IN RE: NAVIDEA BIOPHARMACEUTICALS LITIGATION

Background

After five years of litigation, the only claim remaining for trial was Michael Goldberg’s breach-of-contract counterclaim against Navidea Biopharmaceuticals, Inc. A jury returned a verdict for Navidea, finding that Goldberg had not proved his breach-of-contract claim.

Goldberg had also asserted a quantum-meruit counterclaim against Navidea and its subsidiary, Macrophage. The court had dismissed that claim in 2019 because Goldberg did not allege, even alternatively, that the August Agreement was invalid or unenforceable. Quantum meruit is a claim seeking payment based on the value of benefits or services provided when the contract claim does not control.

The court had resolved other claims on summary judgment. Goldberg had defeated two of Navidea’s contractual claims, Navidea had withdrawn a declaratory-judgment claim, and Macrophage had defeated Goldberg’s breach-of-contract claim against it. At trial, Navidea defeated Goldberg’s remaining breach-of-contract claim.

Goldberg’s Motion to Reinstate the Quantum-Meruit Claim

Goldberg relied on Federal Rules of Civil Procedure 54(b) and 60(b)(6), as well as the court’s inherent authority, to seek reinstatement of the quantum-meruit claim. He argued that the court had effectively reversed its earlier treatment of the August Agreement by requiring the jury to consider whether a valid contract existed. He also argued that the earlier dismissal had prevented him from conducting discovery and developing damages theories for quantum meruit.

The court construed the request as a motion for reconsideration of the earlier dismissal. It explained that reconsideration is allowed only under a strict standard, such as an intervening change in controlling law, new evidence, a clear error, or a need to prevent manifest injustice. Rule 60(b)(6) relief likewise requires extraordinary circumstances or extreme hardship.

The court denied the motion. First, it found that the motion was untimely because Goldberg filed it more than five years after the order he challenged, while the district’s local rule generally requires a reconsideration motion within 14 days. Although the court proceeded to consider the motion under Rule 60, it concluded that the five-year delay was not a reasonable filing period.

Second, the court found the motion meritless. It explained that the earlier dismissal did not hold that the August Agreement was a valid contract. Instead, the earlier ruling found that Goldberg had not adequately pleaded quantum meruit as an alternative to breach of contract because he had not challenged the contract’s validity. The court also explained that the jury was not asked a standalone question about whether a valid contract existed. Rather, the jury was asked whether Goldberg proved all elements of his breach-of-contract claim, including the existence of a valid contract. The motion to reinstate the quantum-meruit claim was therefore denied.

Attorney-Fee Motions

Both Navidea and Goldberg sought attorney’s fees and costs under a fee-shifting provision in the August Agreement. That provision stated that the prevailing party in a covered dispute could recover reasonable attorney’s fees and costs.

The court reconsidered its earlier view that fees could be awarded based on success on individual claims. Applying Delaware law, it held that the provision required an all-or-nothing approach because it referred to the prevailing party in the overall dispute and did not authorize claim-by-claim fee awards.

Under that approach, a party must have predominated in the litigation to qualify as the prevailing party. The court concluded that neither party predominated. Goldberg defeated Navidea’s two contractual claims, while Navidea and Macrophage defeated Goldberg’s contractual claims, and Navidea withdrew its declaratory-judgment claim. Because the parties split success on the central issues, neither was the prevailing party. The court denied both Navidea’s fee motion and Goldberg’s fee motion, leaving each side responsible for its own fees and costs.

Disposition

The court denied Goldberg’s motion for reconsideration and denied both parties’ motions for attorney’s fees. It directed the Clerk of Court to terminate the motions at docket entries 412, 423, and 425 and close the case.