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Summit Properties International, LLC v. & Ladies Professional Golf Association

December 6, 2010

SUMMIT PROPERTIES INTERNATIONAL, LLC,
PLAINTIFF,
v.
& LADIES PROFESSIONAL GOLF ASSOCIATION, DEFENDANT.



The opinion of the court was delivered by: Sand, J.

ORDER

MEMORANDUM

Plaintiff Summit Properties International, LLC ("Summit") was the exclusive licensing agent for Defendant Ladies Professional Golf Association ("LPGA") from 1999 until 2006. In 2006, LPGA terminated the relationship with Summit. Summit filed this diversity action for breach of contract on November 16, 2007. On May 22, 2009, both Summit and LPGA filed motions for partial summary judgment; LPGA also filed four motions in limine. On June 14, 2010, this Court granted Summit's motion for partial summary judgment in its entirety and granted in part LPGA's motion for partial summary judgment, rendering LPGA's motions in limine moot. On August 20, 2010, LPGA filed three new motions in limine.

For the reasons stated below, LPGA's motions in limine are granted in part, and dismissed in part as moot.

I.BACKGROUND

The facts of this case are fully recited in this Court's Memorandum and Order dated June 14, 2010. Summit Properties Intern., LLC v. Ladies Professional Golf Ass'n, No. 07 Civ. 10407 (LBS), 2010 WL 2382405 (S.D.N.Y. June 14, 2010). A brief outline of the facts and procedural history follows.

In 1999, Summit and LPGA entered into a Representation Agreement, which appointed Summit as the exclusive licensing representative of LPGA and its trademarks outside of the United States. In 2002, the parties executed the Amended and Restated Representation Agreement, which expanded Summit's role to include the United States. Singer Dec., Ex. C ("Agreement"). Summit was required to pay LPGA annual payments ("Guarantees") regardless of the royalties Summit collected from licensees. Def. 56.1 ¶2. These payments ensured that LPGA would receive a minimum amount of revenue. In its tail provisions, the Agreement also provided that upon its termination or expiration, Summit would continue to receive royalties for a period of three years, and 30% of such amounts for one additional year thereafter. Agreement ¶15.

On June 2, 2006, LPGA sent Summit a notice that it was terminating Summit as its exclusive licensing representative due to alleged breaches. Def. 56.1 ¶26. Summit rejected the notice and sent LPGA a notice in September 2006 extending the Agreement. Pl. 56.1 ¶28. Summit did not pay LPGA any Guarantee payments after June 2, 2006. Def. Response to Pl. 56.1 ¶30. As of December 31, 2005, Summit had collected $1,543,741.31 in royalties under the Agreement, and paid LPGA $1,700,000 in Guarantees. Pl. 56.1 ¶¶17--18. Summit had received $541,540.69 in post-2005 royalties as of May 22, 2009. Pl. 56.1 ¶20.

Summit filed the instant suit on November 16, 2007, alleging breach of contract and unjust enrichment, and seeking damages of not less than $5 million, a declaratory judgment, and an injunction forbidding LPGA from further breach of the Agreement. Compl. ¶¶9--83. In its Answer filed on January 14, 2008, LPGA filed five counterclaims alleging breach of contract, breach of fiduciary duty, conversion, money had and received, and tortious interference with business relations. Answer ¶¶66--93. Summit alleged that LPGA had interfered with a deal between Summit and Golfsmith, a potential licensee. Pl. Mem. Opp. Def. Mtn. Sum. J. at 12, 22.

At summary judgment, this Court dismissed Summit's claim for breach of contract as to lost profits, and precluded Summit from seeking any damages relating to the possible Golfsmith deal. Summit v. LPGA, 2010 WL 2382405 at *4--5. LPGA argued that Summit was precluded from recovering post-termination royalties; the Court ruled that the Agreement between the parties ended no later than December 31, 2006, and that Summit was entitled to post-termination royalties pursuant to the tail provisions in the Agreement. Id. at *5. The Court also denied Summit's requests for a declaratory judgment and a permanent injunction preventing LPGA from using its own trademark. Id. at *6. Summit moved for partial summary judgment on three of LPGA's counterclaims: breach of fiduciary duty, conversion, and money had and received. The Court granted Summit's motion and dismissed the three counterclaims. Id. at *7--9.

II.DISCUSSION

LPGA's first two motions in limine seek to bar Summit from offering evidence or arguments regarding theories of (1) restitution damages and (2) reliance damages. LPGA argues that even if breach is assumed, Summit cannot recover on these theories of damages as a matter of law, obviating the need for a trial. Should the Court allow Summit to proceed on these theories, LPGA's third motion in limine requests that Summit be precluded from introducing certain evidence on expenses it allegedly incurred, because of the prejudicial effect of Summit's alleged failure to provide complete discovery on this issue.

A.Legal Standard

"Although the Federal Rules of Evidence do not explicitly authorize in limine rulings, the practice has developed pursuant to the district court's inherent authority to manage the course of trials." Luce v. United States, 469 U.S. 38, 41 n.4 (1984). Courts "have entertained such motions on the eve of trial as procedural devices designed to narrow the issues to be presented to the jury." In re Methyl Tertiary Butyl Ether Prods. Liab. Litig., 517 F. Supp. 2d 662, 667 (S.D.N.Y. 2007) (internal citation and quotation marks omitted). Motions in limine are appropriate for evidentiary or "purely legal . . . non-record dependent ...


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