                           IN THE SUPREME COURT OF THE STATE OF NEVADA


                    LAS VEGAS SANDS CORP.,                                No. 64594
                    Appellant,
                    vs.
                                                                                      FILED
                    RICHARD SUEN; AND ROUND                                               MAR 1 1 2016
                    SQUARE COMPANY LIMITED,
                    Respondents.                                                      .   1611




                                                                                                 I CO


                          ORDER AFFIRMING IN PART, REVERSING IN PART, AND
                                            REMANDING

                                This is an appeal from a district court judgment on a jury
                    verdict in a breach of contract action and a district court order denying a
                    motion for judgment as a matter of law or new trial. Eighth Judicial
                    District Court, Clark County; Rob Bare, Judge.
                                This case arises out of business transactions between
                    appellant Las Vegas Sands, Inc. (LVSI), and respondents Richard Suen
                    and Round Square Co., Ltd. (Round Square). LVSI owns and operates
                    several casino and hotel operations. Suen conducts business in Hong
                    Kong, Macau, and the People's Republic of China (PRC). Round Square is
                    a company registered in Hong Kong and partially owned by Suen..
                                Suen and Round Square engaged with LVSI to help LVSI
                    obtain a gaming license in Macau. Suen also worked with, and
                    coordinated the activities of, Zhu Zhensheng and Choi Yuen Yuen to assist
                    LVSI. After the parties met, Suen and his associates set up meetings in
                    Beijing between Sheldon Adelson, LVSI's Chairman and Chief Executive
                    Officer; William Weidner, LVSI's former President; and high-ranking


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                officials from the PRC. Eventually, Macau granted LVSI a subconcession
                that permitted it to build, finance, and operate casinos.
                             After negotiations concerning payment for Suen's and Round
                Square's efforts fell through, Suen and Round Square filed a complaint
                against LVSI alleging claims for breach of contract and quantum meruit.
                Prior to the first trial, the district court granted summary judgment in
                favor of LVSI on the breach of contract claims but did not discuss Round
                Square's quantum meruit claim. The jury awarded Suen $43.8 million on
                his quantum meruit claim after a 29-day trial. LVSI appealed the
                judgment, and Suen and Round Square cross-appealed the district court's
                entry of summary judgment on their breach of contract claims.
                             This court held, in Las Vegas Sands, Inc. v. Suen, Docket No.
                53163 (Order Affirming in Part, Reversing in Part, and Remanding, Nov.
                17, 2010) (hereinafter, Suen l), that Suen had standing to recover in
                quantum meruit on Choi's and Zhu's behalf. However, this court (1)
                reversed the judgment due to evidentiary and instructional errors, (2)
                reversed the grant of summary judgment in LVSI's favor on Suen and
                Round Square's contract claims, and (3) remanded the matter for a new
                trial. Id. at *3.
                             After the second trial (hereinafter, Suen II), the jury awarded
                Round Square $70 million on its quantum meruit claim and found in favor
                of LVSI on all other claims. LVSI filed post-trial motions for judgment as
                a matter of law and a new trial or remittitur. The district court denied
                LVSI's post-trial motions and entered judgment pursuant to the jury's
                verdict.
                             LVSI now appeals, arguing that (1) the district court erred by
                submitting Round Square's quantum meruit claim to the jury; (2) Round

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                    Square lacked standing to pursue a quantum meruit claim; (3) the district
                    court failed to properly instruct the jury on quantum meruit; (4) neither
                    the jury's finding that Round Square conferred a benefit onto LVSI, nor
                    the jury's award of damages are supported by substantial evidence; (5) the
                    district court abused its discretion in several evidentiary rulings; and (6)
                    other errors prejudiced LVSI's right to a fair trial.
                                   We hold that there was insufficient evidence to support the
                    jury's award of damages, and thus, a new trial on the issue of damages is
                    warranted. We further hold that LVSI's other claims are without merit.
                    Because the parties are familiar with the facts and procedural history in
                    this case, we do not recount them further except as necessary for our
                    disposition.
                    The district court properly submitted Round Square's quantum meruit
                    claim to the jury
                                   LVSI contends Round Square could not bring its quantum
                    meruit claim in Suen II because it waived this claim by failing to appeal
                    the claim's dismissal in Suen L We disagree.
                                   A district court's "oral pronouncement of judgment is not valid
                    for any purpose; therefore, only a written judgment has any effect, and
                    only a written judgment may be appealed." Div. of Child & Family Servs.
                    v. Eighth Judicial Dist. Court, 120 Nev. 445, 452, 92 P.3d 1239, 1244
                    (2004) (internal quotation marks omitted). The district court's summary
                    judgment order in Suen I only dismissed Round Square's contract claim; it
                    did not mention, let alone dispose of, Round Square's quantum meruit
                    claim. Because Round Square had no opportunity to appeal its quantum
                    meruit claim, and because LVSI did not object to evidence regarding
                    Round Square's quantum meruit claim, we hold that Round Square's
                    quantum meruit claim was tried with the implied consent of the parties,
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                  and thus, the claim was properly before the jury.'          See NRCP 15(b);
                  Whiteman v. Brandis, 78 Nev. 320, 322, 372 P.2d 468, 469 (1962) (stating
                  where evidence supporting a quantum meruit claim is received without
                  objection, the claim is properly tried by the implied consent of the parties).
                  Round Square has standing to recover in quantum meruit for the efforts of
                  Suen, Zhu, and Choi
                              LVSI argues that Round Square lacked standing to recover in
                  quantum meruit for the services rendered by Suen and his associates. We
                  disagree. "Standing is a question of law reviewed de novo."        Arguello v.
                  Sunset Station, Inc., 127 Nev. 365, 368, 252 P.3d 206, 208 (2011).
                              In Suen /, we concluded that (1) LVSI was aware Suen worked
                  with Zhu and Choi in a joint effort to deliver LVSI a Macau gaming
                  license, (2) LVSI directed the work performed by Suen's group, and (3)
                  LVSI was aware Suen's group expected payment for their efforts.            Las
                  Vegas Sands, Docket No. 53163 at *6 (Order Affirming in Part, Reversing
                  in Part, and Remanding, Nov. 17, 2010). As a result, we held that Suen,
                                                                     5
                  'as the coordinator of [Zhu's and Choi's] efforts,' could recover in quantum
                  meruit for their services. Id.

                        1 Because  this court's previous order did not mention, let alone
                  address, Round Square's quantum meruit claim, this court did not decide
                  any rule of law concerning this claim. Therefore, we hold the law-of-the-
                  case doctrine and mandate rule do not apply. See Wheeler Springs Plaza,
                  LLC v. Beemon, 119 Nev. 260, 266, 71 P.3d 1258, 1262 (2003) ("Under the
                  law-of-the-case doctrine, when an appellate court decides a rule of law,
                  that decision governs the same issues in subsequent proceedings. The
                  doctrine only applies to issues previously determined, not to matters left
                  open by the appellate court." (internal footnote omitted)).




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                            As Suen was entitled to recover in quantum meruit for the
                efforts of Zhu and Choi if he coordinated their efforts in an individual
                capacity, we see no reason why Round Square would not be able to recover
                for the efforts of Zhu and Choi if Suen coordinated their efforts in a
                representative capacity. In either case, (1) Zhu and Choi performed
                services to help secure LVSI a gaming license in Macau; (2) their services
                were coordinated by Suen, who received direction from LVSI; and (3) LVSI
                was aware the group expected to be paid for its efforts.            See Romy
                Hammes, Inc. v. McNeil Constr. Co., 91 Nev. 130, 132, 532 P.2d 263, 264
                (1975) (holding the services of several subcontractors could be included as
                part of the contractor's quantum meruit recovery where testimony
                demonstrated such services were performed at the direction of the
                defendant); see also Certified Fire Prot., Inc. v. Precision Constr., Inc., 128
                Nev., Adv. Op. 35, 283 P.3d 250, 257 (2012) (stating a quantum meruit
                claim may be brought where a benefit is conferred with a reasonable
                expectation of payment).
                            Furthermore, we conclude that there was sufficient evidence
                to support a finding that Suen was Round Square's agent and acted on
                Round Square's behalf. Round Square presented evidence that (1) Suen
                was a director of Round Square, (2) Suen provided Adelson and Weidner
                with his Round Square business card, (3) Suen communicated with LVSI
                on Round Square letterhead, (4) Suen signed the purported acceptance of
                the success fee as Round Square's director, and (5) LVSI sent its
                procurement offer to "roundsqr@yahoo.com ." Therefore, we hold that
                Round Square was entitled to recover in quantum meruit for the efforts of
                Suen, Zhu, and Choi.



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                  The district court properly instructed the jury on quantum meruit
                              LVSI contends the district court abused its discretion by
                  failing to instruct the jury that (1) Round Square had to show its services
                  conferred a benefit on LVSI, and (2) the jury needed to consider the
                  market value of the services performed in awarding damages. We
                  disagree. "A district court's decision to give or decline a proposed jury
                  instruction is reviewed for an abuse of discretion or judicial error."
                  Atkinson v. MGM Grand Hotel, Inc., 120 Nev. 639, 642, 98 P.3d 678, 680
                  (2004).
                              A plaintiff seeking to recover in quantum meruit must
                  demonstrate, inter alia, that its services "confer[red] a benefit on the
                  defendant." See Certified Fire, 128 Nev., Adv. Op. 35, 283 P.3d at 257. A
                  benefit is "any form of advantage," not just the specific advantage the
                  parties purportedly agreed upon. Id. (internal quotation marks omitted).
                  Likewise, to have "value" means to be significant, desirable, or useful.
                  Value, Black's Law Dictionary (10th ed. 2014). In the context of quantum
                  meruit, we conclude the terms "value" and "benefit" are interchangeable,
                  as useful or desirable services are those that provide some form of
                  advantage. Moreover, this is consistent with this court's precedent,
                  wherein we have distinguished between services that provide value and
                  those that either harm the recipient or leave him in the same position he
                  would have been without the services.    See Certified Fire, 128 Nev., Adv.
                  Op. 35, 283 P.3d at 258 (holding that the plaintiff could not recover in
                  quantum meruit where the work performed "was incomplete, incorrect,
                  and late," thereby providing no "ascertainable advantage"• to the
                  defendant); see also Thompson v. Herrmann, 91 Nev. 63, 68, 530 P.2d
                  1183, 1186 (1975) (holding that the defendant could not recover in
                  quantum meruit where the dam constructed had to be destroyed and
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                 rebuilt). Therefore, we conclude the district court did not abuse its
                 discretion when it accurately reasoned that its instruction requiring
                 Round Square to show it "performed a service of value to" LVSI
                 adequately incorporated the benefit requirement.
                             Furthermore, we hold the district court did not abuse its
                 discretion when it instructed the jury to "determine the reasonable value
                 of [Round Square's] services," `consider[ing] the terms of any offers or
                 proposals between the" parties "or any other evidence regarding the value
                 of services." Although "[t]he actual value of recovery in [quantum meruit]
                 cases is usually the lesser of (i) market value and (ii) a price the defendant
                 has expressed a willingness to pay," Certified Fire, 128 Nev., Adv. Op. 35,
                 283 P.3d at 257 n.3 (internal quotation marks omitted), a previous
                 agreement between the parties may be a proper consideration in
                 determining the reasonable value of services rendered,          see Flamingo
                 Realty, Inc. v. Midwest Dev., Inc., 110 Nev. 984, 988-89, 879 P.2d 69, 71-72
                 (1994). Additionally, the focus of the instruction was on determining the
                 "reasonable value of the services," and the instruction stated the jury
                 could consider "any other evidence" in making this determination, which
                 necessarily includes evidence of the services' market value.
                 Substantial evidence supports the finding that Round Square conferred a
                 benefit on LVSI, but does not support the jury's award of damages
                             LVSI contends Round Square failed to present sufficient
                 evidence that it conferred a benefit on LVSI. We disagree. We will affirm
                 a jury's findings "if they are based upon substantial evidence in the
                 record." Prabhu v. Levine, 112 Nev. 1538, 1543, 930 P.2d 103, 107 (1996).
                 Substantial evidence is "that which a reasonable mind might accept as
                 adequate to support a conclusion." Id. (internal quotation marks omitted).


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                                   There was substantial evidence in the record to support the
                     finding that Round Square conferred a benefit onto LVSI, even if the
                     benefit was not the exact one the parties agreed upon. Suen translated
                     documents, prepared a report about LVSI, and had the report delivered to
                     Qian Qichen, China's Vice Premier. Suen also used his connections with,
                     and coordinated the efforts of, Choi and Zhu to reach out to important
                     government contacts in Beijing to arrange the Beijing meetings. Further,
                     Choi used his connections to quickly get permission for Adelson's plane to
                     land in Beijing so Adelson and Weidner could attend the Beijing meetings.
                     During the meeting with Qian, Suen also translated for Adelson.
                                   In addition, Weidner testified he wanted to meet Qian so he
                     could capitalize on Suen's group's "guanxi" 2 and obtain an advantage in
                     the bidding process, thus indicating he believed the Beijing meetings
                     would be valuable to LVSI's efforts in Macau. Weidner further testified
                     the Beijing meetings were valuable because they helped LVSI learn about
                     the Chinese and Macanese governments and gave LVSI the opportunity to
                     appear helpful with China's bid to host the 2008 Olympics. Moreover,
                     LVSI continued to use photographs from the Beijing meetings in its
                     publications years later, suggesting the fact Adelson met with Qian was


                           2 The  social concept of "guanxi," although difficult to define, describes
                     an aspect of Chinese culture wherein two parties may develop a
                     relationship—perhaps "based on family ties" or "familiar connections"—
                     and that relationship is maintained and fostered through various "social
                     activities" and a process of "reciprocal gift giving." Jacob Harding,
                     Corruption or Guanxi? Differentiating Between the Legitimate, Unethical,
                     and Corrupt Activities of Chinese Government Officials, 31 UCLA Pac.
                     Basin L.J. 127, 130-31 (2014). "The culture of reciprocal gifting to build
                     relationships, including gaining social introductions to government
                     officials, has been documented for centuries." Id. at 131.

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                valuable to LVSI's ongoing interests in Asia. Finally, Suen advised LVSI
                that a partnership with China Development Industrial Bank might
                obstruct its efforts to receive a gaming license in Macau: a sentiment
                shared by Jorge Oliveira, a Macanese government lawyer appointed to the
                tender commission by Macau's Chief Executive Edmund Ho.
                            Therefore, we conclude Round Square presented substantial
                evidence that facilitating the Beijing meetings benefitted LVSI. However,
                we conclude a new trial is warranted as to damages, as substantial
                evidence does not support the jury's determination that the reasonable
                value of the services rendered amounted to $70 million.
                            Round Square presented Walter Bratic, who testified that the
                damages for the contract claims or quantum meruit claims amounted to
                $328 million For this determination, Bratic assumed Round Square
                performed all obligations and that LVSI agreed to pay Round Square the
                success fee. Bratic did not investigate what others charged for similar
                services; rather, Bratic attempted to determine a reasonable value for the
                services in comparison to the procurement deal and the future value of
                LVSI's Macau operations.
                            In this case, the procurement deal and the future value of
                LVSI's Macau operations have a tenuous relationship with the reasonable
                value of Round Square's services in introducing LVSI to Chinese
                government officials. Indeed, the "[c]ontract price and the reasonable
                value of services rendered are two separate things," and although the
                contract price may accurately capture the reasonable value of services
                rendered, it may also depart from it substantially. Maglica v. Maglica, 78
                Cal. Rptr. 2d 101, 105 (Ct. App. 1998). As Round Square relied exclusively
                on Bratic's testimony, and as Bratic relied exclusively on contract damages

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                 to determine the value of Round Square's services, we hold there is not
                 substantial evidence to support the jury's determination that the
                 reasonable value of Round Square's services amounted to $70 million. 3
                 The district court did not commit any evidentiary errors that warrant
                 reversal
                              LVSI contends the district court abused its discretion in
                 several hearsay rulings and in admitting certain expert testimony.
                 Therefore, LVSI contends reversal is warranted. We disagree.
                              "We review [ ] the admissibility of evidence . . . for an abuse of
                 discretion." Franchise Tax Bd. of Cal. v. Hyatt, 130 Nev., Adv. Op. 71, 335
                 P.3d 125, 149 (2014), cert. granted in part, 135 S. Ct. 2940 (2015). In the
                 event of an abuse, such an evidentiary ruling does not warrant reversal if
                 the error was harmless.      Id. at 152-53. To demonstrate prejudice, the
                 appellant has the burden of proving "that, but for the error[s], a different
                 result might reasonably have been expected."       See Hallmark v. Eldridge,
                 124 Nev. 492, 505, 189 P.3d 646, 654 (2008) (internal quotation marks
                 omitted).
                              Even assuming the district court abused its discretion in
                 admitting various pieces of evidence, we conclude such errors were
                 harmless. The challenged admissions all relate to whether Round Square
                 conferred a benefit onto LVSI. However, as stated earlier, there is
                 substantial evidence in the record, apart from these purported errors, to


                       3 We also decline to remit the damages award to LVSI's proposed
                 amount of $1 million. Weidner simply estimated the number of hours
                 Suen and his group might have worked and multiplied those hours by a
                 general hourly rate. This model reflects that which we have previously
                 rejected in Flamingo Realty, and we hold a proper trial as to damages is
                 warranted. 110 Nev. at 988, 879 P.2d at 72.

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                     support the conclusion that Round Square conferred some benefit onto
                     LVSI. LVSI has not demonstrated that, but for the errors, one could
                     reasonably have expected a different result. Therefore, we hold that the
                     challenged admissions, even if in error, do not warrant reversal.
                     The trial was not prejudiced by the presence of a biased juror or by the
                     district court's statements concerning Round Square's case
                                 LVSI argues that the district court abused its discretion in
                     denying its motion for a mistrial or a new trial based on juror Martinez's
                     undisclosed bias. We disagree. Whether a new trial is required due to a
                     juror's undisclosed bias depends on whether the juror intentionally
                     concealed his bias, a determination this court reviews for an abuse of
                     discretion. McNally v. Walkowski, 85 Nev. 696, 701, 462 P.2d 1016, 1019
                     (1969).
                                 Juror Martinez's supposed bias derives from a sarcastic
                     comment made to juror Portillo during deliberations. Before the jury
                     delivered its verdict, LVSI presented its request to remove Martinez as an
                     "alternative, at some point . . . to consider," if Martinez continued to cause
                     problems after the court reread an instruction on the jury's duty to
                     deliberate. LVSI never clearly requested the district court to remove
                     Martinez and no other problems arose concerning juror Martinez's conduct
                     after the instruction was read. Therefore, we conclude that the district
                     court did not abuse its discretion when it (1) took steps to ensure that
                     juror Portillo was willing and able to deliberate with juror Martinez, and
                     (2) determined that calling the jury in and rereading an instruction on the
                     jury's duty to deliberate would effectively address the situation.
                                 Lastly, LVSI contends the district court violated its right to a
                     fair trial by improperly commenting on the evidence. However, LVSI did
                     not object to any of the district court's allegedly improper statements, and
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                    therefore, LVSI has waived this argument.         See Ginnis v. Mapes Hotel
                    Corp., 86 Nev. 408, 416-17, 470 P.2d 135, 140-41 (1970) (stating a failure
                    to object to a district court's improper comment on the evidence waives
                    any claim of error). Therefore, we decline to address the merits of this
                    argument. Accordingly, we
                                ORDER the judgment of the district court AFFIRMED IN
                    PART AND REVERSED IN PART AND REMAND this matter to the
                    district court for proceedings consistent with this order.




                                                                     tes,-42v- 1        J.
                                                        Hardesty


                                                                   u4—et 1-43       ,   J.
                                                        Douglas




                                                        Gibbons




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                 cc: Hon. Rob Bare, District Judge
                      Alan M. Dershowitz
                      Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP
                      Morris Law Group
                      Pisanelli Bice, PLLC
                      Fulbright & Jaworski L.L.P./California
                      Eighth District Court Clerk




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