as a vehicle to tender new legal theories or to introduce new evidence that could have been presented in conjunction with the previously filed motion or response. Rather, motions for reconsideration serve the limited purpose of correcting manifest errors of law or fact, or in certain instances, calling newly discovered evidence to the court's attention. Thus, the court is willing to reconsider a prior ruling on an issue in the face of new mandatory authority.
Discussion
Plaintiff argues in its motion for reconsideration that the court mistakenly failed to consider plaintiff's timely-filed opposition to Intermedics' motion for leave to file a sur-reply. Plaintiff filed its opposition on April 10, 2006, four days after Intermedics filed a motion to file a sur-reply. Therefore, the response was filed timely and the court erred in granting the motion for leave to file surreply as unopposed. However, plaintiff's motion to reconsider is only "absolutely necessary" if the error would have changed the outcome of the court's decision.
The court has reviewed plaintiff's response to the motion for leave to file sur-reply. In it, plaintiff argues that there is no need for a sur-reply in the instant matter, but that if the court considers Intermedics' sur-reply, plaintiff should be granted leave to file a rebuttal. Although plaintiff has raised new arguments in its motion for reconsideration, a motion for reconsideration is not a vehicle to tender new legal theories or to introduce new evidence that could have been presented in conjunction with the previously filed motion or response. Rather, motions for reconsideration serve the limited purpose of correcting manifest errors of law. Accordingly, the court will only address the arguments necessary to correct the court's error.
As plaintiff points out, the court explicitly states that it considered Intermedics' sur-reply in deciding the motion to amend. However, plaintiff has not shown any reference to or reliance by the court on any arguments raised in the sur-reply. After reviewing the sur-reply and the June 16, 2006 order, the court also cannot find any reliance upon arguments raised in the sur-reply.
The court denied plaintiff's motion to add Guidant and GSC as parties based on a lack of privity. Specifically, the court found that Guidant and GSC were not parties to the CMI Agreement, and CMI was not party to the Guidant contract. In the sur-reply, Intermedics addressed Guidant's assumption of the CMI Agreement in the Guidant contract, consideration of David Wise's testimony in construing the effect of the Guidant contract, and the effect of the indemnification provision in the Guidant contract. The court found that "plaintiff's arguments that the Guidant contract obligates Guidant and GSC on the CMI Agreement must fail because plaintiff cannot enforce obligations under the Guidant contract; neither plaintiff nor GSC signed it." Therefore, the court did not interpret any language from the Guidant contract or consider the purpose of the Guidant contract in reaching its decision. In fact, the only portion of the Guidant contract referenced by the court was the signatory page by implication, when it stated that neither plaintiff nor GSC had signed the Guidant contract. Consequently, the court did not reach or rely upon any of the arguments contained in the sur-reply.
Further, after reviewing plaintiff's motion to add, Intermedics' response, and plaintiff's reply, it is clear that the court's decision was based only upon the arguments raised therein. Intermedics argued in its response to the motion to add that "there is no evidence to suggest that as a result of the 1999 transaction in which Guidant acquired Intermedics that either Guidant or GSC assumed the contractual obligations of Intermedics to CMI." It further argued that "CMI blatantly ignores the undisputed fact that there is no contractual privity between CMI and Guidant or GSC." Plaintiff specifically responded in its reply to the motion to add that the Guidant contract provided for liability. It attached the entire Guidant contract to its reply brief, including the signature page showing that CMI was not party to the contract. The court found only that the parties lacked privity and that, therefore, plaintiff could not enforce any obligations raised under the Guidant contract. Thus, the court did not consider any further arguments based on language in the Guidant contract. Consequently, the June 26, 2006 order was based solely on the motion to add, response and reply.
Because plaintiff correctly points out that the court erroneously granted Intermedics' motion for leave to file sur-reply as unopposed, plaintiff's motion for reconsideration [docket no. 114] is hereby GRANTED. The portion of this court's June 26, 2006 order [docket no. 101] granting Intermedics' motion for leave to file sur-reply [docket no. 71] is hereby VACATED. Intermedics' motion for leave to file sur-reply [docket no. 71] is hereby DENIED. Because the court relied upon none of the arguments set forth in the sur-reply, the denial of Intermedics' motion for leave to file sur-reply does not require alteration of the portions of the June 16, 2006 order concerning plaintiff's motion to add Guidant and GSC. Accordingly, the court adheres to the ruling on plaintiff's motion to add Guidant Corporation and GSC set forth in its June 16, 2006 order [docket no. 101]. Plaintiff's motion to add Guidant and GSC [docket no. 53] is hereby DENIED.
Summary
Plaintiff's motion for reconsideration [docket no. 114] is hereby GRANTED. The portion of this court's June 26, 2006 order [docket no. 101] granting Intermedics' motion for leave to file sur-reply [docket no. 71] is VACATED. Intermedics' motion for leave to file sur-reply [docket no. 71] is hereby DENIED. The court adheres to the ruling on plaintiff's motion to add Guidant Corporation and GSC set forth in its June 16, 2006 order [docket no. 101]. Plaintiff's motion to add Guidant and GSC [docket no. 53] is hereby DENIED.
SO ORDERED.