Southern Telecom Inc. v. ThreeSixty Brands Group, LLC
- Lewis Liman
- 1:20-cv-02151
- U.S. District Court · Southern District of New York
- 2
In Southern Telecom v. ThreeSixty, Judge Liman denied reconsideration, finding a wording error did not justify changing the earlier ruling.
Southern Telecom Inc. and ThreeSixty Brands Group, LLC, whose contract dispute included the scope of ThreeSixty’s authority over approval of retail outlets.
What happened
Southern Telecom Inc. asked the court to reconsider its January 12, 2021 opinion, which had granted in part and denied in part ThreeSixty Brands Group, LLC’s motion to dismiss. The dispute involved ThreeSixty’s authority under the parties’ agreement to approve or deny sales to certain retail outlets.
Southern Telecom argued that the cited contract provision did not give ThreeSixty sole discretion to deny approval and allowed denial only when an outlet was inconsistent with the products’ required quality. The court explained that the sole-discretion language came from Section 6.1, which applied to retailer approvals under Section 5.1, and that the earlier opinion had omitted a quotation mark and the correct citation.
Judge Lewis J. Liman denied Southern Telecom’s motion for reconsideration and said the court would issue a corrected opinion. The court treated the earlier wording as a drafting error, not a basis for changing its prior ruling.
The detailed version
- Southern Telecom Inc. v. ThreeSixty Brands Group, LLC · No. 1:20-cv-02151
- Lewis Liman
- Feb. 17, 2021
Background
Southern Telecom Inc. (STI) moved for reconsideration of the court’s January 12, 2021 opinion. That earlier opinion had granted in part and denied in part ThreeSixty Brands Group, LLC’s motion to dismiss STI’s complaint.
The reconsideration motion focused on one sentence in the earlier opinion concerning ThreeSixty’s authority to approve STI’s requests to sell to retail outlets not previously listed in an appendix to the parties’ agreement. The earlier opinion had described the agreement as containing both a requirement that STI’s distribution be limited to qualifying retail outlets and a provision allowing approval to be withheld in ThreeSixty’s sole discretion.
Arguments and Governing Standard
STI argued that the contract section cited in the earlier opinion did not expressly contain the “sole discretion” language. STI therefore argued that ThreeSixty could deny approval only when a retail outlet’s location, merchandising, or overall operations were inconsistent with the high quality of the articles STI manufactured for sale.
The court stated that reconsideration is an extraordinary remedy. It may be granted when the moving party identifies an intervening change in controlling law, new evidence, or a need to correct clear error or prevent manifest injustice. The court also explained that reconsideration is not a way to relitigate old issues, present new theories, or obtain another hearing on the merits.
Court’s Analysis
The court found no basis for reconsideration. It said STI had not identified overlooked facts or law and had identified only a scrivener’s error—a drafting or clerical mistake—in the earlier opinion.
The court explained that the “sole discretion” language came from Section 6.1 of the agreement, which applied to retailer approvals under Section 5.1. The earlier opinion had failed to include a closing quotation mark and the correct additional citation. The court supplied corrected language citing Sections 5.1 and 6.1 and also said that a later reference to ThreeSixty’s authority to deny approvals “in its sole discretion” should have identified Section 6.1 as the source of that language.
Disposition
Judge Lewis J. Liman denied STI’s motion for reconsideration. The court stated that it would issue a corrected opinion. The opinion does not state that the court changed the outcome of the January 12, 2021 ruling.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.