Steady State Imaging, LLC v. General Electric Company

Background

Steady State Imaging, LLC and General Electric Company entered into a 2011 contract concerning SWIFT, a magnetic resonance imaging technique developed by Steady State. Steady State’s case included contract and promissory-estoppel claims based on alleged oral offers or promises by General Electric to commercialize SWIFT independently of the written Asset Purchase Agreement. The court had already dismissed one claim and granted summary judgment for General Electric on another claim after finding that the written agreement did not require General Electric to commercialize SWIFT. The remaining claims were Count III, breach of contract, and Count IV, promissory estoppel.

The parties filed motions in limine, which are pretrial requests to decide what evidence or arguments may be presented to the jury.

Steady State’s motions

The court’s order denied in part and granted in part Steady State’s omnibus motion in limine:

- Motion #1 was granted. General Electric may not present the court’s earlier dismissal of Counts I and II as evidence, and the jury will not be told about those rulings. The court will allow an instruction stating that General Electric had no obligation under the Asset Purchase Agreement to commercialize SWIFT. The parties were directed to meet and propose that instruction. - Motion #2 was denied. The court allowed evidence about witnesses’ beliefs concerning whether the agreement’s integration clause permitted oral modifications. The court found that evidence relevant to General Electric’s intent to be bound and to whether Steady State reasonably relied on alleged promises. The court noted that it could instruct the jury about its earlier legal finding if General Electric suggested that the integration clause itself barred Steady State’s claims. - Motion #3 was denied in part, and the court deferred part of the ruling. The court denied Steady State’s request to require General Electric to categorize its objections to documents. It deferred deciding which documents and emails qualified as non-hearsay until those objections arose at trial. The court also instructed General Electric to reconsider whether some of its objections remained warranted after the parties’ stipulations and the court’s rulings.

General Electric’s motions

The court’s order denied in part and granted in part General Electric’s omnibus motion in limine:

- Motion #1 was denied. The court declined to limit Steady State’s trial arguments to facts expressly stated in its interrogatory responses, stating that it could address objections as they arose at trial. - Motion #2 was denied. The court declined to restrict Steady State to forms of consideration expressly identified in its interrogatory responses. It relied on Federal Rule of Civil Procedure 26(e), which permits introduction of facts made known through other discovery. - Motion #3 was denied as moot. Steady State said it intended to seek only expectation damages, not reliance damages. - Motion #4 was denied. Evidence that General Electric may have wanted to keep SWIFT away from competitors was relevant to the alleged post-Agreement promises or agreements. The court cautioned that the focus should be on those later promises or agreements, not on why General Electric originally entered the Asset Purchase Agreement. - Motion #5 was denied. Evidence about General Electric’s size, wealth, and revenue could be relevant to whether it had the financial resources to commercialize SWIFT. The court cautioned Steady State not to spend excessive time on that evidence or use it for purposes beyond General Electric’s ability to commercialize SWIFT. - Motion #6 was granted to the extent requested. Steady State was barred from using speculative royalty payments from a possible Siemens transaction to calculate or support damages arising from the alleged post-Agreement offers or promises. The court stated that testimony about Siemens’ offer to acquire SWIFT was not necessarily barred if it became relevant to rebut an argument that SWIFT lacked value. - Motion #7 was granted. Steady State could not present evidence or argument that General Electric breached the Asset Purchase Agreement or failed to create a SWIFT advanced technology development program. The court reasoned that resolving that issue would take the jury into questions about the written agreement that were not at issue in the remaining claims and could waste time, confuse the issues, or mislead the jury. The court said it would reconsider if the evidence became relevant to rebut an assertion that Steady State did not forego legal action as consideration because the parties believed a breach had occurred. - Motion #8 was denied as moot. Steady State said it did not intend to present evidence about prejudgment interest to the jury. - Motion #9 was denied as moot. Steady State said it did not intend to present testimony that General Electric had failed to provide sufficient damages data. - Motion #10 was granted. Statements by third-party caregivers about wanting SWIFT to be available were inadmissible hearsay and were not shown to be the type of information experts in the field reasonably rely on. The court said it would reconsider if the evidence became relevant to rebut an assertion that there was no market demand for SWIFT after General Electric released its alternative RUFIS technology. - Motion #12 was denied. General Electric’s early SWIFT sales projections could be used to rebut a challenge to the reasonableness of Steady State’s damages calculations, but could not be used to calculate damages. Their relevance would be much weaker if offered only concerning the original Asset Purchase Agreement negotiations rather than later negotiations or promises.

General Electric withdrew its eleventh motion in limine, which explains the order’s numbering.

Disposition and effect

The court denied in part and granted in part both parties’ omnibus motions in limine. The order governed the evidence and arguments to be presented at trial; it did not decide whether Steady State would prevail on the remaining breach-of-contract or promissory-estoppel claims. Judge John R. Tunheim signed the order on February 23, 2021.