United States District Court, District of Columbia
B. WALTON, UNITED STATES DISTRICT JUDGE
civil case, which involves a myriad of claims and
counterclaims asserted by multiple parties, including two
former friends and business associates, is nearing its
resolution, following the first half of a bifurcated jury
trial on the issue of liability with respect to each claim
and counterclaim, with the damages phase of the trial
scheduled to commence on March 28, 2017. Currently pending
before the Court are three inter-related motions that will
determine which claims remain for the damages phase of trial.
See generally Headfirst Professional Sports Camps
LLC's Motion for Judgment and Proposed Findings of Fact
and Conclusions of Law, ECF No. 244 (“Headfirst
Prof'l's Mot.”); Elwood's Motion for
Judgment on Partial Findings as to Headfirst Professional
Sports Camps LLC's Counterclaim and Memorandum in
Support, ECF No. 222 (“Elwood's Rule 52
Mot.”); Brendan Sullivan III and Headfirst Professional
Sports Camps LLC's Motion for Judgment as a Matter of Law
Regarding Damages, ECF No. 246 (“Pls' Damages
Mot.”). Upon careful consideration of the parties'
submissions,  the Court concludes that Headfirst
Professional Sports Camps LLC's (“Headfirst
Professional”) motion for judgment and Elwood's
Rule 52 motion must be granted in part and denied in part,
and that Brendan Sullivan and Headfirst Professional's
motion regarding damages must be granted.
Court's detailed findings of fact are set forth herein,
infra Part III.A.1; however, for purposes of
resolving the several pending motions, an overview of the
history of this dispute prior to this Court's
involvement, and a summary of the jury's verdict in the
liability phase of the trial, are useful.
Proceedings in Superior Court
3, 2013, Headfirst Professional filed a lawsuit against
Robert Elwood (“Elwood”) in the Superior Court of
the District of Columbia (“Superior Court”),
which included a motion for a preliminary injunction.
See Docket Sheet, Headfirst Professional Sports
Camps LLC v. Robert Elwood, Case No. 2013 CA 003108 B.
On July 10, 2013, Headfirst Professional voluntarily
dismissed that lawsuit, and simultaneously filed a new
lawsuit in the Superior Court, but did not seek injunctive
relief in the new case. See Docket Sheet,
Headfirst Professional Sports Camps LLC v. Robert
Elwood, Case No. CA 004682 B; Feb. 2, 2017 Hearing Tr.
Brendan Sullivan III (“Sullivan”), Headfirst
Camps LLC (“Headfirst Camps”), and Headfirst
Baseball LLC (“Headfirst Baseball”), initiated
this lawsuit against Elwood on April 21, 2013. Complaint, ECF
No. 1 (Apr. 21, 2013). Elwood then filed a counterclaim
against Sullivan and Headfirst Professional, thus bringing
Headfirst Professional into this lawsuit as a party. See
generally Elwood's Am. Countercl. The Superior Court
case initiated by Sullivan and Headfirst Professional was
stayed and has remained in that status pending the resolution
of the parties' dispute in this Court. See
Docket Sheet, Headfirst Professional Sports Camps LLC v.
Robert Elwood, Case No. CA 004682 B.
Jury's Liability Phase Verdict
utmost relevance to the resolution of the pending motions are
the following jury findings: First, the jury found in favor
of Elwood on his claim that a Headfirst partnership existed
between him and Sullivan and that each owns a 50% share in
that partnership. Verdict Form (Questions 3 & 4 and the
jury's verdict). The jury also found that by excluding
Elwood from managing Headfirst Professional in December 2012,
Sullivan and Headfirst Professional breached their
obligations owed to Elwood under the Headfirst Professional
operating agreement. Id. (Questions 10 & 11 and
the jury's verdict). However, the jury determined that
Elwood's conversion of Headfirst Baseball's and
Headfirst Camps' funds, which occurred prior to
Elwood's termination, constituted a breach of the
Headfirst Professional operating agreement's implied
covenant of good faith and fair dealing. Id.
(Question 12 and the jury's verdict). Finally, the jury
also concluded that Sullivan and Headfirst Professional
violated the District of Columbia Limited Liability Company
Act by excluding Elwood from the management of Headfirst
Professional. Id. (Questions 13 & 14 and the
STANDARDS OF REVIEW
to Federal Rule of Civil Procedure 50(a), the Court may grant
a motion for judgment as a matter of law if “a
reasonable jury would not have a legally sufficient
evidentiary basis to find for the party on that issue.”
Fed.R.Civ.P. 50(a)(1). “[A] court may not assess the
credibility of witnesses or weigh the evidence” when
considering such a motion, Hayman v. Nat'l Acad. of
Scis., 23 F.3d 535, 537 (D.C. Cir. 1994), and the Court
must consider the evidence in the light most favorable to the
non-moving party, see McGill v. Munoz, 203 F.3d 843,
845 (D.C. Cir. 2000) (“Judgment as a matter of law is
appropriate only if ‘the evidence and all reasonable
inferences that can be drawn therefrom are so one-sided that
reasonable men and women could not' have reached a
verdict in [the non-moving party's] favor.”
(quoting Duncan v. Wash. Metro Area Transit Auth.,
201 F.3d 482, 485 (D.C. Cir. 2000))).
That is not to say, however, that a mere scintilla of
evidence will defeat a Rule 50 motion. “The question is
not whether there is literally no evidence supporting the
party against whom the motion is directed but whether there
is evidence upon which the jury might reasonably find a
verdict for that party.”
Robinson v. Wash. Metro. Area Transit Auth., 941
F.Supp.2d 61, 67 (D.D.C. 2013) (quoting 9B Wright &
Miller, Federal Practice and Procedure § 2524 (3d
ed. 2008)), aff'd, 774 F.3d 33 (D.C. Cir. 2014).
Rule of Civil Procedure 52 provides that
[i]n an action tried on the facts without a jury or with an
advisory jury, the court must find the facts specially and
state its conclusions of law separately. The findings and
conclusions may be stated on the record after the close of
the evidence or may appear in an opinion or a memorandum of
decision filed by the court.
Fed. R. Civ. P. 52(a). Further,
[i]f a party has been fully heard on an issue during a
nonjury trial and the court finds against the party on that
issue, the court may enter judgment against the party on a
claim or defense that, under the controlling law, can be
maintained or defeated only with a favorable finding on that
Fed. R. Civ. P. 52(c). “A judgment on partial findings
must be supported by findings of fact and conclusions of law
as required by Rule 52(a).” Id. “In its
determination of a motion made in accordance with Rule 52(c),
‘a district court may not draw any special inferences
in favor of the non-movant'; rather, ‘the court
must weigh the evidence, resolve any conflicts in it, and
decide where the preponderance lies.'” Burke v.
Record Press, Inc., 951 F.Supp.2d 26, 31 (D.D.C. 2013)
(quoting United States ex rel. Ervin & Assocs. v.
Hamilton Sec. Grp., 298 F.Supp.2d 91, 92-93 (D.D.C.
Headfirst Professional's Rule 52(a) and ...