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Burke v. Apogee Corp.

United States District Court, D. Connecticut

February 10, 2017




         Defendants, Apogee Corporation d/b/a Impact Plastics, Inc. (“Apogee”) and Superior Plastics Extrusion Company, Inc. (“Superior Plastics”), have filed a motion in limine [ECF No. 83] seeking to preclude the introduction of documentary evidence under Rule 408 of the Federal Rules of Civil Procedure. Plaintiff, Jeffrey Burke, has filed two separate motions in limine [ECF Nos. 85 and 86] seeking to preclude the introduction of certain financial evidence and requesting that the Court take judicial notice. Mr. Burke opposes Defendants' motion, and Defendants oppose Mr. Burke's motions.

         For the reasons outlined below, Defendants' [82] Motion in Limine is DENIED without prejudice to renewal; Mr. Burke's [85] and [86] Motions in Limine are DENIED AS MOOT.

         I. Factual and Procedural Background

         This case arises out of a contractual dispute between Mr. Burke and his former employers, Apogee and Superior Plastics.[1] Both Apogee and Superior Plastics are owned by the same two individuals, David Kingeter and Steven Ryan. Mr. Burke contends that the two companies were treated as one company in his employment agreement.[2]

         Mr. Burke alleges that he purchased a five percent (5%) interest in both Apogee and Superior Plastics as provided for in his employment agreement. He alleges that he paid for this interest through Defendants' retention of commission payments and distributions over a multi-year period. Second Am. Compl. ¶¶ 26-36, ECF No. 69. Defendants admit that the employment agreement gave Mr. Burke the right to purchase five percent (5%) shadow shares in Apogee; however, they deny that Mr. Burke has actually purchased any ownership interest in either Apogee or Superior Plastics. Answer ¶ 2, ECF No. 78.

         On November 20, 2014, Superior Plastics issued a letter terminating Mr. Burke's employment without cause. Second Am. Compl. ¶ 43. According to Mr. Burke, his employment agreement requires Apogee and Superior Plastics to repurchase Mr. Burke's five percent (5%) ownership interest in the event that Mr. Burke is terminated involuntarily. Id. at ¶¶ 44-45 (alleging that, “[p]ursuant to Burke's employment contract with Apogee and Superior, upon the involuntary termination of Burke's employment by one or both companies, the companies were required to repurchase Mr. Burke's shadow shares in equity in the companies.”).

         In order to enforce these alleged contractual rights, Mr. Burke initiated this lawsuit on July 1, 2015, claiming breach of contract, breach of the implied covenant of good faith and fair dealing, and a violation of the Connecticut Shareholders' Act, Conn. Gen. Stat. §§ 33-946(a). Compl., ECF No. 1. In addition to a declaratory judgment confirming his alleged five percent (5%) ownership interest, Mr. Burke seeks an order compelling Defendants to “comply with the valuation and repurchase procedures set forth in paragraph 3(b)(iv) of Burke's employment contract.” Second Am. Compl. at 9.

         A bench trial in this matter is currently scheduled to begin on Monday, February 13, 2017. See Scheduling Order, ECF No. 73. In advance of trial, both parties have filed motions in limine seeking to limit the scope of evidence to be introduced at trial.

         II. Standard of Review

         “A district court's inherent authority to manage the course of its trials encompasses the right to rule on motions in limine.” Highland Capital Mgmt., L.P. v. Schneider, 551 F.Supp.2d 173, 176 (S.D.N.Y. 2008). The purpose of a motion in limine is to allow the trial court to rule in advance of trial on the admissibility and relevance of certain forecasted evidence. See Luce v. United States, 469 U.S. 38, 40 n.2 (1984); Palmieri v. Defaria, 88 F.3d 136, 141 (2d Cir. 1996).

         Evidence should be excluded on a motion in limine only when the evidence is clearly inadmissible on all potential grounds. Levinson v. Westport Nat'l Bank, No. 3:09-CV-1955 VLB, 2013 WL 3280013, at *3 (D. Conn. June 27, 2013). Courts considering a motion in limine may reserve judgment until trial, so that the motion is placed in the appropriate factual context. See Nat'l Union Fire Ins. Co. of Pittsburgh, Pa. v. L.E. Myers Co. Grp., 937 F.Supp. 276, 287 (S.D.N.Y. 1996).

         III. Discussion

         Defendants seek to preclude documentation related to settlement negotiations between the parties, arguing that such documentation is properly excluded under Fed.R.Evid. 408. ECF No. 83. Mr. Burke seeks to preclude “undisclosed” financial information pertaining to Defendants' business operations, and he also requests that the Court take judicial notice that documents prepared with ...

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