Osseiran v. International Finance Corporation ( 2010 )

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SALAH N. OSSEIRAN,
)
)
)
Plaintiff, )
)
v. ) Civil Action No. 06-336 (RWR)
)
INTERNATIONAL FINANCE ) UNDER SEAL
c0RPORATION, )
)
Defendant. )
)
MEMORANDUM OPINION AND ORDER
Plaintiff Salah Osseiran brought claims for breach of
contract, promissory estoppel, and breach of a confidentiality
agreement against the International Finance Corporation (“IFC”),
alleging that IFC failed to sell to Osseiran its shares of the
Middle East Capital Group (“MECG”) after agreeing to the
transaction. A July 27, 2007 memorandum opinion dismissed
Osseiran's breach of contract claim. Osseiran moves for
reconsideration of the dismissal, arguing that documents
disclosed during discovery reveal that IFC intended to be bound
to the sale by the writings Osseiran alleges constituted the
breached agreement. Because the language of those writings
objectively reflects the unambiguous intent of the parties not to
be bound to the sale, and the newly discovered evidence bears
only on the subjective intent of IFC rather than on a meeting of
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the parties' minds, Osseiran's motion for reconsideration will be
denied.
BACKGROUND
The background of this case is discussed fully in Osseiran
v. Int'l Fin. Corp., 498 F. Supp. 2d 139 (D.D.C. 2007). Briefly,
Osseiran alleges that IFC agreed in a series of preliminary email
exchanges with him to sell to him its MECG shares. One of those
emails (“November 18 email at 3:37 p.m.”) provided that any
agreement to sell would come into force only after the parties
signed a written sales agreement, Id. at l46. Jan Van Bilsen,
the IFC representative with whom Osseiran had been negotiating,
then forwarded a draft sales agreement to Osseiran that contained
on its cover page the statement that
[t]his draft document is not a contract or an offer to
enter into a contract. Only the document as executed
by IFC and Mr. Osseiran will contain the terms that
bind them. Until the document is executed by IFC and
Mr. Osseiran, neither IFC nor Mr. Osseiran intends to
be bound.
Id. (quoting draft agreement). Ultimately, IFC decided not to
sell its shares to Osseiran, opting for a different purchaser
instead, and Osseiran brought this suit. IFC moved to dismiss,
and the July 27“ opinion granted IFC's motion with respect to
Osseiran's breach of contract claim on the ground that Osseiran
failed to plead that the parties intended to be bound to the sale
by their agreement, and that the documents referred to in the
complaint demonstrated that “IFC explicitly intended not to be
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bound to the stock sale by its negotiations.” lQ; Osseiran
moves for reconsideration of the dismissal, arguing that internal
IFC emails produced during discovery demonstrate that IFC
intended to be bound to the sale by the emails and draft sales
agreement exchanged with Osseiran because “Van Bilsen -- who had
been delegated full authority to consummate the sale and was thus
the most knowledgeable and qualified IFC agent to express IFC's
intent -- stated to others in the organization that IFC could no
longer consider other offers to purchase its MECG shares.”
(Pl.'s Mem. in Supp. of Pl.'s Mot. for Reconsideration of the
Court's Order Dismissing Count 1 of the Am. Compl. (“Pl.'s Mem.”)
at 8.)
DISCUSSION
The defendants’ motion for reconsideration will be decided
under Federal Rule of Civil Procedure 54(b), which governs
interlocutory orders, since the July 27m opinion was not a final
judgment that terminated the litigation. See williams v. Savaqe,
569 F. Supp. 2d 99, 108 (D.D.C. 2008) (noting that the “standard
of review for interlocutory decisions differs from the standards
applied to final judgments”). A district court may revisit its
interlocutory decisions “at any time before the entry of judgment
adjudicating all the claims and all the parties' rights and
liabilities[,]” Fed. R. Civ. P. 54(b), as justice requires. Am;
Fed'n of Teachers, AFL-CIO v. Bullock, 605 F. Supp. 2d 251, 257
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(D.D.C. 2009). Relevant considerations include “whether the
court patently misunderstood the parties, made a decision beyond
the adversarial issues presented, made an error in failing to
consider controlling decisions or data, or whether a controlling
or significant change in the law has occurred[.]” ;d; (quoting
In Def. of Animals v. Nat'l Insts. of Health, 543 F. Supp. 2d 70,
75 (D.D.C. 2008)). The moving party must demonstrate that “some
harm would accompany a denial of the motion to reconsider[.]” ;g
Def. of Animals, 543 F. Supp. 2d at 76. Ultimately, a court has
wide discretion in deciding a motion for reconsideration and can
revise its earlier decision if such relief is necessary under the
circumstances. Judicial Watch v. Dep't of Armv, 466 F. Supp. 2d
ll2, 123 (D.D.C. 2008).
First, Osseiran argues that while he “would ultimately be
required to prove that the parties intended to be bound, a
specific allegation to that effect should not have been required
to survive IFC's motion to dismiss.” (Pl.'s Mem. at 7 n.3.)
However, this is the same argument that Osseiran made in his
opposition to IFC's motion to dismiss, (§§§ Pl.’s Opp'n to
Def.'s Mot. to Dismiss the Compl. at 8-11 (“It is true that a
contract is valid and enforceable only if there is . . . an
intention to be bound. . . . But plaintiff is not required to
prove his case in the complaint.”).) Because Osseiran is merely
attempting to reargue -- without citing any new authority -- a
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theory upon which the July 27w opinion already ruled, he has not
provided a basis for reconsideration. See Howard v. Gutierrez,
571 F. Supp. 2d 145, 150 n.1 (D.D.C. 2008) (denying motion for
reconsideration under Rule 54(b) because moving party “fail[ed]
to cite any new authorities or evidence and instead attempt[ed]
to reargue theories that were already rejected by the Court”).
Osseiran argues, alternatively, that documents produced
during discovery provide evidence that IFC intended to be bound
to the sale by the emails and draft sales agreement sent between
IFC and him. (Pl.'s Mem. at 8.) To create a contract under
District of Columbia law, parties must, among other requirements,
manifest their mutual assent -- in other words, there must be a
“meeting of the minds.” Davis v. Winfield, 664 A.2d 836, 838
(D.C. 1995). Whether a written agreement reflects a meeting of
the minds, however, is determined not by the parties' subjective
intent, but by whether the writing demonstrates objectively that
the parties intended to be bound by it. See 1836 S St. Tenants
Ass'n, Inc. v. Estate of B. Battle, 965 A.2d 832, 837 (D C. 2009)
(noting that “regardless of the parties' actual subjective
intentions, the ultimate issue is whether, by their choice of
language . . . , they objectively manifested a mutual intent to
be bound contractually”); see also Simon v. Circle Assocs., Inc.,
753 A.2d lOO6, lOl2 (D.C. 2000) (“[The District of Columbia]
adhere[s] to the ‘objective law' of contracts, meaning that the
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language of the agreement as it is written governs the
obligations of the parties unless that language is unclear or
there is fraud, duress, or mutual mistake.”). A court may look
beyond the face of a written agreement to determine if the
parties intended to be bound only if the written words are
ambiguous. See Ekadahl v. COREStaff, Inc., 183 F.3d 855, 858
(D.C. Cir. 1999) (noting that “[p]roof of a meeting of the minds
may be found either in the written agreement or, if the agreement
is ambiguous, in the parties' actions at the time of contract
formation”).
Osseiran cites Burbach Broad. Co. v. Elkins Radio Corp., 278
F.3d 401, 407 (4th Cir. 2002), for the proposition that some
preliminary agreements, particularly those that are “intended as
binding, despite a need for further documentation[,]” are
enforceable. Parties are not bound by a preliminary agreement
under District of Columbia law, however, if the language of the
preliminary agreement, “taken as a whole, clearly indicates that
[a party] did not intend to be bound [by the agreement] until a
written agreement had been signed by both sides.” Jack Baker,
Inc. v. Office Space Dev. Corp., 664 A.2d 1236, 1239 (D.C. 1995)
(second alternation in original) (quoting Simplicio v. Nat'l
Scientific Personnel Bureau, Inc., 180 A.2d 500, 502 (D.C.
1962)). Here, the language of both the November 18 email at
3:37 p.m. and the draft sales agreement reflected the same clear
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intent not to be bound to the sale at that preliminary stage. As
the draft sales agreement stated, “[o]nly the document as
executed by IFC and Mr. Osseiran will contain the terms that bind
them. Until the document is executed by IFC and Mr. Osseiran,
neither IFC nor Mr. Osseiran intends to be bound.” Osseiran, 498
F. Supp. 2d at 146 (quoting draft agreement). This language
unambiguously demonstrates that the parties had not manifested an
objective intention to be bound to the sale by the preliminary
emails and draft sales agreement that the parties exchanged, and
Osseiran does not argue that the parties ever executed a final
sales agreement, Thus, the parties did not form a final contract
for the sale of the MECG shares -- regardless of whether the
newly discovered internal IFC emails show that IFC subjectively
believed itself to be bound to the sale by the draft sales
agreement -- because objectively the parties had unambiguously
agreed in the preliminary emails and the draft sales agreement
that they would not be bound to the sale unless and until they
executed a final draft. Osseiran would have failed to state a
claim that IFC breached an agreement to sell its shares even if
he had incorporated by reference the internal IFC emails in his
complaint because those emails do not disturb the plain language
of the preliminary emails and draft sales agreement that the
parties exchanged and that reflect their meeting of the minds.
Osseiran, therefore, cannot show that any harm would accompany a
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denial of his motion for reconsideration, and his motion will be
denied.
CONCLUSION AND ORDER
Osseiran's newly discovered evidence does not disturb the
July 27” opinion's conclusion that the draft sales agreement did
not bind the parties to a sale, and he otherwise merely
reiterates an argument that the July 27” opinion already
addressed. Accordingly, it is hereby
ORDERED that plaintiff’s motion [45] for reconsideration be,
and hereby is, DENIED.
SIGNED this 25m day of June, 2010.
22
RICHARD W. ROBERTS
United States District Judge