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Galeana Telecommunications Investments, Inc. v. Amerifone Corp.

United States District Court, E.D. Michigan, Southern Division

April 5, 2018

AMERIFONE CORP., Defendant/Counter-Plaintiff, and FIRST INTERNATIONAL EXCHANGE GROUP, INC., et al. Defendants.



         This matter is before the Court on Plaintiff Galeana Telecommunications Investments, Inc.'s (“Galeana”) motion for rehearing or reconsideration regarding the Court's January 26, 2018 opinion and order denying its motions for summary judgment and granting motions for summary judgment against it. Galeana Telecomms. Invs., Inc. v. Amerifone Corp., No. 15-14095, 2018 WL 572034 (E.D. Mich. Jan. 26, 2018). For the reasons that follow, the motion is denied.

         I. BACKGROUND

         Galeana filed this suit in November 2015, asserting a breach of contract claim against Amerifone and Beydoun and various misrepresentation claims against Amerifone, Beydoun, and three other defendants - Harold Oseff, Dhafir Dalaly, and First International Exchange Group, Inc. (“FIEG”). In an August 2016 opinion, the Court dismissed several of the claims. See Galeana Telecommunications Investments, Inc. v. Amerifone Corp., 202 F .Supp. 3d 711 (E.D. Mich. 2016). Before the summary judgment stage of the proceedings, Galeana's only remaining claims were its breach-of-contract and fraud claims against Amerifone and Beydoun, a fraud claim against Oseff, various fraud claims against Dalaly and FIEG, and a concert-of-action claim against all parties. Also remaining was Amerifone and Beydoun's counterclaim for fraud against Galeana.

         After the close of discovery, the parties filed a total of five motions for summary judgment. Amerifone and Beydoun filed a motion regarding Galeana's claims of breach of contract, fraud, and concert of action (Dkt. 88). Oseff filed a motion for summary judgment on Galeana's claims of fraud and concert of action (Dkt. 83). FIEG and Dalaly filed a motion for summary judgment regarding Galeana's fraud and concert-of-action claims (Dkt. 87). Galeana filed a summary judgment motion, both as Plaintiff and Counter-Defendant, against Amerifone and Beydoun (Dkt. 85), and filed a separate motion for summary judgment against FIEG and Dalaly (Dkt. 90).

         On January 26, 2018, the Court issued an opinion regarding the motions for summary judgment. The opinion granted the motions of all Defendants - Amerifone and Beydoun, Oseff, and FIEG and Dalaly - while denying Galeana's motions both as Plaintiff and Counter-Defendant. Thus, the only remaining active claim in this case is Amerifone and Beydoun's counterclaim for fraud against Galeana. See Galeana, 2018 WL 572034.

         II. ANALYSIS

         Under the Local Rules for the Eastern District of Michigan, a party bringing a motion for reconsideration “must not only demonstrate a palpable defect by which the Court and the parties and other persons entitled to be heard on the motion have been misled but also show that correcting the defect will result in a different disposition of the case.” E.D. Mich. L.R. 7.1(h). In the motion, Galeana raises five supposed palpable defects with the opinion: (i) the Court misunderstood that Zain never actually bid; (ii) the Court overlooked the record regarding the nature and details of how Amerifone and Beydoun stated the funds from the Lebanon lawsuit would be used for the bidding process; (iii) the Court converted the word “secured” to “secure[]”; (iv) the Court mistakenly believed that Plaintiff knew of Dalaly's fraud before entering into the agreement; and (v) the Court did not address the second alleged misrepresentation in Amerifone and Beydoun's counterclaim. For the reasons that follow, the Court denies Galeana's motion.

         A. Zain Bid

         First, Galeana argues that the Court granted summary judgment on the misunderstanding that Zain was the highest bidder among Zain, Metrobeam, and Amerifone in the formal bidding process. Amerifone bid ninety million Jordanian Dinars (“JD”) (approximately $127 million) for a telecommunications license in Jordan, while Metrobeam bid seventy million JD (approximately $99 million.) Galeana, 2018 WL 572034 at *2. As recounted in the opinion, “[u]ltimately, the TRC [Jordan's Telecommunications Regulatory Commission] awarded the license to a third provider, a company called Zain, based on its bid of 160 million JD (approximately $225 million).” Id. In the motion, Galeana argues that Zain only became involved after the bidding process was complete, and that Zain “never submitted a bid.” Pl. Mot. at 2 (Dkt. 104).

         Contrary to Galeana's argument, the statement in the opinion is accurate, and the Court did not misunderstand the nature of Zain's involvement. The opinion makes no reference as to whether the bid was made inside or outside the formal process. Further, the Court's characterization of Zain's “bid, ” which Galeana now disputes, comes directly from an email from Fouad Alaeddin, Galeana's majority owner. See 2/24/2014 Email, Ex. 24 to Amerifone Mot. for Sum. Judg., at 3 (cm/ecf page) (Dkt 88-25) (“[T]he TRC used both of us to push Zain to offer I [sic] higher bid outside the process (JD 160M).”).

         Galeana also argues that the TRC was concerned with Amerifone's failure to submit a proper bid, and that the chairman of the TRC becoming a consultant for Zain is not enough evidence “to pass the threshold of a summary judgment standard.” Pl. Mot. at 3. Although unstated, this appears to be an argument that there was evidence of causation sufficient to defeat summary judgment. The Court disagrees.

         As to the first point, Amerifone and Beydoun submitted a letter written by Fouad Alaeddin reflecting his understanding from the TRC chairman that a bid would not be rejected due to a lack of a bank bond. See 2/20/2014 Letter, Ex. 23, Amerifone Mot. for Sum. Judg., at 2 (cm/ecf page) (Dkt. 88-24). This understanding was referenced in Beydoun's deposition, as reflected in the Court's opinion. See Galeana, 2018 WL 572034 at *3. This letter was written after the bid was rejected, and reflects Galeana's ongoing understanding that a proper bid bond would not be consequential to the TRC's decision-making. Galeana cannot disavow what its own principal believed.

         Galeana observes that Beydoun testified he was given an opportunity to cure the bid by the TRC, but the Court is not persuaded that the TRC's statements in rejecting the bid prove anything. Rather, they serve the narrative that the TRC used Amerifone to get a higher bid from Zain - just as Galeana's principal believed. This conclusion is bolstered since the TRC's justifications for rejecting the bid apparently contradicted its earlier instructions to the bidders, i.e. before the bid was submitted, the parties were ...

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