Caldas & Sons, Inc v. Willingham

                 IN THE UNITED STATES COURT OF APPEALS

                         FOR THE FIFTH CIRCUIT

                          ___________________

                             No. 95-60263
                          ___________________


CALDAS & SONS, INC., ANGELO CALDAS,
                                                 Plaintiffs-Appellants,

                                versus

BEN H WILLINGHAM, JR., CORIM AGRI, INC., CORIM, INC.,
CARL W. STOWE,
                                         Defendants-Appellees.

_________________________________________________________________

          Appeal from the United States District Court
             for the Northern District of Mississippi
                           DC-90-CV-40-B
_________________________________________________________________

                             July 22, 1996

Before GARWOOD, HIGGINBOTHAM and BENAVIDES, Circuit Judges.

PER CURIAM*:

     Plaintiffs-Appellants appeal the district court's granting of

Defendants-Appellees' motion for judgment as a matter of law after

a jury trial resulted in a verdict and award of compensatory and

punitive damages in favor of Plaintiffs-Appellants.         The court

concluded that no reasonable juror could arrive at a verdict

contrary to the finding that the relationship between the parties

was one of an arm's length seller-purchaser and not of an agent-

principal.     In granting the motion, the court held that two pieces

    *
       Pursuant to Local Rule 47.5, the Court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in Local Rule 47.5.4.
of evidence supporting Plaintiffs-Appellants' claims should have

been excluded.     We reverse and remand.

                                        I.

      This case arises from the sale of approximately 1,000 acres of

Mississippi Delta farm land from Defendant-Appellee Corim, Inc.

("Corim") to the purchaser, Plaintiff-Appellant Caldas & Sons, Inc.

("Caldas & Sons").          Defendant-Appellee Ben H. Willingham is a

principal of the seller, Corim, and Plaintiff-Appellant Angelo

Caldas is a principal of the purchasing company, Caldas & Sons.1

In   January    1990,    Plaintiffs-Appellants         filed    their    original

complaint against Defendants-Appellees seeking compensatory and

punitive damages for alleged RICO violations, breach of fiduciary

duties, breach of contract, fraud, intentional misrepresentation,

deceit    and   trickery,    legal    malpractice,     and     conspiracy.     In

September 1990, the case was consolidated with another arising out

of the same set of transactions.

      A   motion   for   summary     judgment    was   filed    by    Defendants-

Appellees, which the district court granted.2            All remaining claims

against Defendants-Appellees were dismissed by stipulation of the

parties.    Plaintiffs-Appellants appealed the summary judgment.               On

appeal,    we   reversed     and     remanded,   holding       that   under   the

      1
        The background facts and procedural history of this case
are summarized in our decision on the first appeal of the instant
action. Caldas & Sons, Inc. v. Willingham, 17 F.3d 123 (5th Cir.
1994).
     2
        The court granted summary judgment in favor of Defendants-
Appellees on the claims for RICO violations, breach of fiduciary
duty as purchasing agent, breach of contract, fraud, and conspiracy
to commit fraud.

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circumstances of this case, the existence of a duty by Corim to

Caldas & Sons was a question for the trier of fact.             Willingham, 17

F.3d at 129.

     On remand, the case proceed to jury trial.                On January 19,

1995,    the    jury   returned   a   verdict     in   favor   of   Plaintiffs-

Appellants, awarding $100,000 in compensatory damages, $75,000 in

punitive damages against Willingham, and $125,000 in punitive

damages against Corim.      The district court entered judgment on the

verdict on January 20, 1995.

     On January 30, 1995, Defendants-Appellees filed a motion for

new trial and renewed motion for judgment as a matter of law.                On

April 20, 1995, the district court granted Defendants-Appellees'

motion for judgment as a matter of law, holding that Plaintiffs-

Appellants had not proved the existence of an agency relationship

between Caldas & Sons and Corim.            In reaching this conclusion, the

court determined that the contradictory testimony of Plaintiffs-

Appellants' expert, Dr. Dennis Tosh ("Dr. Tosh"), and a hearsay

June 13, 1984 letter from Rolf Schlegel ("Schlegel") to Angelo

Caldas should have been excluded from the evidence presented at

trial.    The court further stated that even though the motion for

new trial was mooted by the granting of judgment as a matter of

law, "a motion for new trial would have been granted of necessity"

because    of    Tosh's    testimony        alone.     Plaintiffs-Appellants

subsequently filed their notice of appeal.

                                       II.

     We review the district court's granting of a motion for


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judgment as a matter of law de novo, applying the same legal

standard as the district court.          Omnitech International, Inc. v.

Clorox Co.,    11   F.3d   1316,   1322-23   (5th   Cir.),   cert.    denied,

___U.S.___, 115 S.Ct. 71, 130 L.Ed.2d 26 (1994) (citing Roberts v.

Wal-Mart Stores, Inc., 7 F.3d 1256, 1259 (5th Cir. 1993)).            "If the

evidence at trial points so strongly and overwhelmingly in the

movant's favor that reasonable jurors could not reach a contrary

conclusion, this court will conclude that the motion should have

been granted."      Id. (internal citations omitted).         If, however,

there is evidence of such quality and weight that reasonable jurors

might reach a different conclusion, then the motion should have

been denied.   Robertson v. Bell Helicopter Textron, Inc., 32 F.3d

948, 951 (5th Cir. 1994), cert. denied, ___U.S.___, 115 S.Ct. 1110,

130 L.Ed.2d 1075 (1995).

     In its order granting the motion for judgment as a matter of

law, the district court concluded that two pieces of evidence were

improperly admitted at trial:        Dr. Tosh's testimony and the 1984

letter from Schlegel to Angelo Caldas.           In the first appeal of

summary judgment in this case, this Court held that Plaintiffs-

Appellants submitted evidence that created a genuine issue of

material fact of an agency relationship between Corim and Caldas &

Sons sufficient to present to a jury.        Willingham, 17 F.3d at 129.

The Court's conclusion was based, in part, on the 1984 letter from

Schlegel to Angelo Caldas. Id. at 128. Defendants-Appellees argue,

as the district court held, that the 1984 letter is hearsay because

it was offered for the truth of the matter asserted.                 We find,


                                     4
however, that the 1984 letter from Schlegel to Angelo Caldas was

offered to show only that the statements contained in the letter

were made to Caldas & Sons.          A reasonable juror could disbelieve

every statement in the 1984 letter and still conclude that Schlegel

was attempting to create an agency relationship. Additionally, the

1984 letter from Schlegel to Angelo Caldas is not hearsay, and the

district court erred in ruling post-verdict that it should have

been excluded.       When the 1984 letter is considered along with the

testimonial evidence at trial regarding Schlegel's actions and

communications with Caldas & Sons as an agent of Corim, Plaintiffs-

Appellants'    evidence     supports   the   jury's      verdict.3     Thus,    we

conclude that the district court erred in granting Defendants-

Appellees' motion for judgment as a matter of law.

      The district court's order granting judgment as a matter of

law also addressed Defendants-Appellees' motion for new trial. The

court's order states:

      Even though defendants' motion for new trial is mooted by
      the granting of the motion for judgment as a matter of
      law, it is apparent that independent of the granting of
      the motion for judgment as a matter of law in favor of
      the defendants, a motion for new trial would have been
      granted of necessity because of the contradictory
      testimony of Dr. Tosh alone.

Defendants-Appellees argue that the district court alternatively

granted them a new trial, Plaintiffs-Appellants waived any argument

to   reverse   the    new   trial,   and   the   court    did   not   abuse    its

      3
        Indeed, we reversed the district court's summary judgment
in the first appeal in this case finding that the evidence,
including the 1984 letter from Schlegel to Angelo Caldas, created
genuine issues of material fact that an agency relationship existed
between Corim and Caldas & Sons. Willingham, 17 F.3d at 129.

                                       5
discretion in ordering a new trial. Review of the district court's

order reveals that the language used in addressing the motion for

new trial is not mandatory, and that the court affirmatively states

that the motion for new trial is mooted by the granting of

Defendants-Appellees' motion for judgment as a matter of law.

Having itself declared that the motion for new trial was mooted, it

is   not      clear   whether     the    district      court    impliedly   denied    or

conditionally granted the motion for new trial.                    In any event, any

consideration of the motion for new trial was burdened by the

erroneous view that Defendants-Appellees were entitled to judgment

as a matter of law, and that the 1984 letter from Schlegel to

Angelo Caldas should have been excluded.                     Accordingly, we reverse

and remand to the district court.4

                                           III.

         For the reasons articulated above, we REVERSE the district

court's judgment granting Defendants-Appellees' motion for judgment

as   a       matter   of   law   and    REMAND    to   the     district   court's    for

consideration of Defendants-Appellees' motion for new trial in

         4
        The district court held that Dr. Tosh's testimony was an
unfair surprise because it contradicted his deposition testimony.
We note that although the district court would be justified in
excluding Dr. Tosh's testimony at trial, its admission is not
automatically grounds for a new trial. A new trial may be granted
when an expert's testimony results in prejudicial surprise
"inconsistent with substantial justice." Genmoora Corp. v. Moore
Business Forms, Inc., 939 F.2d 1149, 1156 (5th Cir. 1991) (citing
Conway v. Chemical Leaman Tank Lines, Inc., 687 F.2d 108, 111-12
(5th Cir. 1982)). See also FED. R. CIV. P. 61. We have limited
reversible error for unfair surprise "to situations where a
completely new issue is suddenly raised or a previously
unidentified expert witness is suddenly called to testify." Conway
v. Chemical Leaman Tank Lines, Inc., 687 F.2d 108, 112 (5th Cir.
1982).

                                            6
light of our decision in this appeal.




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