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Computer Sciences Corp. v. Maguire

United States District Court, E.D. Virginia, Alexandria Division

December 6, 2016




         This matter is before the Court on Plaintiff Computer Sciences Corporation's (“Plaintiff” or “CSC”) Omnibus Motion in Limine [Dkt. 113] and Defendant John Paul Maguire's (“Defendant” or “Maguire”) Motions in Limine [Dkt. 116]. Both motions ask this Court to exclude a variety of testimony and evidence. For the following reasons, the Court will rule on the various motions as follows.

         I. Background

         A. Factual Background

         The factual background of this case is recited in detail in the Court's November 22, 2016, Memorandum Opinion and Order denying Defendant's motion for summary judgment. [Dkt. 110.] Familiarity with that Memorandum Opinion and Order are presumed.

         To summarize, this case concerns CSC's claims for breach of contract and fraud against its former executive, John Paul Maguire, regarding events surrounding his resignation from CSC in October 2014. CSC asserts that Maguire defrauded CSC when he negotiated a severance package with CSC that prohibited him from associating with a competitor, Cognizant Technology Solutions (U.S.) (“Cognizant”), even though he was already engaging in detailed discussions with Cognizant to accept a new position there. CSC also asserts that Maguire breached his non-solicitation and Stock Option Award Agreements (hereinafter, the “Employment Agreements”) with CSC by attempting to recruit former CSC employees to work at Cognizant.

         B. Procedural Background

         Plaintiff filed the instant lawsuit on March 9, 2016. [Dkt. 1.] On October 19, 2016, Defendant filed a notice of removal to federal court. [Dkt. 1.] On November 23, 2016, Plaintiff filed its omnibus motion in limine. [Dkt. 113.] On November 25, 2016, Defendant filed his motions in limine. [Dkt. 116.] Oral argument was held on December 6, 2016. These motions are now ripe for disposition.

         II. Standard of Review

         The purpose of a motion in limine is to allow the trial court to rule in advance of trial on the admissibility and relevance of certain forecasted evidence. Luce v. United States, 469 U.S. 38, 40 n.2 (1984). A court's ruling regarding a motion in limine is "subject to change when the case unfolds, particularly if the actual testimony differs from what was [expected]." Luce, 469 U.S. at 41. Such evidentiary rulings “are entitled to substantial deference and will not be reversed absent a clear abuse of discretion." United States v. Moore, 27 F.3d 969, 974 (4th Cir. 1994); see also United States v. Perkins, 470 F.3d 150, 155 (4th Cir. 2006). "[The Court of Appeals] will find that discretion to have been abused only when the district court acted 'arbitrarily or irrationally.'" Id. (quoting United States v. Ham, 998 F.2d 1247, 1252 (4th Cir. 1993)).

         As a general matter, all relevant evidence is admissible unless there are constitutional, statutory, or rule-based exceptions preventing its admission. See Fed. R. Evid. 402. Rule 401 of the Federal Rules of Evidence defines “relevant” evidence as “evidence having any tendency to make the existence of any fact that is of consequence to the determination of the action more probable or less probable than it would be without the evidence.” Fed.R.Evid. 401. Consequently, what constitutes “relevant evidence” depends on the facts of the case, the nature of the claims, and the associated defenses to the claims.

         One reason that relevant evidence may be excluded at trial is because of its prejudicial effect. See Fed. R. Evid. 403. Rule 403 of the Federal Rules of Evidence states that “[t]he court may exclude relevant evidence if its probative value is substantially outweighed by a danger of one or more of the following: unfair prejudice, confusing the issues, misleading the jury, undue delay, wasting time, or needlessly presenting cumulative evidence.” Id.

         III. Analysis

         A. Plaintiff's Omnibus Motion in Limine

         Plaintiff has made a series of motions in limine to exclude a wide range of evidence and testimony. The Court addresses each of these motions in turn. As a threshold matter, as a result of this Court's summary judgment rulings, only Claim I of breach of contract and Claim III of fraud remain against Defendant Maguire.

         1. Motion in Limine to Exclude Evidence Involving Oral Conversations between Maguire and Two CSC Employees

         Plaintiff asserts that Defendant should be precluded from testifying regarding alleged oral modifications of his Employment Agreements. (Pl. Mem. in Supp. at 3.) Plaintiff argues that the Non-Competition/Non-Solicitation Agreement signed by Defendant on April 19, 2013 specifically provides that modifications or amendments must be made in writing. (Id.)

         This Agreement states: “¶ 9. Amendment. This Agreement may not be modified or amended except by a written instrument executed by Employee and CSCs General Counsel.” (CSC Trial Ex. 4, ¶ 9.) Similarly, each of the five stock option agreements contain the following provision:

Entire Agreement; Amendment and Waivers.
This Agreement embodies the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto. None of the terms and conditions of this Agreement may be amended, modified, waived or canceled except by a writing signed by the parties hereto specifying such amendment, modification, waiver, or cancellation. A waiver by either party at any time of compliance with any of the terms and conditions of the Agreement shall not be considered a modification, cancellation or consent to a future waiver of such terms and conditions or of any preceding or succeeding breach thereof, unless expressly stated so.

(CSC Trial Ex. 6, ¶ 14); (CSC Trial Ex. 7, ¶ 18); (CSC Trial Ex. 8, ¶ 14); (CSC Trial Ex. 9, ¶ 16); (CSC Trial Ex. 10, ¶ 18). Because any modifications must be made in writing, Plaintiff argues that any alleged conversations between Defendant and CSC employees that relate to his contractual obligations would only serve to confuse the jury and would be unfairly prejudicial to CSC. (Pl. Mem. in Supp. at 4.)

         Defendant responds to Plaintiff's arguments by clarifying that the conversations he had with Mike Lawrie, CSC's chief executive officer, and Paul Saleh, CSC's chief financial officer, should be permitted at trial because they “go to the heart of [Plaintiff's] fraud claim.” (Def. Mem. in Opp. at 4.) Such conversations are not meant to show a modification of any contractual terms, but rather are meant to show Lawrie's, and therefore the Plaintiff's, state of mind. (Id.) Moreover, Maguire plans to offer evidence of his conversation with Mr. Saleh as evidence of his affirmative defense of waiver, as he alleges that Mr. Saleh explicitly asked him to violate the terms of his non-solicitation agreement. (Id.)

         Given the purposes for which these oral conversations will be offered, the Court finds them relevant to the proceedings and denies Plaintiff's motion to exclude them.

         2. Motion in Limine to Preclude Defendant From Asserting the Unenforceability of the Non-Solicitation Provisions as an Affirmative Defense Plaintiff has also moved to preclude Defendant from asserting the affirmative defense that the ...

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