     14-2911
     RBC Aircraft Prods., Inc. v. Precise Machining & Mfg., LLC

                          UNITED STATES COURT OF APPEALS
                              FOR THE SECOND CIRCUIT

                                     SUMMARY ORDER
     RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED
     ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE
     PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A
     DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN
     ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST
     SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

 1            At a stated term of the United States Court of Appeals
 2       for the Second Circuit, held at the Thurgood Marshall United
 3       States Courthouse, 40 Foley Square, in the City of New York,
 4       on the 10th day of November, two thousand fifteen.
 5
 6       PRESENT: DENNIS JACOBS,
 7                RAYMOND J. LOHIER, JR.,
 8                              Circuit Judges,
 9                GEOFFREY W. CRAWFORD,*
10                              District Judge.
11
12       - - - - - - - - - - - - - - - - - - - -X
13       RBC Aircraft Products, Inc.,
14                Plaintiff-Counter-Defendant--Appellant,
15
16                    -v.-                                                     14-2911
17
18       Precise Machining & Manufacturing, LLC,
19                Defendant-Counter-Claimant--Appellee.
20       - - - - - - - - - - - - - - - - - - - -X
21
22       FOR APPELLANT:                        JEFFREY R. BABBIN (Joseph W.
23                                             Martini, Matthew C. Brown, on


                *
               The Honorable Geoffrey W. Crawford, of the United
         States District Court for the District of Vermont, sitting
         by designation.
                                                  1
 1                              the brief), Wiggin and Dana LLP,
 2                              New Haven, Connecticut.
 3
 4   FOR APPELLEES:             ANN H. RUBIN (James K.
 5                              Robertson, Jr., on the brief),
 6                              Carmody Torrance Sandak &
 7                              Hennessey LLP, Waterbury,
 8                              Connecticut.
 9
10        Appeal from a partial final judgment of the United
11   States District Court for the District of Connecticut
12   (Underhill, J.).
13
14        UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED
15   AND DECREED that the partial judgment of the district court
16   be VACATED; additionally, we AFFIRM the district court’s
17   conditional grant of a new trial and REMAND for retrial.
18
19        RBC Aircraft Products, Inc. (“RBC”) appeals from the
20   partial final judgment of the United States District Court
21   for the District of Connecticut (Underhill, J.), granting in
22   part the renewed motion for judgment as a matter of law of
23   defendant-counter-claimant--appellee Precise Machining &
24   Manufacturing, LLC (“Precise”), and conditionally granting a
25   new trial in the event of reversal on appeal. We assume the
26   parties’ familiarity with the underlying facts, the
27   procedural history, and the issues presented for review.
28
29        The jury found that Precise breached a five-year
30   requirements contract with RBC, and awarded nearly $3
31   million in compensatory damages. At the close of RBC’s
32   case, Precise had moved for judgment as a matter of law
33   pursuant to Federal Rule of Civil Procedure 50(a); Precise
34   renewed its motion post-verdict pursuant to Rule 50(b). At
35   oral argument, the district court raised sua sponte the
36   meaning of certain language included in RBC’s price quote.
37   Although this issue was related to the arguments raised in
38   Precise’s Rule 50 motion, it had not been specifically
39   addressed by either party. The district court ordered
40   supplemental briefing on the issue, and ultimately granted
41   in part RBC’s renewed motion.1


         1
           Precise also moved pursuant to Rule 59 for a new
     trial (on liability), and for a new trial on the issue of
     damages. The district court conditionally granted the
     motion for a new trial; and it denied as moot the motion for
                                  2
 1        RBC’s price quote included the following additional
 2   terms: “FOR DELIVERIES THROUGH 12-31-2015” and “PRICING IS
 3   SUBJECT TO 100% OF THE VOLUME THAT PRECISE HAS TO BUY DURING
 4   THAT PERIOD.” J.A. 503. The district court concluded, and
 5   we agree, that the language is ambiguous. It could mean:
 6   (1) the prices offered will apply to everything Precise
 7   purchases from RBC through December 2015, if RBC places a
 8   purchase order; (2) the prices offered will apply to
 9   everything Precise purchases from RBC for however long
10   Precise purchases solely from RBC, through December 2015; or
11   (3) the prices are offered in exchange for a promise from
12   Precise to purchase all of its requirements exclusively from
13   RBC through December 2015.
14
15        After considering the surrounding circumstances to
16   determine the meaning of that language, the district court
17   reasoned that even if RBC’s price quote constituted an
18   offer, Precise reasonably could not have been found to have
19   promised--either explicitly or implicitly--to purchase all
20   of its requirements exclusively from RBC over a five-year
21   period.
22
23        We vacate the district court’s entry of judgment in
24   favor of Precise because, on de novo review, the jury
25   verdict was not “wholly without legal support.”2 ING Glob.
26   v. UPS Oasis Supply Corp., 757 F.3d 92, 97 (2d Cir. 2014).
27   At least two pieces of evidence provide some support for the
28   jury verdict: testimony by Precise vice president and
29   general manager Jeff Greer regarding the meaning of the
30   language at issue; and an email from John Bookout to
31   Katherine Davis, indicating that Precise incorporated RBC’s
32   quoted prices into a five-year projection of savings before
33   responding to RBC’s offer.


     a new trial on damages.
         2
           Generally, a Rule 50(b) motion can only be granted on
     grounds that were specified in the movant’s Rule 50(a)
     motion. “As to any issue on which proper Rule 50 motions
     were not made, JMOL may not properly be granted by the
     district court, or upheld on appeal, . . . unless that
     action is required in order to prevent manifest injustice.”
     Lore v. City of Syracuse, 670 F.3d 127, 153 (2d Cir. 2012).
     “Manifest injustice exists where a jury’s verdict is wholly
     without legal support.” ING Glob. v. UPS Oasis Supply
     Corp., 757 F.3d 92, 97 (2d Cir. 2014).
                                  3
 1        However, virtually all other evidence supports the
 2   conclusion that Precise had not intended to bind itself to a
 3   five-year exclusive requirements contract by responding to
 4   RBC’s price quote. To the contrary, the evidence
 5   “overwhelmingly indicated that Precise would not willingly
 6   have entered into a long-term agreement and that RBC knew
 7   Precise was firmly against a long-term agreement when it
 8   submitted its quote.” RBC Aircraft Prods., Inc. v. Precise
 9   Machining & Mfg., LLC, 26 F. Supp. 3d 156, 180 (D. Conn.
10   2014). The district court was not wrong in finding the jury
11   verdict contrary to the weight of the evidence. Viewing the
12   jury verdict as “seriously erroneous,” Raedle v. Credit
13   Agricole Indosuez, 670 F.3d 411, 417 (2d Cir. 2012), was
14   within the “range of permissible decisions” and therefore
15   not an abuse of discretion, Harris v. O’Hare, 770 F.3d 224,
16   231 (2d Cir. 2014). Accordingly, we affirm the district
17   court’s conditional grant of a new trial.3
18
19        For the foregoing reasons, we hereby VACATE the
20   district court’s grant of partial judgment; we AFFIRM the
21   conditional grant of a new trial and REMAND for retrial.
22
23                              FOR THE COURT:
24                              CATHERINE O’HAGAN WOLFE, CLERK
25




         3
           We approve the district court’s suggestion that, on
     retrial, it will instruct the jury that the language in
     RBC’s price quote is ambiguous as a matter of law. RBC
     Aircraft Prods., 26 F. Supp. 3d at 185; see Compagnie
     Financiere de CIC et de L’Union Europeenne v. Merrill Lynch,
     Pierce, Fenner & Smith Inc., 232 F.3d 153, 158 (2d Cir.
     2002) (“The question of whether the language of a contract
     is clear or ambiguous is a question of law to be decided by
     the court.”); Tallmadge Bros., Inc. v. Iroquois Gas
     Transmission Sys., L.P., 746 A.2d 1277, 1287 (Conn. 2000).
                                  4
