Tang Capital Partners, LP v. BRC Inc.
- Robert Lehrburger
- 1:22-cv-03476
- U.S. District Court · Southern District of New York
- 89
In Tang Capital v. BRC, Judge Lehrburger ruled on proposed jury materials, granting BRC’s mitigation request in part and sustaining its verdict-form objection.
Tang Capital Partners, LP and BRC Inc., whose upcoming damages trial will use the court’s revised jury-selection questions, instructions, and verdict form; no damages award was entered by this order.
What happened
Tang Capital Partners sued BRC Inc. over BRC’s alleged breach of a warrant agreement. The court had already ruled that BRC breached the agreement, so the upcoming trial will address only the amount of damages and whether Tang Capital failed to reduce its losses.
The parties jointly asked to modify the jury instructions, questions for potential jurors, and verdict form. The court reviewed those requests, attached an annotated version showing its rulings, and attached revised drafts and comparison versions of the jury materials.
Judge Robert W. Lehrburger granted in part BRC’s request concerning the mitigation instruction and sustained BRC’s objection to its proposed verdict-form change. The court said it would provide editable versions of the materials and discuss any remaining issues at the next conference; the order did not enter a damages award or resolve the trial’s remaining factual issues.
The detailed version
- Tang Capital Partners, LP v. BRC Inc. · No. 1:22-cv-03476
- Robert Lehrburger
- July 14, 2025
Background
Tang Capital Partners, LP and BRC Inc. submitted a joint letter requesting changes to the planned jury selection questions, jury instructions, and verdict form. The materials concern a contract dispute involving warrants that gave Tang Capital rights to purchase BRC stock at a set price. The court’s draft materials state that the court had already determined that the conditions for exercising the warrants had been met by March 11, 2022, and that BRC breached its contractual obligations by failing to honor the warrants.
The upcoming trial therefore concerns damages rather than liability. Tang Capital claims that BRC’s breach caused it to lose millions of dollars. BRC asserts an affirmative defense of mitigation, meaning that it contends Tang Capital failed to take reasonable steps to reduce its losses and that any damages should be reduced as a result.
Court’s Action
The court reviewed the parties’ joint letter and considered their proposed edits. It attached an annotated version of the letter showing the court’s rulings, revised drafts of the voir dire questions, jury instructions, and verdict form, and comparison versions showing changes from materials previously provided by the court.
The order specifically records that BRC’s request concerning the mitigation instruction was granted in part. The draft instruction addresses when the duty to reduce or avoid contract damages arises, the requirement of reasonable mitigation efforts, the limits on requiring extraordinary measures or undue risk, burden, or expense, and BRC’s burden to prove that Tang Capital failed to mitigate and that reasonable efforts would have reduced its losses.
The order also records that BRC’s objection to the proposed change to the verdict form was sustained. The proposed form asks the jury what amount of money damages, if any, should be awarded to Tang Capital for BRC’s breach of contract. The order does not state that the court entered a damages award, and the jury had not yet resolved the damages issues in this order.
Next Steps and Effect
The court stated that it would provide the parties with editable versions of the current voir dire questions, jury instructions, and verdict form. It also stated that it would discuss remaining issues concerning the jury materials at the next conference. The order concerns preparation for the damages trial; it does not itself decide the amount of damages owed or whether BRC proved its mitigation defense.
Judge Robert W. Lehrburger signed the order as a United States Magistrate Judge on July 14, 2025.
Read the full 89-page opinion on CourtListener, the free public archive maintained by the Free Law Project.