Opinion
01 Civ. 9468 (RWS).
August 18, 2004
WOLF, BLOCK, SCHORR and SOLIS-COHEN, New York, NY, KENNETH G. ROBERTS, ESQ., JARRETT M. BEHAR, ESQ., Of Counsel, Attorneys for Plaintiff.
SHAPIRO MITCHELL FORMAN ALLEN MILLER, New York, NY, MICHAEL C. MILLER, ESQ., YORAM J. MILLER, ESQ., Of Counsel, Attorneys for Defendants Insead and Insead Online.
OPINION
Defendants Insead and Insead Online (collectively, "Insead") have moved, pursuant to Local Rule 6.3 of the Local Civil Rules of the United States District Courts for the Southern and Eastern Districts of New York, for partial reconsideration of the opinion and order of this Court entered on April 7, 2004, Economist's Advocate v. Cognitive Arts, No. 01 Civ. 9468 (RWS), 2004 WL 728874 (S.D.N.Y. Apr. 6, 2004) (the "Opinion"), familiarity with which is assumed. Insead moves for reconsideration to the extent that the Opinion held that the quantum meruit and unjust enrichment claims of Plaintiff Economist's Advocate, LLC ("EA") were not barred by the joint venture agreement between EA (through its founder Matthew Krepps ("Krepps")) and Defendant Cognitive Arts Corp. ("Cognitive Arts") executed on or about September 4, 2000 (the "Joint Venture Agreement" or the "Agreement"). The motion is denied, as the grounds for reconsideration have not been established.
Local Civil Rule 6.3 provides that parties may file motions for reconsideration of the Court's decisions, accompanied by memoranda that set forth "the matters or controlling decisions which counsel believes the court has overlooked." Local Civ. R. 6.3. A motion for reconsideration under Local Civil Rule 6.3, like a motion to alter or amend a judgment under Rule 59(e), Fed.R.Civ.P., "is appropriate where a court overlooks `controlling decisions or factual matters that were put before it on the underlying motion . . . and which, had they been considered, might have reasonably altered the result before the court.'"Banco de Seguros Del Estado v. Mut. Marine Offices, Inc., 230 F. Supp. 2d 427, 428 (S.D.N.Y. 2002) (quoting Range Rd. Music, Inc. v. Music Sales Corp., 90 F. Supp. 2d 390, 392 (S.D.N.Y. 2000)) (internal quotation marks and citation omitted); see also Shrader v. CSX Transp., Inc., 70 F.3d 255, 257 (2d Cir. 1995) ("[R]econsideration will generally be denied unless the moving party can point to controlling decisions or data that the court overlooked — matters, in other words, that might reasonably be expected to alter the conclusion reached by the court.");Word v. Croce, No. 01 Civ. 9614 (LTS), 2004 WL 434038, at *2 (S.D.N.Y. Mar. 9, 2004). In addition, reconsideration "`may be granted to correct clear error, prevent manifest injustice or review the court's decision in light of the availability of new evidence.'" Word, 2004 WL 434038, at *2 (quoting Parrish v. Sollecito, 253 F. Supp. 2d 713, 715 (S.D.N.Y. 2003)); accord Williams v. New York City Dep't of Corr., 219 F.R.D. 78, 83 (S.D.N.Y. 2003).
A motion for reconsideration is not an appropriate vehicle for a party dissatisfied with a court's ruling to secure a rehearing on the merits with respect to issues already decided, see USA Certified Merchants, LLC v. Koebel, 273 F. Supp. 2d 501, 503 (S.D.N.Y. 2003); Parrish, 253 F. Supp. 2d at 715; Griffin Indus., Inc. v. Petrojam, Ltd., 72 F. Supp. 2d 365, 368 (S.D.N.Y. 1999), or the Joint Venture Agreement. See Opinion, 2004 WL 728874, at *10 (rejecting Insead's arguments on the grounds, inter alia, that the Joint Venture Agreement "does not address the provision of services to and compensation by outside entities, such as Insead" and noting that Insead was not a signatory to the Agreement, which was solely between EA and Cognitive Arts). Specifically, Insead contends that this Court overlooked the terms of the Joint Venture Agreement and overlooked the rule set forth in Bellino Schwartz Padob Advertising, Inc. v. Solaris Marketing Group, Inc., 222 A.D.2d 313, 635 N.Y.S. 2d 587 (N.Y.App.Div. 1st Dep't 1995), namely that a plaintiff may not recover in quasi-contract from the parties to a contract or third parties where the contract "governs the subject matter of the plaintiff's claim." Bellino Schwartz, 222 A.D.2d at 313, 635 N.Y.S.2d at 588; see also Vitale v. Steinberg, 307 A.D.2d 107, 111, 764 N.Y.S.2d 236, 239 (N.Y.App.Div. 1st Dep't 2003) (dismissing an unjust enrichment claim against the officers and directors of the plaintiff's former employer because the existence of "an express contract governing the subject matter of plaintiff's claims . . . bars the unjust enrichment cause of action as against the individual defendants, notwithstanding the fact that they were not signatories to that agreement"); Feigen v. Advance Capital Management Corp., 150 A.D.2d 281, 283, 541 N.Y.S.2d 797, 799 (N.Y.App.Div. 1st Dep't 1989) (dismissing an unjust enrichment claim against individual defendants who had contracted with the plaintiffs to identify acquisition opportunities via one entity and then structured an acquisition through a different entity, because "[t]he existence of a valid and enforceable written contract governing a particular subject matter ordinarily precludes recovery in quasi-contract for events arising out of the same subject matter."), leave dismissed in part, denied in part, 74 N.Y.2d 874, 547 N.Y.S.2d 840, 547 N.E.2d 95 (N.Y. 1989).
Insead cited to Bellino Schwartz in both is moving papers and its reply papers on its motion for summary judgment addressed in the Opinion.
Insead further argues that, at minimum, the terms of the Joint Venture Agreement are ambiguous and, hence, create factual issues "which require the Court to reverse its holding that [EA's] quasi — contractual claims do not arise from the subject matter of that agreement." (Insead Reply Mem. at 4 n. 3.) As Insead appears to have made no argument concerning the purported ambiguity of the terms of the Agreement in its motion for summary judgment — and even now points to no specific terms it considers ambiguous — this contention may not be addressed in the context of the instant motion for reconsideration.
The issues, facts and legal arguments identified by Insead were considered and, to the extent relevant, discussed in the Opinion. Contrary to Insead's suggestion, the Opinion does not overlook the terms of the Joint Venture Agreement but, instead, explicitly observes that those terms cover "the internal operations and financial structure of the joint venture" and do not address "the provision of services to and compensation by outside entities, such as Insead." Opinion, 2004 WL 728874, at *10; see also id. at *2 (setting forth the terms of the Joint Venture Agreement based on the parties' Local Rule 56.1 statements and supporting materials). As the principle stated in Bellino Schwartz only applies where an express contract governs the same subject matter as a plaintiff's quasi-contractual claims and the Opinion concluded that the Joint Venture Agreement did not cover the subject matter of EA'squantum meruit and unjust enrichment claims, there was no need to venture past this conclusion to consider the Bellino Schwartz rule.
In light of the foregoing, Insead's motion for reconsideration is denied, as the grounds for reconsideration have not been established.
It is so ordered.