Mexico Infrastructure Finance, LLC v. The Corporation of Hamilton

Background

The court considered the Corporation of Hamilton’s motion under Federal Rules of Civil Procedure 59(e) and 60(b) and Local Civil Rule 6.3. Hamilton sought reconsideration of Judge Broderick’s August 7, 2020 Opinion and Order, which had granted in part and denied in part Hamilton’s motion for summary judgment and/or judgment on the pleadings. The opinion states that Mexico Infrastructure Finance, LLC opposed the reconsideration motion.

Arguments and legal standard

A motion for reconsideration generally requires a party to identify an intervening change in controlling law, new evidence, or a need to correct clear error or prevent manifest injustice. The court explained that reconsideration is not a way to relitigate issues, present new theories, or obtain a second opportunity to argue the original motion. Rule 60(b) can provide relief for reasons including mistake, inadvertence, surprise, excusable neglect, or another reason justifying relief.

Hamilton made two arguments. First, it contended that the Escrow Agreement was not reasonably incidental to the Development Agreement because the Development Agreement had been executed more than two years earlier, was not linked to the Escrow Agreement, was not designed to protect Hamilton’s power to dispose of its interest in land, and could operate without the Escrow Agreement. Second, Hamilton argued that the court had overlooked Section 20 of Bermuda’s Municipalities Act 1923, which Hamilton said required Bermuda government approval for agreements disposing of land and related agreements.

Court’s analysis

The court rejected Hamilton’s challenge to its analysis of the Escrow Agreement. It relied on the events leading to that agreement, including the need for financing to construct the hotel and Hamilton’s agreement to provide a guarantee for an $18 million loan by Mexico Infrastructure Finance to PLV. The court also noted that the Development Agreement allowed Hamilton to terminate the agreement if PLV failed to demonstrate that it had obtained the needed financing, but the agreement was not terminated when PLV lacked financing at the relevant time. Instead, additional agreements, including the Escrow Agreement, were signed.

The court further concluded that the Development Agreement contemplated circumstances in which Hamilton could review or approve financing. Because PLV had not satisfied the conditions that would eliminate the need for Hamilton’s approval, the Escrow Agreement’s requirement that Hamilton review financing documents and certify compliance with financing conditions could be construed as necessary to Hamilton’s performance of the Development Agreement, including its power to dispose of an interest in land. The court also rejected Hamilton’s contention that the Escrow Agreement protected only Mexico Infrastructure Finance, explaining that the agreement at least partially benefited Hamilton by allowing it to review PLV’s financing and decide whether to continue or effectively terminate the Development Agreement.

The court declined to consider Hamilton’s argument based on Section 20 of the 1923 Act because Hamilton had not presented that argument in its opening summary-judgment brief. The court rejected Hamilton’s assertion that the issue had been preserved in three paragraphs of a lengthy expert declaration. It stated that Hamilton had the duty to highlight the arguments it wanted the court to consider and that arguments not adequately developed in the briefing could be treated as waived. The court found that Hamilton’s new statutory theory was improper on reconsideration.

Disposition

Judge Vernon S. Broderick denied Hamilton’s motion for reconsideration and directed the Clerk of Court to terminate the motion at Document 131. The opinion does not state that the August 7 ruling was otherwise changed.