considering unsigned interest notices 25 together with signed checks because the documents “were, 26 without question, linked together in the minds of the 27 parties”
How later courts described this case
- considering unsigned interest notices 25 together with signed checks because the documents “were, 26 without question, linked together in the minds of the 27 parties”
- finding signed 14 memorandums insufficient to satisfy the statute of 15 frauds because none contained “any language which 16 indicate[d] or from which might be inferred an intention 17 on the part of the defendants to authenticate or confirm 18 the oral agreement”
- “It is insufficient to show an unkept but honest 24 promise, or mere subsequent failure of performance.”
- holding that “regardless of the 4 language used” in labelling a claim, fraud claims 5 involving misrepresentations that also constitute 6 standalone contractual obligations are barred by the 7 economic loss rule
Written by the judges who cited it.
The opinion
Case 2:19-cv-10733-RSWL-JEM Document 294 Filed 06/14/22 Page 1 of 20 Page ID
#:16471
'O'
1
2
3
4
5
6
7
8 UNITED STATES DISTRICT COURT
9 CENTRAL DISTRICT OF CALIFORNIA
10
THE SANTA BARBARA CV 19-10733-RSWL-JEM x
11 SMOKEHOUSE, INC., a
California corporation; ORDER re: Plaintiffs’
12
and DHBRANDS LIMITED, a Motion for Reconsideration
13 Cyprus limited liability [272] and AquaChile’s
company, Motion to Amend Judgment
14 to Add Prejudgment and
Plaintiffs, Post-Judgment Interest
15 [273]
v.
16
AQUACHILE, INC., a Florida
17
corporation; AGROSUPER
18 S.A., a Chile corporation;
and EMPRESAS AQUACHILE
19 S.A., a Chile corporation,
20 Defendants.
21 AQUACHILE, INC., a Florida
corporation,
22
Counter-Plaintiff,
23
v.
24
THE SANTA BARBARA
25 SMOKEHOUSE, INC., a
California corporation,
26
Counter-Defendant.
27
28
1
Case 2:19-cv-10733-RSWL-JEM Document 294 Filed 06/14/22 Page 2 of 20 Page ID
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1 Plaintiffs The Santa Barbara Smokehouse
2 (“Smokehouse”) and DHBrands Limited (“DHBrands”) brought
3 this Action, asserting various contract and fraud-
4 related claims against Defendants AquaChile, Inc.
5 (“AquaChile”); Agrosuper S.A. (“Agrosuper”); and
6 Empresas AquaChile S.A. (“Empresas”) (collectively,
7 “Defendants”). On March 4, 2022, the Court granted
8 Defendants’ Motion for Summary Judgment in its entirety,
9 and on March 7, 2022, the Court entered judgment in
10 favor of Defendants.
11 Currently before the Court is Plaintiffs’ Motion to
12 Alter or Amend the Judgment Pursuant to Rule 59(e), or,
13 in the Alternative, for Relief from the Judgment
14 Pursuant to Rule 60(b) [272] (“Motion for
15 Reconsideration”). Also before the Court is AquaChile’s
16 Motion to Amend Judgment to Add Prejudgment and Post-
17 Judgment Interest [273] (“Motion to Amend Judgment”).
18 Having reviewed all papers submitted pertaining to these
19 Motions, the Court NOW FINDS AND RULES AS FOLLOWS: the
20 Court DENIES Plaintiff’s Motion for Reconsideration and
21 GRANTS AquaChile’s Motion to Amend Judgment.
22 I. BACKGROUND
23 A. Factual Background
24 Smokehouse is a California corporation. Defs.’
25 Stmt. of Uncontroverted Facts (“Defs.’ SUF”) ¶ 1, ECF
26 No. 129-2. DHBrands owns the brands under which
27 Smokehouse sells its salmon products, and Smokehouse
28 pays DHBrands a percentage of Smokehouse’s revenues in
2
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1 exchange for use of the brands. Id. ¶ 4. AquaChile is
2 a supplier of salmon fillets and is a wholly owned
3 subsidiary of Empresas. Id. ¶¶ 6, 8. Both AquaChile
4 and Empresas are owned by Agrosuper. Id. ¶ 7.
5 In 2015, Smokehouse and AquaChile entered into a
6 one-year supply agreement whereby AquaChile would supply
7 Smokehouse with various salmon fillets, and Smokehouse
8 would pay a price per pound that was negotiated monthly.
9 Id. ¶ 9. This agreement expired in April 2016, but
10 AquaChile continued to supply fillets to Smokehouse on a
11 per-order basis. Id. ¶ 10. When Smokehouse later
12 sought assurance that AquaChile would continue supplying
13 it with salmon fillets at Smokehouse’s election,
14 AquaChile proposed a five-month supply agreement. Id.
15 ¶¶ 11, 12. Smokehouse’s CEO Tim Brown (“Brown”)
16 rejected this offer and instead proposed a two-year
17 agreement. Id. ¶ 13. Vincent De La Cruz (“De La
18 Cruz”), an AquaChile representative, in turn rejected
19 Smokehouse’s offer, stating he would get fired for
20 accepting a two-year supply agreement on AquaChile’s
21 behalf. Id. ¶ 14; Decl. of Michael Weiss in Supp. of
22 MSJ (“Weiss Decl.”) Ex. 11, ECF No. 130-11.
23 The parties agree that from 2016 through September
24 2019, AquaChile continued to provide weekly sales to
25 Smokehouse. Defs.’ SUF ¶ 22. The parties also agree
26 that Smokehouse was free to purchase salmon from other
27 suppliers at any time. Id. ¶ 25. However, Plaintiffs
28 assert that AquaChile’s continued supply was pursuant to
3
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1 a three-year supply agreement that the parties entered
2 into on July 20, 2017 (the “2017 Agreement”), which
3 obligated AquaChile to supply Smokehouse with salmon
4 fillets through July 2020.1 Defs.’ SUF ¶ 25.
5 Defendants dispute the existence of this contract,
6 asserting that AquaChile did not agree to supply
7 Smokehouse with salmon fillets for three years. Id.
8 ¶ 20.
9 In early 2019, AquaChile started to reduce supply
10 of fillets to Smokehouse. Id. ¶ 28. Plaintiffs assert
11 that Smokehouse began experiencing poor customer service
12 from AquaChile, that AquaChile ignored several purchase
13 orders Smokehouse had placed, and that there were delays
14 in shipments. Id. ¶ 29. Plaintiffs believed that the
15 supply issues were due to Agrosuper’s recent acquisition
16 of Empresas because there had previously been a lawsuit
17 between Smokehouse and Agrosuper. Id. ¶ 27. On April
18 11, 2019, AquaChile’s sales director told Brown that
19 AquaChile was terminating its relationship with
20 Smokehouse at Agrosuper’s direction and would not
21 continue shipping any salmon to Smokehouse due to its
22
1 Plaintiffs assert the following facts as to the formation
23 of the 2017 Agreement: Representatives of Smokehouse and
AquaChile (including De La Cruz and Brown) met on July 20, 2017.
24
Pls.’ Resp. to Defs.’ SUF ¶ 97, ECF No. 150-4. De La Cruz
25 brought with him a three-year supply agreement dated July 3,
2017, and he gave it to Brown to sign. Id. ¶ 98. After Brown
26 signed the agreement, De La Cruz elected not to sign the
agreement but “said he wanted to bring it back with him for a
27 double check.” Id. ¶ 100. Over the next month, Brown followed
up about obtaining a countersigned copy of the agreement but did
28
not receive one. Id. ¶ 102.
4
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1 prior lawsuit with Agrosuper. Id. ¶ 30. However,
2 Plaintiffs assert that De La Cruz called Smokehouse
3 personnel the following morning explaining that there
4 had been a miscommunication and that AquaChile would, in
5 fact, continue to supply Smokehouse. Pls.’ Resp. to
6 Defs.’ SUF ¶¶ 142-43.
7 For the next two months, there was a significant
8 cutback in salmon offered by AquaChile to Smokehouse.
9 Defs.’ SUF ¶ 32. In response, Smokehouse informed
10 AquaChile that its insufficient supply was impacting
11 Smokehouse and that Smokehouse therefore refused to pay
12 invoices owed to AquaChile for fillets Smokehouse had
13 received from AquaChile. Id. ¶¶ 34-35. To diffuse
14 tensions between the two parties, Smokehouse and
15 AquaChile entered into an agreement on June 6, 2019 (the
16 “2019 Agreement”), whereby AquaChile agreed to deliver
17 six containers of fillets at a reduced price due to
18 shipping delays, and in exchange Smokehouse agreed to
19 pay three outstanding invoices totaling $404,078.23.
20 Id. ¶ 36. The 2019 Agreement also stated that
21 Smokehouse “incurred $150k damages for . . . delayed /
22 non-shipped containers as referenced in the agreement
23 dated July 3, 2017 [and] quality control issues as
24 discussed on June 30, 2019.” Pls.’ Resp. to Defs.’ SUF
25 ¶ 173; Decl. of David A. Thomas in Supp. of Opp’n to MSJ
26 (“Thomas Decl.”) Ex. 35, ECF No. 153-37.
27 Shortly thereafter, AquaChile stopped supplying
28 Smokehouse with frozen salmon fillets altogether, and on
5
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1 July 30, 2019, Smokehouse personnel discussed the need
2 to place orders with other suppliers so that there was
3 not a gap in supply. Defs.’ SUF ¶ 45. On August 5,
4 2019, AquaChile further advised Smokehouse that it would
5 not be able to continue supplying Smokehouse with washed
6 salmon fillets.2 Defs.’ SUF ¶ 46. In September 2019,
7 AquaChile stopped accepting any new orders and
8 completely cut off its supply to Smokehouse. Id. ¶ 49.
9 B. Procedural Background
10 On March 4, 2022, this Court granted [256]
11 Defendants’ Motion for Summary Judgment in its entirety.
12 The Court entered Judgment [261] for Defendants and
13 against Plaintiffs on March 7, 2022, as to all of
14 Plaintiffs’ claims and as to AquaChile’s counterclaims
15 for breach of contract. Defendants filed an Application
16 to the Clerk to Tax Costs [266] on March 18, 2022, which
17 remains pending.
18 Plaintiffs filed the instant Motion for
19 Reconsideration [272] on April 4, 2022. Defendants
20 opposed [280] on April 26, 2022, and Plaintiffs replied
21 [285] on May 10, 2022.
22 Defendants filed the instant Motion to Amend
23 Judgment [273] on April 4, 2022. Plaintiffs opposed
24 [277] on April 26, 2022, and Defendants replied [282] on
25 May 10, 2022.
26
27 2 “Washing” is a process designed to kill Lm, a dangerous
species of bacteria that is known to exist in salmon products.
28
See Pls.’ Resp. to Defs.’ SUF ¶¶ 87, 95.
6
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1 II. DISCUSSION
2 A. Legal Standard
3 1. Motion for Reconsideration
4 A motion for reconsideration can be brought under
5 either Rule 59(e) or Rule 60(b) of the Federal Rules of
6 Civil Procedure. Backlund v. Barnhart, 778 F.2d 1386,
7 1388 (9th Cir. 1985). Reconsideration under Rule 59(e)
8 is appropriate “if the district court (1) is presented
9 with newly discovered evidence, (2) committed clear
10 error or the initial decision was manifestly unjust, or
11 (3) if there is an intervening change in controlling
12 law.” Sch. Dist. No. 1J v. ACandS, Inc., 5 F.3d 1255,
13 1263 (9th Cir. 1993). However, this is an
14 “extraordinary remedy, to be used sparingly” and only in
15 “highly unusual circumstances.” Kona Enters., Inc. v.
16 Estate of Bishop, 229 F.3d 877, 890 (9th Cir. 2000).
17 Alternatively, a party may seek relief from a final
18 judgment due to: (1) mistake, inadvertence, surprise, or
19 excusable neglect; (2) newly discovered evidence; (3)
20 fraud or other misconduct by an opposing party; (4) a
21 void judgment; (5) a satisfied or discharged judgment;
22 or (6) any other reason justifying relief from operation
23 of judgment. Fed. R. Civ. P. 60(b). Relief under this
24 Rule for “any other reason” requires a finding of
25 “extraordinary circumstances.” Backlund, 778 F.2d at
26 1388 (citation omitted).
27 Motions for reconsideration should not be used as a
28 vehicle to raise “repetitive contentions of matters
7
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1 which were before the court on its prior consideration
2 or contentions which might have been raised prior to the
3 challenged judgment.” Costello v. U.S. Government, 765
4 F. Supp. 1003, 1009 (C.D. Cal. 1991); see also Evans
5 Hotels, LLC v. United Here! Local 30, No. 3:18-cv-02763-
6 LL-AHG, 2022 WL 272009, at *5 (S.D. Cal. Jan. 28, 2022)
7 (“[M]otions for reconsideration should not be used
8 merely as an intermediate ‘appeal’ before taking a
9 disputed ruling to the Ninth Circuit.”).
10 2. Prejudgment and Post-Judgment Interest
11 After a court has entered judgment on a claim, the
12 prevailing party may move to amend the judgment to add
13 an award of prejudgment and post-judgment interest.
14 Osterneck v. Ernst & Whinney, 489 U.S. 169, 175 (1989).
15 A post-judgment request for interest is properly brought
16 as a motion to alter or amend the judgment under Rule
17 59(e) of the Federal Rules of Civil Procedure. Id.
18 In diversity actions, state law determines whether
19 the prevailing party is entitled to an award of
20 prejudgment interest. Northrop Corp. v. Triad Int’l
21 Mktg., S.A., 842 F.2d 1154, 1155 (9th Cir. 1988).
22 California law provides that a party “entitled to
23 recover damages certain, or capable of being made
24 certain by calculation,” is entitled to recover interest
25 from the date that the right to recover became vested.
26 Cal. Civ. Code § 3287(a). Damages are uncertain, and
27 prejudgment interest is therefore not recoverable, where
28 “the amount of damage, as opposed to only the
8
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1 determination of liability, depends upon a judicial
2 determination based upon conflicting evidence and is not
3 ascertainable from truthful data supplied by the
4 claimant to his debtor.” Esgro Central, Inc. v. General
5 Ins. Co., 98 Cal. Rptr. 153, 158 (Cal. Ct. App. 1971).
6 Where the parties have not contracted for a particular
7 rate of interest, interest is to accrue at a rate of 10%
8 per annum after breach. Cal. Civ. Code § 3289.
9 “It is settled that even in diversity cases post-
10 judgment interest is determined by federal law.”
11 Northrop, 842 F.2d at 1155. Post-judgment interest must
12 be awarded on any money judgment entered in a civil case
13 in the district court. 28 U.S.C. § 1961. It is to be
14 calculated “from the date of the entry of the judgment,
15 at a rate equal to the weekly average 1-year constant
16 maturity Treasury yield, as published by the Board of
17 Governors of the Federal Reserve System, for the
18 calendar week preceding the date of judgment.” Id.
19 Post-judgment interest is compounded annually and
20 computed daily up to the date the judgment is paid. Id.
21 § 1961(b). Post-judgment interest is to be applied to
22 all component parts of a judgment, including costs and
23 the prejudgment interest award. Air Separation, Inc. v.
24 Underwriters at Lloyd’s of London, 45 F.3d 288, 290-91
25 (9th Cir. 1995).
26 B. Analysis
27 1. Motion for Reconsideration
28 Plaintiffs argue that they are entitled to either
9
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1 amendment or relief from the Judgment because the Court
2 manifestly erred by concluding that: (1) the 2017
3 Agreement failed to satisfy the statute of frauds; (2)
4 the economic loss rule barred Plaintiffs’ fraud claims;
5 (3) Defendants did not owe Plaintiffs a duty to disclose
6 their intent to end supply; and (4) AquaChile was
7 entitled to recovery as a matter of law on its
8 counterclaims for breach of contract. Pls.’ Mot. for
9 Reconsideration 1:13-26, ECF No. 272. The Court will
10 address each argument in turn.
11 a. The Statute of Frauds [272]
12 “A memorandum satisfies the statute of frauds if it
13 identifies the subject of the parties’ agreement, shows
14 that they made a contract, and states the essential
15 contract terms with reasonable certainty.” Sterling v.
16 Taylor, 152 P.3d 757, 766 (Cal. 2007). “What is
17 essential depends on the agreement and its context and
18 also on the subsequent conduct of the parties.” Id.
19 “Because the memorandum itself must include the
20 essential contractual terms, it is clear that extrinsic
21 evidence cannot supply those required terms.” Id. at
22 767.
23 Plaintiffs argue that the Court failed to consider
24 Plaintiffs’ argument that “the combination of the [2017
25 Agreement] and the [2019 Agreement] together constituted
26 a sufficient ‘memorandum’ or ‘writing’ to satisfy the
27 statute of frauds.” Mot. 3:17-19. This argument fails
28 under Sterling, which makes clear that the essential
10
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1 terms of the agreement sought to be enforced must be
2 stated in the memorandum itself. Here, the 2019
3 Agreement contains no essential terms from the 2017
4 Agreement at all. It is thus impossible for the Court
5 to determine with any certainty that the 2019 Agreement
6 is referencing the purported 2017 Agreement that
7 Plaintiffs have put forward. Plaintiffs insist that the
8 essential terms of the 2017 Agreement can be read into
9 the 2019 Agreement, but the two documents cannot be read
10 together to satisfy the statute of frauds when the 2019
11 Agreement contains no essential terms from the 2017
12 Agreement whatsoever. See Straus v. De Young, 155 F.
13 Supp. 215, 219 (S.D. Cal. 1957) (finding signed
14 memorandums insufficient to satisfy the statute of
15 frauds because none contained “any language which
16 indicate[d] or from which might be inferred an intention
17 on the part of the defendants to authenticate or confirm
18 the oral agreement”).
19 In the cases cited by Plaintiff where the Court
20 read two documents together, it was clear that the
21 signed writing was referring to another specific
22 document that set forth the essential terms of the
23 agreement. See, e.g., Searles v. Gonzales, 191 Cal.
24 426, 433 (1923) (considering unsigned interest notices
25 together with signed checks because the documents “were,
26 without question, linked together in the minds of the
27 parties”). Here, however, the relation between the 2019
28 Agreement and the purported 2017 Agreement simply does
11
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1 not “appear upon the face of the writings relied upon.”
2 Id. at 431. The 2019 Agreement’s single reference to an
3 agreement between the parties that took place in 2017
4 does not satisfy the statute of frauds. As stated in
5 the Court’s previous order, the 2019 Agreement could be
6 referring to a single purchase order entered into on
7 July 3, 2017, just as easily as it could be referring to
8 a three-year supply agreement entered into on that date.
9 Plaintiffs further assert that the Court failed to
10 recognize that the 2019 Agreement “affirmed the three-
11 year duration when considered with parol evidence, which
12 can be introduced to establish satisfaction of the
13 statute of frauds.” Mot. for Reconsideration 8:3-7.
14 Not so. The law is clear that extrinsic evidence cannot
15 be used to supply essential terms that are missing from
16 the memorandum. See Sterling, 40 Cal. 4th at 766.
17 Moreover, as the Court stated in its previous Order, the
18 extrinsic evidence in this case does not convince the
19 Court that the parties entered into a three-year supply
20 agreement. Outside of the purported agreement itself,
21 Plaintiffs have failed to identify in the record a
22 single reference to a commitment by Defendants to
23 continue supplying Plaintiffs with salmon through July
24 2020. “The primary purpose of the [statute of frauds]
25 is evidentiary,” and Plaintiffs have not provided
26 sufficient evidence that the three-year supply agreement
27 was actually entered into. See id. It therefore fails
28 under the statute of frauds and is unenforceable as a
12
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1 matter of law.
2 b. Fraudulent Concealment
3 Plaintiffs argue that the Court erred in dismissing
4 their fraudulent inducement theory for two reasons: (1)
5 their fraud theory has been consistent throughout this
6 case, and (2) the economic loss doctrine does not apply
7 to fraudulent inducement claims. See Mot. for
8 Reconsideration 9:23-12:1.
9 As to the consistency of their fraud theory,
10 Plaintiffs assert that their fraudulent concealment
11 claims have always been based on Defendants’ intentional
12 concealment of the impending supply cutoff in order to
13 induce Smokehouse to enter into the 2019 Agreement and
14 other subsequent purchases. Id. at 10:21-11:21.
15 However, Plaintiffs did not frame their claims as
16 fraudulent inducement in the FAC. Plaintiffs did not
17 allege that Defendants fraudulently concealed the supply
18 cutoff with the intention of inducing Plaintiffs to
19 enter into subsequent agreements. Rather, Plaintiffs
20 alleged that Defendants concealed the supply cutoff to
21 avoid litigation, and as a result, Plaintiffs were
22 deprived of time to find alternative suppliers. See FAC
23 ¶¶ 76, 80, 100-109. Plaintiffs should not be permitted
24 to change the factual basis of their claim at the
25 summary judgment stage. See Swan v. Bank of Am. Corp.,
26 No. 2:07–CV–00217–PMP–LRL, 2008 WL 2859066, at *10-11
27 (D. Nev. July 22, 2008) (citing Coleman v. Quaker Oats
28 Co., 232 F.3d 1271, 1294 (9th Cir. 2000)).
13
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1 Even if the Court were to consider Plaintiffs’
2 fraudulent inducement theory, the claims would still be
3 barred by the economic loss rule. The economic loss
4 rule bars tort claims that seek recovery for purely
5 economic loss that is indistinguishable from the loss
6 caused by the breach of a contract. Robinson Helicopter
7 Co., v. Dana Corp., 102 P.3d 268, 273 (Cal. 2004).
8 Thus, “[g]enerally speaking, the terms of a contract
9 cannot form the basis of a fraudulent inducement claim.”
10 Lee v. Fed. St. L.A., LLC, No. 2:14-cv-06264-CAS(SSx),
11 2016 WL 2354835, at *9 (C.D. Cal. May 3, 2016) (citing
12 Foster Poultry Farms v. Alkar-Rapidpak-MP Equipment,
13 Inc., 868 F. Supp. 2d 983, 993 (E.D. Cal. 2012)).
14 Here, the purportedly fraudulent promise that
15 induced Plaintiffs to enter into the 2019 Agreement and
16 other subsequent purchases was that AquaChile would
17 continue supplying Plaintiffs with salmon. This was an
18 express term of the purported 2017 Agreement. Thus,
19 however Plaintiffs frame their fraud claims, they cannot
20 escape the economic loss rule because the claims are
21 based on Defendants’ failure to abide by their
22 obligation under the 2017 Agreement to continue
23 supplying Smokehouse with salmon. Even if Defendants’
24 promise of continued supply induced Plaintiffs to enter
25 into a new contract with new parties, the breached
26 obligation that Plaintiffs seek to hold Defendants
27 liable for arises from the 2017 Agreement. Moreover,
28 Plaintiffs seek identical damages for their contract
14
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1 claims as they do for their fraud claims. The fraud
2 claims are therefore barred. See Foster Poultry Farms,
3 868 F. Supp. 2d at 994 (holding that “regardless of the
4 language used” in labelling a claim, fraud claims
5 involving misrepresentations that also constitute
6 standalone contractual obligations are barred by the
7 economic loss rule).
8 c. Duty to Disclose
9 Even if Defendants’ purported misrepresentations
10 were independent of the contractual obligations created
11 by the 2017 Agreement, Plaintiffs’ fraud claims
12 alternatively fail because Defendants did not have a
13 duty to disclose the supply cutoff decision to
14 Plaintiffs. Nothing in Plaintiffs’ Motion convinces the
15 Court that this holding was erroneous. Plaintiffs rely
16 upon the same law and the same facts in the record as it
17 did previously in arguing that a duty existed, all of
18 which the Court considered before ruling on Defendants’
19 Motion for Summary Judgment. The Court need not address
20 those arguments again here. See C.D. Cal. L.R. 7-18
21 (“No motion for reconsideration may in any manner repeat
22 any oral or written argument made in support of, or in
23 opposition to, the original motion.”); Costello, 765 F.
24 Supp. at 1009.
25 d. AquaChile’s Counterclaims
26 Plaintiffs similarly fail to identify manifest
27 error in the Court’s ruling on AquaChile’s counterclaims
28 for breach of contract. Plaintiffs state that they
15
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1 provided various evidence of AquaChile’s representations
2 to Smokehouse that certain fillets were washed.
3 However, Plaintiffs provide no evidence of a
4 representation made by AquaChile that was knowingly
5 false when made. To prevail on its affirmative defense,
6 Smokehouse needed to identify a triable issue of fact
7 that AquaChile made a promise that it “had no intention
8 of performing at the time the promise was made.” UMG
9 Recordings, Inc. v. Global Eagle Ent., Inc., 117 F.
10 Supp. 3d 1092, 1108 (C.D. Cal. 2015). Plaintiffs assert
11 that AquaChile ceased washing their salmon fillets in
12 July 2019, see Pls.’ Resp. to Defs.’ SUF ¶ 240, but they
13 provide no evidence that any of the relevant purchases
14 were placed after this date. In other words, there is
15 no evidence that AquaChile promised to provide washed
16 fish with the intention of breaching that promise. Even
17 if some of the orders were ultimately not washed in
18 accordance with Smokehouse’s expectations, “[m]ere
19 nonperformance of a promise does not suffice to show
20 falsity of a promise.” UMG Recordings, 117 F. Supp. 3d
21 at 1108; see also Riverisland Cold Storage, Inc. v.
22 Fresno-Madera Prod. Credit Ass’n, 55 Cal. 4th 1169, 1183
23 (2013) (“It is insufficient to show an unkept but honest
24 promise, or mere subsequent failure of performance.”).
25 Thus, the Court did not err in granting AquaChile
26 summary judgment on its breach of contract claims.
27 In sum, Plaintiffs have failed to meet the high bar
28 required for relief under either Rule 59(e) or Rule
16
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1 60(b). The Court declines to address any remaining
2 arguments made by Plaintiffs, as they are repetitive of
3 those made in their Opposition to Defendants’ Motion for
4 Summary Judgment and therefore procedurally improper.
5 As other courts have aptly stated:
6
Rarely does the losing party believe that its
7
position lacked merit, or that the Court was
8 correct in ruling against it. Rather than
either accept the Court’s ruling or appeal it,
9
it seems to have instead become de rigueur to
10 file a motion for reconsideration. The vast
majority of these motions represent a simple
11
rehash of the arguments already made, although
12 now rewritten as though the Court was the
opposing party and its Order the brief to be
13
opposed. It is easy for each litigant to
14 consider only his or her own motion, and the
seemingly manifest injustice that has been done
15
to them. But the cumulative effect is one of
16 abuse of the system and a drain on judicial
resources that could be better used to address
17
matters that have not yet been before the Court
18 once, let alone twice.
19 See Evans Hotel, 2022 WL 272009, at *5 (quoting Holtz v.
20 Powazek, No. 3:21-cv-01401-CAB-JLB, 2021 WL 5448981, at
21 *2 (S.D. Cal. Nov. 22, 2021)). Plaintiff’s Motion is
22 DENIED.
23 2. Motion to Amend [273]
24 AquaChile moves for amendment of the Court’s
25 judgment to include an award of both prejudgment and
26 post-judgment interest in relation to its breach of
27 contract claims. See generally AquaChile’s Mot. to Am.
28 J., ECF No. 273. The Court concludes that AquaChile is
17
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1 entitled to both prejudgment and post-judgment interest
2 and accordingly GRANT AquaChile’s Motion.
3 a. Prejudgment Interest
4 Plaintiffs argue that AquaChile is not entitled to
5 prejudgment interest because Smokehouse’s alleged debt
6 under each of the purchase orders was a disputed fact.
7 Pls.’ Opp’n to Mot. to Am. J. 2:14-15, ECF No. 277.
8 They argue that the parties “did not have a meeting of
9 the minds about the value of the product that AquaChile
10 delivered” because Smokehouse believed it was receiving
11 washed salmon fillets, but the fillets were in fact non-
12 washed. Id. at 2:26-3:8. Thus, the fair value of the
13 non-washed fillets received by Smokehouse was less than
14 the stated purchase price and remains a disputed fact.
15 Id. at 3:25-4:1.
16 Plaintiffs’ argument fails because Plaintiffs did
17 not dispute the amount that AquaChile was entitled to
18 recover on its breach of contract claims at the summary
19 judgment stage. In opposing these counterclaims,
20 Plaintiffs argued that AquaChile was not entitled to
21 recovery at all because AquaChile misrepresented that
22 the fillets were washed, a material component of the
23 agreement. See Pls.’ Opp’n to MSJ 25:10-22. Plaintiffs
24 did not argue, however, that if AquaChile was entitled
25 to recovery, the amount of damages was actually less
26 than what AquaChile claimed. “A claim that damages is
27 $0 is not a dispute which renders the amount of damages
28 uncertain; it is effectively an argument for no
18
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1 liability.” L.A. Unified Sch. Dist. v. Torres Constr.
2 Grp., 271 Cal. Rptr. 3d 523, 548 (Cal. Ct. App. 2020).
3 AquaChile requested a certain amount of damages for
4 its counterclaims, and Plaintiffs did not dispute that
5 this was the proper amount reflected in the purchase
6 orders or that the purchase orders governed AquaChile’s
7 claim for damages. Plaintiffs therefore knew the amount
8 of damages owed to AquaChile if Smokehouse were to be
9 found liable on the breach of contract claims. See
10 Chesapeake Indus., Inc. v. Togova Enters., Inc., 197
11 Cal. Rptr. 348, 352 (Cal. Ct. App. 1983) (stating that
12 the focus in determining whether damages are
13 sufficiently certain is on the debtor’s knowledge about
14 the amount of the creditor’s claim). AquaChile’s
15 damages were thus certain, and AquaChile is entitled to
16 prejudgment interest.
17 The parties agree on the proper calculation method
18 for prejudgment interest and further agree that the
19 proper amount of prejudgment interest to be awarded is
20 $131,850.21. See Pls.’ Opp’n to Mot. to Am. J. 5:12-15;
21 AquaChile’s Reply in Supp. of Mot. to Am. J. 6:7-12, ECF
22 No. 282. The Court therefore GRANTS Defendant’s request
23 for prejudgment in the amount of $131,850.21.
24 b. Post-Judgment Interest
25 Plaintiffs do not dispute that an award of post-
26 judgment interest is mandatory under 28 U.S.C. § 1961 or
27 that the applicable interest rate is 1.02%. See Pls.’
28 Opp’n to Mot. to Am. J. 5:24-26. The parties further
19
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1 agree that the post-judgment interest calculation should
2 include the final costs amount awarded on Defendants’
3 Application to the Clerk to Tax Costs. Thus, the Court
4 GRANTS AquaChile’s request for post-judgment interest,
5 which is to be computed daily starting from March 7,
6 2022. The amount accrued per day shall be calculated by
7 adding together $688,369.53 and the total costs awarded,
8 multiplying that amount by the interest rate of 1.02%,
9 and dividing by 365 to arrive at the daily figure.
10 III. CONCLUSION
11 Based on the foregoing, the Court DENIES
12 Plaintiffs’ Motion for Reconsideration. The Court
13 GRANTS AquaChile’s Motion to Amend Judgment to add
14 prejudgment and post-judgment interest. The prejudgment
15 interest award is $131,850.21. The post-judgment
16 interest award is to accrue at the statutory rate
17 starting from March 7, 2022. Defendants shall file a
18 Proposed Amended Judgment reflecting interest awards
19 consistent with both this Order and the final cost
20 award.
21 IT IS SO ORDERED.
22
23 DATED: June 14, 2022 ____/_s/_ R__on_a_l_d_ S_._W_._ L_e_w________
HONORABLE RONALD S.W. LEW
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Senior U.S. District Judge
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