United States District Court, N.D. Texas, Dallas Division
MEMORANDUM OPINION AND ORDER
FISH Senior United States District Judge
the court are the defendant's motions (1) to alter or
amend the judgment, or (2) for a new trial (docket entry
204). For the reasons stated below, the defendant's
motions are denied. The court set forth the background of
this case in two recent opinions. See Memorandum
Opinion and Order Granting in Part and Denying in Part
Defendant's Motion for Summary Judgment (docket entry
139); Memorandum of Decision (“Opinion”) (docket
for a new trial or to alter or amend the judgment must
clearly establish either a manifest error of law or fact or
must present newly discovered evidence. Simon v. United
States, 891 F.2d 1154, 1159 (5th Cir. 1990) (citations
omitted). Such motions may not be used to relitigate issues
that were resolved to the movants' dissatisfaction,
Salinas v. Wal-Mart Stores Texas, LLC, No.
3:10-CV-1691-L, 2010 WL 5136106, at *5 (N.D. Tex. Dec. 16,
2010) (Lindsay, J.) (citing Forsythe v. Saudi Arabian
Airlines Corporation, 885 F.2d 285, 289 (5th Cir.
1989)), nor may they be used to raise arguments or present
evidence that could have been presented prior to entry of
judgment, Schiller v. Physicians Resource Group
Inc., 342 F.3d 563, 567 (5th Cir. 2003). A motion for a
new trial may be appropriate, however, to prevent manifest
injustice. Amir-Sharif v. Commissioners of Dallas,
No. 3:07-CV-0175-G, 2007 WL 1308314, at *1 (N.D. Tex. May 4,
2007) (Fish, C.J.) (citing Fresh America Corporation v.
Wal-Mart Stores, Inc., No. 3:03-CV-1299-M, 2005 WL
1253775, at *1 (N.D. Tex. May 25, 2005) (Lynn, J.)). The
burden rests with the party seeking a new trial to show that
“prejudicial error has crept into the record or that
substantial justice has not been done. . . .”
Sibley v. Lemaire, 184 F.3d 481, 487 (5th Cir.
1999), cert. denied, 529 U.S. 1019 (2000).
decision to alter or amend the judgment under Rule 59(e) is
within the district court's discretion. Stroman v.
Thaler, No. 3:05-CV-1616-D, 2009 WL 3295128, at *1 (N.D.
Tex. Oct. 9, 2009) (Fitzwater, C.J.) (citations omitted).
“[W]hile a district court has considerable discretion
in deciding whether to reopen a case in response to a motion
for reconsideration, such discretion is not limitless.”
Templet v. Hydrochem Inc., 367 F.3d 473, 479 (5th
Cir.), cert. denied, Irvin v. Hydrochem,
Inc., 543 U.S. 976 (2004). Reconsideration of a judgment
is an extraordinary remedy that should be used sparingly.
Stroman, 2009 WL 3295128, at *1. “Indeed, the
remedy is so extraordinary that the standard under Rule 59(e)
favors denial of motions to alter or amend a judgment.”
Berry v. Indianapolis Life Insurance Company, No.
3:08-CV-0248-B, 2009 WL 1979262, at *1 (N.D. Tex. July 8,
2009) (Boyle, J.) (citations and internal quotation marks
omitted). There are, however, two important judicial
imperatives that the court must consider on a Rule 59 motion:
“1) the need to bring litigation to an end; and 2) the
need to render just decisions on the basis of all the
facts.” Templet, 367 F.3d at 479 (citations
omitted). “The task for the district court is to strike
the proper balance between these competing interests.”
has three primary contentions: (1) that the term
“investment” is ambiguous and only includes
equity transactions; (2) that “current investor”
is ambiguous and that the court erred by holding that
“current investor” did not include Koch
Industries, Inc. and all of its affiliates; and (3) that the
court erred by not applying the pro rata ownership clause
when calculating the success fee. Defendant's Motion for
a New Trial and to Alter or Amend the Judgment (docket entry
204); Defendant's Brief in Support of Its Motion for a
New Trial and to Alter or Amend the Judgment
(“Defendant's Brief”) at 1, 6, 10 (docket
Whether the Term “Investment” Is Ambiguous
contends that the court erred when it held that the term
“investment” includes both equity and debt.
Defendant's Brief at 1-2. When analyzing whether a term
is ambiguous, courts look to whether the term is susceptible
to the interpretation submitted by one of the parties.
Seaford Golf & Country Club v. E.I. duPont de Nemours
& Company, 925 A.2d 1255, 1261-62 (Del. 2007). In
the opinion, the court rejected Benefuel's proposed
interpretation of “investment, ” concluding that
limiting the term “investment” to equity
transactions is an unreasonable. Opinion at 17-18. The
breadth of the term “investment” precluded the
court from restricting its definition solely to equity.
Id. The court looked to the plain meaning of the
term “investment, ” examined the proposed
definitions submitted by the parties, and concluded that the
term “investment” was not reasonably susceptible
to the definition submitted by Benefuel. See Opinion
at 17-19. Thus, Benefuel has failed to show that the court
erred in holding that the term “investment” was
contends that the court erred by “fail[ing] to consider
evidence of the parties' communications in addition to
drafts of the agreement.” Defendant's Brief at 2.
However, the court considered and rejected the extrinsic
evidence before it. Opinion at 19-22. Benefuel contends that
the parties intended for the term “investment” to
include both debt and equity because “the goal of the
agreement was to raise equity” and that was understood
by Kevin Singer at Centerboard. Defendant's Brief at 2-3.
Benefuel also contends that the pricing of the success fee,
7%, is evidence that the parties intended for
“Transaction” to refer to only equity and not
debt. Id. at 4. Moreover, Benefuel contends that
equity is the only investment vehicle that would have made
sense because it did not have income to make loan payments.
Id. at 2-3.
the parties' communications are inconclusive and fail to
show that the term “investment” can be reasonably
limited to just equity. At most, the communications submitted
by Benefuel show that equity was the preferred source of
funding. Benefuel failed to mention that Benefuel's CEO,
Robert Tripp, told chairman, Tom Ryley, that he “[w]as
fine with” removing the words “preferred
equity” as a limitation to the term
“investment.” See PTE 7. Other internal
communications show that Benefuel believed that the term
“investment” was not limited to equity. In an
email, Tripp wrote that Centerboard “saw various ways
to potentially finance this and didn't want it to be
restricted to just equity” and that the engagement
“contemplated any vehicle with respect to funding
Beatrice.” PTE ...