United States District Court, E.D. Michigan, Southern Division
OPINION AND ORDER DENYING DEFENDANT'S RULE 59(e)
MOTION AND AMENDING THIS COURT'S PRIOR FINDINGS OF FACTS
AND CONCLUSIONS OF LAW AND AMENDING THE FINAL
G. Edmunds United States District Judge
Court held a breach of contract bench trial in this case
August 1-4, 2017. On February 5, 2018, the Court issued its
Findings of Fact and Conclusions of Law  and awarded
Plaintiff Touch-N-Buy, LP ("Plaintiff") $40, 390.45
plus interest in damages.
GiroCheck Financial, Inc. ("Defendant")
subsequently filed this Motion to Amend/Correct the Judgment,
pursuant to Federal Rules of Civil Procedure 59(e) seeking to
offset Plaintiff's judgment award with a previously
issued Defendant award of attorney fees and costs. The Court
having read the pleadings DENIES Defendant's request to
offset the two money awards. The Court does however, for the
reasons set forth below, amend its prior Findings of Fact and
Conclusions of Law  and Plaintiff's Judgment ,
pursuant to Fed.R.Civ.P. 60, to clarify the interest portion
of Plaintiff's damages award.
Statement of Facts
background facts of this matter are set forth in great detail
in the Findings of Fact and Conclusions of Law. (Dkt. 74.)
Only a brief summary of pertinent facts is included here
12, 2012, Plaintiff and Defendant entered into a valid and
enforceable agreement. On October 13, 2014 Defendant
officially terminated the agreement. On March 9, 2015
Plaintiff filed suit against Defendant, alleging breach of
contract, fraud, violation of the Michigan Sales
Representative Commission Act ("SRCA"), and seeking
exemplary damages. Defendant filed three counterclaims. On
May 23, 2016, the Court addressed cross motions for summary
judgment, granting in part Defendant's motion for summary
judgment, and denying Plaintiff's motion for patrial
summary judgment. (Dkt. 43.) Under SRCA, Defendant, having
won on summary judgment, was entitled to reasonable attorney
fees and costs. (Dkt. 43, at 10-11.) The Court later awarded
Defendant $11, 698.38 in reasonable attorney fees and court
costs. (Dkt. 52.) Both parties acknowledge this award has not
yet been paid to Defendant.
1-4, 2017, the Court held a bench trial on Plaintiff's
remaining breach of contract claim. On February 5, 2018, the
Court issued its Findings of Fact and Conclusions of Law
(Dkt. 74), determining Defendant had breached the contract.
The Court awarded Plaintiff breach of contract damages of
$40, 390.45 plus interest. (emphasis added) (Dkt.
74.) Defendant now brings a motion, pursuant to Fed.R.Civ.P.
59(e), to amend the order and judgment to offset
Plaintiff's judgment amount with the earlier Defendant
award of attorney fees. Defendant states, "[f]or the
sake of efficiency, to honor and acknowledge that both
parties in this matter have been awarded monies by the
[C]ourt and in an attempt to avoid having the parties
piece-meal the payment of their respective awards, Defendant
requests that the Court amend its February 5, 2018 Judgment
to order that Defendant's award of attorney fees and
costs of $11, 698.38 be setoff against Plaintiff's
Judgment of $40, 390.45 to reflect that Plaintiff is entitled
to Amended Judgment amount of $28, 691.07 with interest
accruing from the date an Amended Judge is entered."
(Dkt. 76, at 3; PgID 2198.) Plaintiff responds,
"Defendant's motion is to allow Defendant to escape
from interest in two respects. First, the reduction of
Plaintiff's judgment lower the amount of interest which
should have been accruing since the entry of the Judgment on
February 5, 2018. Secondly, allowing interest to accrue as of
the entry of this proposed Amended Judgment will allow
Defendant to potentially escape from paying any interest
whatsoever." The Court now clarifies the interest
calculation and considers the question of setoff below.
Federal Rules of Civil Procedure Rule 60(a)
Court finds it prudent to address an issue that the Parties
briefs' have illuminated. In the Court's Findings of
Fact and Conclusions of Law, as well as the Court's
Judgment Order, the Court awarded Plaintiff damages
"with interest." The Court failed to provide
explicit explanation that the Court was awarding both
prejudgment and post-judgment interest. This order amends the
Court's February 5, 2018 Findings of Fact and Conclusions
of Law, and the Judgment to make the clarification.
60(a) provides, in relevant part, that "[c]lerical
mistakes in judgments, orders, or other parts of the record
and errors therein arising from oversight or omission may be
corrected by the court at any time of it own initiative or on
the motion of any party. . . ." Fed.R.Civ.P. 60(a).
"The basic purpose of the rule is to authorize the court
to correct errors that are mechanical in nature that arise
from oversight or omission." In re Walter, 282
F.3d 434, 440 (6th Cir. 2002). The rule does not authorize
the court to revisit its legal analysis or otherwise correct
an error of substantive judgment. Id. "[A]
court properly acts under Rule 60(a) when it is necessary to
'correct mistakes or oversights that cause the judgment
to fail to reflect what was intended at the time of
trial.' " Id. at 441 (quoting Vaughter
v. Eastern Air Lines, Inc., 817 F.2d 685, 689 (11th Cir.
1987)). See also Pogor v. Makita U.S.A., Inc., 135
F.3d 384, 388 (6th Cir. 1998) (finding Rule 60(a) supported
correction of the judgment to reflect the previously omitted
specific amount of prejudgment interest awarded).
Court found in its previous orders, and as agreed to by both
parties, Florida law governs the contractual agreement
between the parties, including any breach. In diversity
cases, such as this, state law governs only awards of
prejudgment interest and federal law controls post-judgment
interest pursuant to 28 U.S.C. § 1961(a). See e.g.
Broad Street Energy Co. v. Endeavor Ohio, LLC, 806 F.3d
402, 410 (6th Cir. 2015) (observing that "[f]ederal law
governs" the calculation of post-judgment interest);
Estate of Riddle v. So. Farm Bur. Life Ins. Co., 421
F.3d 400, 409 (6th Cir. 2005) ("In diversity cases in
this Circuit, federal law controls post-judgment interest but
state law governs awards of pre-judgment interest.")
(internal quotation marks and citations omitted).
Argonaut Ins. Co. v. May Plumbing Co., the Florida
Supreme Court distilled over a century of precedent governing
awards of prejudgment interest in tort and contract cases,
concluding that prejudgment interest awards in Florida are
governed by the "loss theory." Argonaut Ins.
Co. v. May Plumbing Co., 474 So.2d 212, 214-15 (Fla.
1985). Thus, "an award of prejudgment interest is not an
opportunity for the plaintiff to obtain a windfall or for the
court to penalize the defendant." Arizona Chemical
Co., LLC v. Mohawk Industries, Inc., 197 So.3d 99, 102
(Fla. Dist. Ct. App. 2016); See also Nat'l Educ.
Ctrs., Inc. v. Kirkland, 678 So.2d 1304, 1306 (Fla. 4th
DCA 1996). In consideration of the compensatory goal of
prejudgment interest awards in Florida, "when a verdict
liquidates damages on a plaintiff's out-of-pocket,
pecuniary losses, plaintiff is entitled, as a matter of
law, to prejudgment interest at the statutory rate from
the date of that loss." Argonaut, 474 So.2d at
215 (emphasis added). A verdict is said to have the effect of
liquidating damages as long as the verdict establishes the
loss and "the pertinent date can be ascertained from the
evidence." Pace Property Fin. Auth., Inc. v.
Jones, 24 So.3d 1271, 1272 (Fla. 1st DCA 2009). In
Bosem v. Musa Holdings, Inc., 46 So.3d 42, 46 (Fla.
2010) (quoting William B. Hale, The Law of Damages, § 67
(2d ed. 1912)), the court stated that, whether the cases
arises in tort or contract, if the plaintiff's damages
are "wholly pecuniary, " the plaintiff should
recover "not only the value of what he has lost, but
receive it as nearly as may be as of the date of his
loss." Here, as laid out in painstaking detail, the
damages awarded to Plaintiff are pecuniary. "Generally,
interest awarded as damages in a contract action runs from
the date when the right to recover on the claim became vested
or accrued, which is ordinarily the date of the breach."
Craigside, LLC v. GDC View, LLC, 74 So.3d 1087, 1092
(Fla. 1st DCA 2011). The pecuniary losses caused by
Defendant's breach of contract include sales staff
training expenses, sales staff ...