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Andersons, Inc. v. Walker

March 31, 2010

THE ANDERSONS, INC., PLAINTIFF,
v.
JERRY G. WALKER, ELLEN M. WALKER, STEPHANIE WALKER SPIROS, JEREMY WALKER, AND FALL GRAIN, INC., DEFENDANTS.



The opinion of the court was delivered by: Michael P. McCUSKEY Chief U.S. District Judge

OPINION

This case is before the court for ruling on the Motions in Limine filed by the parties. This court has carefully reviewed the arguments of the parties and the documents provided. Following this careful and thorough review, this court rules as follows: (1) Plaintiff's First Motion in Limine to Exclude References to its Business Dealings with Third Parties (#50) is DENIED; (2) Plaintiff's Second Motion in Limine to Exclude Evidence Purporting to Challenge Fall Grain's Liability to Plaintiff Pursuant to the Underlying Grain Contracts (#52) is DENIED; and (3) Defendants' Motions in Limine (#54) are GRANTED in part and DENIED in part.

MOTIONS IN LIMINE

I. STANDARD

The "motion in limine is an important tool available to the trial judge to ensure the expeditious and evenhanded management of the trial proceedings." Jonasson v. Lutheran Child & Family Servs., 115 F.3d 436, 440 (7th Cir. 1997). A motion in limine "performs a gatekeeping function and permits the trial judge to eliminate from further consideration evidentiary submissions that clearly ought not be presented to the jury because they clearly would be inadmissible for any purpose." Jonasson, 115 F.3d at 440.

II. PLAINTIFF'S FIRST MOTION IN LIMINE

On March 11, 2010, Plaintiff filed its First Motion in Limine to Exclude References to its Business Dealings with Third Parties (#50) and a Memorandum of Law in Support (#51). Plaintiff asked this court to bar Defendants from referencing any of Plaintiff's efforts to procure guarantee agreements from or other transactions with any third parties in the jury's presence. Plaintiff argued that this evidence would be irrelevant and rely on inadmissible hearsay. Plaintiff also argued that, even if the evidence was admissible, it would be unduly prejudicial to Plaintiff. Plaintiff contended that the manner in which it may have chosen to manage its business relationship with other grain sellers is simply not relevant to any matter at issue in this lawsuit because this lawsuit only concerns the business relationship between Plaintiff and Defendants.

On March 29, 2010, Defendants filed their Response in Opposition to Plaintiff's Motion in Limine (#57). Defendants argued that Plaintiff's efforts to procure guarantee agreements with other farmers, and its transactions with other farmers, are relevant for two reasons. Defendants argued that the first reason is that they believe that Plaintiff may argue to the jury, as it did in its Motion for Summary Judgment, that it sought guarantees from the individual Defendants because it had a particular concern regarding Defendant Fall Grain, Inc. (Fall Grain). Defendants argued that they must be allowed to present evidence to controvert this assertion by showing that Plaintiff sought guarantees from individuals affiliated with another large grain seller, and met with them on August 14, 2007, the same day that Larry Wood and Matt Anderson met with Defendants Jerry Walker and Stephanie Spiros. Defendants argued that the second reason is that they believe that Plaintiff may argue to the jury, as it did in its Motion for Summary Judgment, that it did not permit rolling of hedge-to-arrive grain contracts with farmers from one crop year to another. Defendants argued that they must be allowed to present evidence to counter this assertion by showing that Plaintiff did, in fact, permit hedge-to-arrive grain contracts with other farmers to be rolled from one crop year to the next.

This court agrees with Defendants that, based upon the arguments made by Plaintiff in its Motion for Summary Judgment, the evidence Plaintiff is seeking to prohibit is relevant and should be allowed in this case. Accordingly, because Plaintiff has not shown that the evidence it seeks to exclude would clearly be inadmissible for any purpose, Plaintiff's First Motion in Limine (#50) is DENIED.

III. PLAINTIFF'S SECOND MOTION IN LIMINE

On March 11, 2010, Plaintiff also filed its Second Motion in Limine to Exclude Evidence Purporting to Challenge Fall Grain's Liability to Plaintiff Pursuant to the Underlying Grain Contracts (#52) and a Memorandum of Law in Support (#53). Plaintiff asked this court to bar Defendants from re-litigating issues that were subject to arbitration between Plaintiff and Fall Grain by seeking admission of evidence relating to Fall Grain's obligations and related dealings with Plaintiff pursuant to the underlying grain contracts. Plaintiff argued that this evidence is barred by collateral estoppel and also argued that allowing Defendants to present evidence related to Fall Grain's supposed right to unilaterally amend delivery dates will prejudice Plaintiff. Plaintiff argued that allowing Defendants to present such evidence would unreasonably risk the creation of an impression that the issue of Fall Grain's liability to Plaintiff remains an open issue, even though the issue has been decided by arbitrator decisions which have been confirmed by this court.

In their Response in Opposition to Plaintiff's Motions in Limine (#57), Defendants noted that this court rejected Plaintiff's collateral estoppel argument in its Opinion (#56) entered on March 26, 2010. This court specifically found that the issues related to the procurement of the personal guarantees from the individual Defendants, and the liability of the individual Defendants based upon the personal guarantees, are completely different from the issue of whether Fall Grain breached its contracts with Plaintiff. Defendants argued that they are not seeking to re-litigate the issue of Fall Grain's liability before the jury. They stated that, instead, they are seeking to litigate, for the first time, the issue of whether the individual Defendants are not liable to Plaintiff because of Plaintiff's fraud upon the individual Defendants in the procurement of their personal guarantees or because of Plaintiff's failure to honor the promises it made to the individual Defendants in exchange for their execution and delivery of personal guarantees. Defendants argued that the issue of whether Plaintiff fraudulently procured the guarantees through false promises it made to the individual Defendants about permitting future rolling into the 2008 or 2009 crop years and about making timely payment for all grain deliveries and the issue of whether Plaintiff failed to honor the promises it made in exchange for the personal guarantees are relevant to the affirmative defenses and claims of the individual Defendants. Defendants contended that the relevance of this evidence far outweighs any conceivable unfair prejudice to Plaintiff.

This court agrees with Defendants that they are entitled to litigate the issues related to the procurement of the personal guarantees, including evidence regarding any promises made by Plaintiff and regarding whether the promises were honored by Plaintiff. Therefore, accepting Defendants' statement that they are not seeking to re-litigate the issue of Fall Grain's liability to Plaintiff before the jury, this court concludes that Plaintiff is not entitled to an order barring Defendants from seeking admission of evidence relating to Fall Grain's obligations ...


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