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inTEAM Associates, LLC v. Heartland Payment Systems, LLC

Court of Chancery of Delaware

April 27, 2018

inTEAM Associates, LLC
v.
Heartland Payment Systems, LLC

          Submitted: April 13, 2018

          Thad J. Bracegirdle, Esquire Andrea S. Brooks, Esquire Wilks, Lukoff & Bracegirdle, LLC

          Jeffrey L. Moyer, Esquire Travis S. Hunter, Esquire Nicole K. Pedi, Esquire Richards Layton & Finger, P.A. One Rodney Square

          Dear Counsel:

         This letter opinion addresses Plaintiff and Counterclaim Defendant's Motion for Reargument. For the reasons stated herein, the Motion is DENIED.

         I. BACKGROUND[1]

         On March 29, 2018, this Court issued its Order Crafting Remedy Following Remand (the "Remand Order") vacating the existing injunction against Heartland; declining to issue new injunctions against Heartland, inTEAM, and Goodman; and ordering Goodman to pay $399, 997.08 in money damages for violating his non-compete obligations. On April 5, 2018, inTEAM and Goodman filed their Motion for Reargument. On April 13, 2018, Heartland filed its opposition to inTEAM and Goodman's Motion.

         II. ANALYSIS

         Under Court of Chancery Rule 59(f), a party may move for reargument within five days after the filing of the Court's opinion.[2] Reargument will be granted only where the court "overlooked a decision or principle of law that would have controlling effect or . . . misapprehended the facts or the law so the outcome of the decision would be different."[3] A motion for reargument is not a mechanism to present new arguments or to relitigate claims already considered by the Court.[4]

          In the Remand Order, this Court found that the unclean hands doctrine barred injunctive relief for both inTEAM and Heartland and rejected Goodman's affirmative defenses.[5] inTEAM and Goodman now argue that the Court "materially misinterpret[ed] and misappl[ied] the Delaware Supreme Court's mandate."[6]Specifically, they disagree with the Court's interpretation of the Supreme Court's opinion as a reversal of both the holding that Goodman did not breach the non-compete and the finding that Heartland had knowledge of Goodman and inTEAM's actions.[7] As a result, inTEAM and Goodman aver that the Court erroneously awarded Heartland damages and ignored Goodman's affirmative defenses.[8]

         All of inTEAM and Goodman's arguments in their Motion have been previously made and rejected. First, inTEAM already argued that the Delaware Supreme Court's decision precluded this Court from lifting the injunction previously entered against Heartland.[9] But the Court did not read the Supreme Court's opinion to prohibit it from vacating Heartland's injunction as an appropriate remedy on remand. Thus, the Court rejected inTEAM and Goodman's arguments and vacated the injunction based on inTEAM's unclean hands.[10] Second, inTEAM already argued that Heartland's affirmative defenses should not be considered on remand because Heartland did not raise this issue on appeal.[11] inTEAM's contention notwithstanding, this Court followed the Supreme Court's instruction to consider an appropriate remedy for Heartland on remand.[12] This Court concluded that the doctrine of unclean hands barred both inTEAM and Heartland from receiving equitable relief.[13] Third, Goodman continues to assert that his breach of contract falls outside of the statute of limitations.[14] The Court considered and rejected this argument in the Remand Order.[15] Fourth and finally, inTEAM argues that "Heartland fail[ed] to prove that inTEAM was not being transparent" with its development activities.[16] But the Court considered this argument and determined that the Supreme Court must have rejected inTEAM's disclosure argument because "[o]therwise, waiver would have been the necessary outcome in the Supreme Court's opinion."[17] inTEAM clearly disagrees with the Court's Remand Order. But that disagreement is not proper grounds for reargument. inTEAM improperly seeks to rehash arguments that this Court has already considered and rejected. The proper vehicle for inTEAM and Goodman's arguments is appeal.[18]

          III. CONCLUSION

         For the foregoing reasons, inTEAM and Goodman's Motion ...


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