United States District Court, S.D. Alabama, Southern Division
WILLIAM H. STEELE, CHIEF UNITED STATES DISTRICT JUDGE
matter is before the Court on the Rule 59(e) motion of the
plaintiffs to alter or amend the judgment. (Doc.
129). The defendants have filed a response, (Doc. 130), and
the motion is ripe for resolution.
was bifurcated, with a jury deciding the claims regarding the
Mexico property and the Court resolving the claims regarding
the Utah property. The plaintiffs sought a declaration that
they owed the defendants nothing, while the defendants
sought, under theories of breach of contract and promissory
estoppel, specific performance of a promise to transfer to
them a 25% mineral interest in the Utah property. The Court
found that the defendants established their claim for breach
of contract but that recovery was barred because they failed
to establish the partial-performance exception to the Utah
statute of frauds. The Court found that the defendants
established their claim for promissory estoppel, that the
plaintiffs preserved no statute-of-frauds defense as to that
claim, and that they failed to establish as an affirmative
defense that the defendants' recovery was barred for want
of a broker's license. (Doc. 126).
plaintiffs acknowledge, (Doc. 129 at 8-9), “[a] Rule
59(e) motion cannot be used to relitigate old matters, raise
argument or present evidence that could have been raised
prior to the entry of judgment.” Arthur v.
King, 500 F.3d 1335, 1343 (11th Cir. 2007)
(internal quotes omitted). “The only grounds for
granting a Rule 59 motion are newly-discovered evidence or
manifest errors of law or fact.” Id. (internal
quotes omitted). The trial court's ruling on such a
motion is reviewable only for abuse of discretion.
Id. As this Court has noted in a related context,
“[m]otions to reconsider serve a valuable but limited
function. They do not exist to permit losing parties to prop
up arguments previously made or to inject new ones, nor to
provide evidence or authority previously omitted. They do
not, in short, serve to relieve a party of the consequences
of its original, limited presentation.” Nelson v.
Whirlpool Corp., 668 F.Supp.2d 1368, 1379 (S.D. Ala.
2009) (internal quotes omitted).
plaintiffs assert that, in ruling in favor of the defendants
on the promissory estoppel claim regarding the Utah property,
the Court committed manifest errors of law and/or fact. The
Court's challenged rulings, however, properly addressed
the arguments the plaintiffs actually asserted at and after
trial, and their post-judgment effort to argue now what they
failed to argue then is precisely what is barred under Rule
Promissory Estoppel Claim.
noted, the Court found that the defendants established all
elements of this claim: (1) a promise, (2) which the promisor
should have reasonably expected to induce action or
forbearance of a definite and substantial character, and (3)
which did in fact produce such action or forbearance by the
promise, resulting in (4) injustice that can be avoided only
by enforcing the promise. (Doc. 126 at 10-12). The Court then
pointed out that the plaintiffs, rather than addressing the
2005 promise on which this claim was based, focused
exclusively on a separate, vastly different promise made in
2010, with the result that they “offer[ed] no relevant
response” to the defendants' showing. (Id.
at 12-13). The 2005 promise, made by Breland on behalf of
himself and all of the plaintiffs, was to transfer to the
defendants the 25% mineral interest in exchange for their
work in acquiring the Utah property. The 2010 promise, made
by Breland on behalf of himself and all of his entities, was
to use all their assets to satisfy all his obligations to the
defendants (which included not only the 25% mineral interest
but also money related to transactions other than the Utah
property), in exchange for the defendants' work in
Breland's bankruptcy proceedings and for their not filing
a claim in those proceedings.
plaintiffs now insist that, by addressing the 2010 promise,
“they were directing their arguments necessarily to the
2005 promise to transfer a 25% mineral interest to the
Donados because that promise was a part of the obligations
… that they claimed Breland owed them.” (Doc.
129 at 11). The question, however, is not whether the two
promises are completely unrelated but whether the arguments
the plaintiffs made regarding the 2010 promise have any
relevance to the 2005 promise. Patently, they do not.
plaintiffs' only argument regarding the 2010 promise was
that the defendants could not have relied to their detriment
on that promise because: (1) they were paid by Adrian Zajac
for their work in trying to sell the Utah property to his
company out of the bankruptcy proceedings; and (2) they
insist it was not necessary for them to file a claim in
Breland's bankruptcy in order to pursue claims against
Breland's entities. (Doc. 108 at 13-16; Doc. 112 at
14-17). The defendants' detrimental reliance on the 2005
promise, as found by the Court, consisted of mineral
exploration activity on the Utah property, most or all of
which occurred before the 2010 promise was even made. (Doc.
126 at 11). The plaintiffs' arguments regarding
detrimental reliance, which do not come within a country mile
of addressing the defendants' reliance on the 2005
promise, are thus irrelevant.
plaintiffs appear to argue that, even if their arguments as
to the 2010 promise are irrelevant to the 2005 promise (as
they obviously are), the defendants cannot prevail on their
promissory estoppel claim without proving that they also
detrimentally relied on the 2010 promise. (Doc. 129 at
11-12). Their theory is that the 2010 promise is the only
promise by which Breland bound Osprey, the entity that now
holds the 25% mineral interest. (Doc. 129 at 11-12). The
Court, however, found that the 2005 promise was made on
behalf of all the entity parties, including Osprey. (Doc. 126
at 2 n.2, 3-5, 11). The plaintiffs posit that Breland's
2005 promise was made only on behalf of “the four
entities which had taken title … to the Utah property
in 2005, ” (Doc. 129 at 11), but they identify no
evidence that would even support, much less compel, such a
restrictive finding. They note only that Osprey was formed in
2011, so perhaps they mean to suggest that Breland did not or
could not bind Osprey before it was formed. Even if that is
their point, they never raised it before judgment was
entered,  and it is far too late to do so now. Nor,
even now, do they endeavor to support such a position either
factually or legally.
the plaintiffs' arguments regarding the defendants'
detrimental reliance on the 2010 promise are plainly
meritless. Even if Zajac did pay the defendants for their
efforts in connection with his company's bid to buy the
Utah property, that is not the benefit Breland promised in
return for the defendants' working on his bankruptcy and
for not filing a claim therein, and it is both
counterintuitive and legally unsupported for the plaintiffs
to suggest that there is no injustice in stiffing the
defendants simply because a third party provided
plaintiffs' other argument regarding detrimental reliance
makes even less sense. They say the defendants suffered no
detriment in refraining from filing a claim in Breland's
bankruptcy because they could still pursue claims against his
entities (none of which filed for bankruptcy). As this lawsuit
demonstrates, proceeding against the entities is fraught with
peril that could have been avoided had the defendants
insisted that Breland personally make good on his debts and
used the power of the Bankruptcy Court to ensure that it
Statute of Frauds.
noted, the Court ruled that the statute of frauds barred the
defendants from prevailing on their claim for breach of
contract. (Doc. 126 at 5-9). The plaintiffs argue the Court
committed a manifest error by not rejecting the
defendants' promissory estoppel claim on the same basis.
They cite a number of cases for the proposition that, if a
contract claim is barred by the statute of frauds, a
promissory estoppel claim based on the same promise is also
barred by the statute of frauds. (Doc. 129 at 12-15). That
may or may not be a correct statement of the law, but
invoking it now cannot furnish grounds to alter the judgment.
plaintiffs, like all litigants, have at all times been the
masters of the arguments they elect to assert. When it came
to the statute of frauds, the plaintiffs could not possibly
have been more explicit. In both their motion for judgment on
partial findings and their post-trial brief, the plaintiffs
included a section entitled, “The Donados'
Breach of Contract Claim is Barred by the Utah
Statute of Frauds.” (Doc. 108 at 16; Doc. 112 at 17
(emphasis added)). Nowhere in either brief did the plaintiffs
assert that the statute of frauds had any application to the
claim for promissory estoppel. The only argument the
plaintiffs raised in their section addressing promissory
estoppel was the detrimental reliance argument discussed in
Part A. (Doc. 108 at 13-16; Doc. 112 at 14-17). The Court in
its order pointed out that the plaintiffs “have
explicitly limited their invocation of this defense to the
contract claim” and concluded that “the
plaintiffs have preserved no argument that the promissory
estoppel claim is barred by the statute of frauds.”
(Doc. 126 at 15).
plaintiffs, (Doc. 129 at 12), say they did not waive the
statute of frauds as a defense to the promissory estoppel
claim because they included in the joint pretrial document a
statement that “an oral promise that is void by
operation of the statute of frauds will not support an action
against the promisor for promissory fraud.” (Doc. 88-1
at 10). Assuming without deciding that “promissory
fraud” should be read as “promissory estoppel,
” the quoted statement sufficed to preserve
the defense for trial, thus enabling the plaintiffs to invoke
it during or after trial if they so chose. But it did not
compel the plaintiffs to do so, and it did not excuse the
plaintiffs from doing so. Because the plaintiffs did not ask
the Court to reject the promissory estoppel claim based on
the statute of frauds, the defense was as lifeless as that of
laches, which the plaintiffs similarly preserved in the joint
pretrial document but ignored in their Rule 50 motion and
post-trial brief. As the ...