Paisley Park Enters., Inc. v. Boxill
Paisley Park Enters., Inc. v. Boxill
Opinion of the Court
ANALYSIS
I. Arbitration Award
Boxill seeks to vacate, and Plaintiffs seek to confirm, the arbitration award. When reviewing an arbitration award, a district court affords "an extraordinary" degree of deference to the underlying award. Stark v. Sandberg, Phoenix & von Gontard, P.C. ,
(1) where the award was procured by corruption, fraud, or undue means;
*582(2) where there was evident partiality or corruption in the arbitrators, or either of them;
(3) where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown, or in refusing to hear evidence pertinent and material to the controversy; or of any other misbehavior by which the rights of any party have been prejudiced; or
(4) where the arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made.
Section 10 contains the exclusive bases for vacating an arbitration award. See Hall Street Assocs., L.L.C. v. Mattel, Inc. ,
Boxill first asserts that the Arbitrator manifestly disregarded copyright law when she decided Plaintiffs' claims on the merits. But because a district court lacks the authority to vacate an arbitration award based on an arbitrator's manifest disregard of the law, Boxill's argument is unavailing.
Alternatively, Boxill argues that the Arbitrator committed misconduct,
Because the Court must confirm an arbitration award if there is no basis to vacate or modify the award, the August 31, 2018 arbitration award is confirmed.
*583II. Entry of Final Judgment
Plaintiffs seek the entry of final judgment on the arbitration award. A district court may enter final judgment on fewer than all of a party's claims "only if the court expressly determines that there is no just reason for delay." Fed. R. Civ. P. 54(b) ; accord Curtiss-Wright Corp. v. Gen. Elec. Co. ,
When deciding whether an entry of judgment under Rule 54(b) is warranted, a district court undertakes a two-step analysis. Downing ,
Second, the district court must determine whether there is any just reason for delay.
(1) the relationship between the adjudicated and unadjudicated claims; (2) the possibility that the need for review might or might not be mooted by future developments in the district court; (3) the possibility that the reviewing court might be obliged to consider the same issue a second time; (4) the presence or absence of a claim or counterclaim which could result in setoff against the judgment sought to be made final; (5) miscellaneous factors such as delay, economic and solvency considerations, shortening the time of trial, frivolity of competing claims, expense, and the like.
Downing v. Riceland Foods, Inc. ,
Plaintiffs seek the entry of final judgment on the arbitration award-which corresponds to Counts 2 and 3 of the third amended complaint-with respect to Boxill. In the Confidentiality Agreement, the parties agreed that "[t]he award rendered by the arbitrator or arbitrators shall be final and judgment may be entered upon [the award] in accordance with applicable law in any court in Minnesota having jurisdiction thereof." (Emphasis added.) As *584such, the first step of the two-step process is satisfied.
Plaintiffs contend that there is no just reason to delay entering judgment because the confirmation of an arbitration award is immediately appealable. See
Nor do the other factors warrant delaying entry of final judgment. The first three Downing factors involve an examination of the remaining claims and issues in the litigation. There is one remaining conversion claim against RMA and Deliverance, LLC, which is related to the adjudicated conversion claim against Boxill. But any risk of inconsistent results between the adjudicated and unadjudicated conversion claims, or any risk that the Court will be obligated to review similar issues, already exists because of the arbitration award's immediate appealability. Entry of final judgment will not exacerbate this risk. The other remaining claims include copyright and trademark claims and a counterclaim of tortious interference with prospective economic advantage. These claims are sufficiently distinct from the contract and conversion claims that are the subject of the arbitration award. The copyright and trademark claims involve distinct legal bases. And the counterclaim also is distinguishable. The counterclaim asserts that Plaintiffs misrepresented the scope of the Confidentiality Agreement to third parties. In contrast, the claims that are the subject of the arbitration award address whether Boxill breached the Confidentiality Agreement, not Plaintiffs' use of the Confidentiality Agreement in third-party dealings. For these reasons, the presence of remaining claims does not warrant delaying the entry of judgment.
As to the fourth factor, there is a possibility that the counterclaim, if successful, could result in a "setoff" against the adjudicated claims. But the presence of a viable counterclaim need not delay entry of final judgment on another claim when a party is expected to be able to satisfy future judgments on surviving claims. See Curtiss-Wright Corp. ,
Finally, the interest in preventing delay, encompassed by the fifth Downing factor, weighs in favor of entering final judgment. When monetary damages are awarded to a party and the remaining litigation is expected to last for additional months or years, entry of final judgment may be appropriate. See
Because there is no just reason for delay, final judgment is entered on the August 31, 2018 arbitration award.
III. Post-Award, Prejudgment Interest
Plaintiffs seek post-award, prejudgment interest for the time period between the Arbitrator's issuance of the award and this Court's entry of judgment.
*585When a party is awarded more than $ 50,000, as Plaintiffs are here, that party is entitled to receive interest from the time of the award until judgment is entered at an annual rate of 10 percent.
IV. Attorneys' Fees and Costs
Finally, Plaintiffs seek to recover the attorneys' fees and costs associated with litigating their motion to confirm the arbitration award and defending against Boxill's motion to vacate the award. The Confidentiality Agreement provides that a prevailing party is entitled to recover "reasonable attorney's fees and costs incurred in connection with any action or proceeding arising out of, or relating to, any ... breach or threatened breach." The Arbitrator held that the arbitration was sufficiently related to a breach of the Confidentiality Agreement such that the attorneys' fees and costs provision is applicable. Here, the cross motions to vacate and confirm the arbitration award are necessarily related to the arbitration, which, in turn, is related to a breach of the Confidentiality Agreement. Accordingly, as the prevailing party, Plaintiffs are entitled to attorneys' fees and costs. The Court will determine the amount of reasonable attorneys' fees and costs to which Plaintiffs are entitled when Plaintiffs file a motion for attorneys' fees and costs and supplement the record with supporting documentation.
ORDER
Based on the foregoing analysis and all the files, records and proceedings herein, IT IS HEREBY ORDERED :
1. Plaintiffs' Motion to Confirm Arbitration Award and Enter Judgment, (Dkt. 397), is GRANTED .
2. The August 31, 2018 Final Award of Arbitrator is CONFIRMED . Defendant George Ian Boxill is ordered to pay Plaintiffs $ 3,960,287.65 and to return to Plaintiffs all materials obtained through his work for Prince.
3. Defendant George Ian Boxill's Motion to Vacate Arbitration Award, (Dkt. 365), is DENIED .
4. Finding no just reason for delay, the Court directs the Clerk of Court to enter judgment in favor of Plaintiffs against Defendant George Ian Boxill as to Counts 2 and 3 of the Third Amended Complaint, (Dkt. 262).
5. The May 22, 2017 Order, (Dkt. 82), is MODIFIED as follows: Paragraph 4 of the Order is dissolved with respect to Defendant Boxill. Paragraph 4 remains in effect for Defendants Rogue Music Alliance, LLC, Deliverance, LLC, and others acting in concert with them.
6. Plaintiffs are awarded post-award, prejudgment interest at a daily rate of $ 821.92 from August 31, 2018, to the date judgment is entered.
7. Plaintiffs are entitled to the reasonable attorneys' fees and costs incurred in obtaining confirmation of the arbitration award and defending against the motion to vacate the award. Plaintiffs shall file a motion and supplemental documentation *586for reasonable attorneys' fees and costs within 14 days of this Order.
LET JUDGMENT BE ENTERED ACCORDINGLY.
The arbitration award requires Boxill to return all Prince materials to Plaintiffs. In its May 22, 2017 Order, this Court required Defendants, including Boxill, to return the materials to Plaintiffs' counsel . A district court may "make any changes in the injunction that are equitable in light of subsequent changes in the facts or the law, or for any other good reason." Movie Sys., Inc. v. MAD Minneapolis Audio Distribs. ,
Plaintiffs seek post-award, prejudgment interest from the date of the interim arbitration award. But Plaintiffs provide no legal authority to support the accrual of interest from the date of the interim award, as opposed to the final award. Accordingly, the Court awards post-award, prejudgment interest from the date of the final arbitration award.
Reference
- Full Case Name
- PAISLEY PARK ENTERPRISES, INC. and Comerica Bank & Trust, N.A., as Personal Representative of the Estate of Prince Rogers Nelson v. George Ian BOXILL Rogue Music Alliance, LLC Deliverance, LLC David Staley Gabriel Solomon Wilson and Sidebar Legal, PC
- Cited By
- 1 case
- Status
- Published