United States District Court, D. Montana, Helena Division
WEH Magic Valley Holdings, LLC, a limited liability corporation, Plaintiff,
EIH Parent, LLC, a limited liability company and James Carkulis, an individual, Defendants.
HADDON United States District Judge.
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. 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 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
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
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.
March 14, 2017, a Stipulation Re: Contents of
Contract 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.
motions filed after the January 18, 2017, hearing were: (1)
Plaintiffs Notice of Dispute Re: Full Contents of Contract
and Motion for Judicial Determination; and (2)
Plaintiffs Motion in Limine to Exclude Expert
Testimony of James Carkulis. Three briefs directed to related
issues were also filed. As of May 19, 2017, all motions are
fully briefed. All are ripe for resolution.
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.
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
parties agree New York law should be applied in resolving the
contract interpretation issues of the case. The Governing Law
provision, section 9.5, of the Purchase and Sale Agreement
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
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 ...