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WEH Magic Valley Holdings, LLC v. EIH Parent, LLC

United States District Court, D. Montana, Helena Division

June 7, 2017

WEH Magic Valley Holdings, LLC, a limited liability corporation, Plaintiff,
v.
EIH Parent, LLC, a limited liability company and James Carkulis, an individual, Defendants.

          MEMORANDUM

          SAM E. HADDON United States District Judge.

         Background

         On January 18, 2017, the Court conducted a hearing on Defendants' Motion to Dismiss Counts I (In Part), and II through V of Plaintiff s Second Amended Complaint and to Dismiss James Carkulis.[1] Upon determination that resolution of the motion was premature, ruling was deferred. An amended scheduling order to permit the parties to address the several unresolved issues was entered:

Discovery closes:

Discovery motions, with supporting briefs, shall be filed no later than 10 days following the moving party's compliance with Fed.R.Civ.P. 26(c)(1) and 37(a)(1).

March 17. 2017

All pretrial motions, other than discovery motions, shall be filed and fully briefed on or before:

May 12. 2017

An attorney's conference to discuss the final pretrial order preparation on or before:

June 30. 2017

Proposed final pretrial order on or before:

July 14. 2017[2]

         The parties were also directed at the January 18, 2017, hearing to: (1) brief certain specific issues outlined by the Court; (2) stipulate to the content and file the complete text of the Purchase and Sale Agreement ("PSA"); and (3) for the Court to be notified if the parties did not fully agree upon content of the PSA to be filed.

         On March 14, 2017, a Stipulation Re: Contents of Contract[3] was filed in which the Court was informed that the parties had not reached agreement upon content of the contract and that an issue remained unresolved as to whether certain documents held in a virtual file-sharing platform, identified in the Agreement as the "Data Room, " were, or were not, a part of the PSA.

         Issues for Resolution

         Additional motions filed after the January 18, 2017, hearing were: (1) Plaintiffs Notice of Dispute Re: Full Contents of Contract and Motion for Judicial Determination;[4] and (2) Plaintiffs Motion in Limine to Exclude Expert Testimony of James Carkulis.[5] Three briefs directed to related issues were also filed.[6] As of May 19, 2017, all motions are fully briefed. All are ripe for resolution.

         The Court has determined upon assessment and review of the whole of the developed record, and notwithstanding the absence of a specific motion directed to the scope of the Agreement of August 1, 2014, that the unresolved "Data Room" issue outlined above, at bottom, defines the core of the parties' dispute, that the issue is squarely framed and fully briefed, and is appropriate for address and resolution as a question of law for the Court.

         Discussion

         This Memorandum is directed specifically to determination of whether the "Data Room" documents are, or are not, a part of the PSA as asserted by Plaintiff in its Notice of Dispute Re: Full Contents of Contract and Motion for Judicial Determination.[7]

         Applicable Law

         The parties agree New York law should be applied in resolving the contract interpretation issues of the case.[8] The Governing Law provision, section 9.5, of the Purchase and Sale Agreement provides:

This Agreement, and any instrument or agreement required hereunder (to the extent not otherwise expressly provided for therein), shall be governed by, and construed under, the laws of the State of New York, without reference to conflicts of laws rules, except for Section 5.1401 of the New York General Obligations Law.[9]

         Under Section 5.1401 of the New York General Obligations law, application of New York substantive law, without regard to a choice-of-law analysis, controls if there is, as ...


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