GE Med. Sys. S.C.S. v. SYMX Healthcare Corp.

GE MEDICAL SYSTEMS S.C.S., Plaintiff, v. SYMX HEALTHCARE CORPORATION, Defendant.

Case No. 18-cv-20922-BLOOM/Louis

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

March 3, 2021

FINDINGS OF FACT AND CONCLUSIONS OF LAW

THIS CAUSE is before the Court upon Plaintiff GE Medical Systems S.C.S.'s ("Plaintiff") Motion to Enforce Settlement Agreement and for Entry of a Consent Judgment, ECF No. [21] ("Motion to Enforce"), and Defendant SYMX Healthcare Corporation's ("Defendant") Cross Motion to Reopen Case and Set Scheduling Conference, ECF No. [32] ("Motion to Reopen"), (collectively, the "Motions"). The Court held a four-day evidentiary hearing on the Motions. The parties submitted their proposed findings of fact and conclusions of law prior to the evidentiary hearing,¹ which they supplemented following the evidentiary hearing's conclusion. See ECF No. [99] (Defendant's Proposed Findings of Fact and Conclusions of Law); ECF No. [100] (Plaintiff's Proposed Findings of Fact and Conclusions of Law). The Court has carefully considered the Motions, all opposing and supporting submissions, the evidence and testimony presented during the evidentiary hearing, the record in this case, the applicable law, and isotherwise fully advised. Accordingly, the Court makes the following findings of fact and conclusions of law.

I. BACKGROUND & PROCEDURAL HISTORY

This case involves the parties' conduct relative to certain agreements between Plaintiff and Defendant for the purchase and installation of medical equipment for the Ridge Hospital in Accra, Ghana. Pursuant to the agreements, Plaintiff agreed to deliver purchased medical equipment and to provide certain services, such as installation and routine maintenance on the equipment, consistent with its standard limited warranties. Ultimately, Defendant purchased over $6.8 million of medical equipment from Plaintiff for the Ridge Hospital project. Yet, as summarized by the parties,

[a] dispute arose between GE and SYMX concerning payment of certain of the Ridge Hospital Sales Agreements.

. . . . GE claim[ed] that SYMX owe[d] GE an outstanding total amount of USD $2,657,151.77 (the "Outstanding Amount") in connection with the Ridge Hospital Sales Agreements. GE filed a lawsuit related to its claims against SYMX entitled GE Medical Systems S.C.S. v. Symx Healthcare Corporation, U.S. District Court for the Southern District of Florida, case no. 18-cv-20922-CMA (the "GE Lawsuit").

. . . . For its part, SYMX [] alleged claims against GE for costs related to the delivery of the equipment identified in the Ridge Hospital Sales Agreements, as well as claims that GE interfered with SYMX's relationship with Americaribe, Inc.[²] and others. SYMX filed a lawsuit related to its claims against GE entitled Symx Healthcare Corporation v. GE Healthcare, Inc., Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, case no. 2018-001897-CA-01 (the "SYMX Lawsuit"). SYMX also [] alleged counter-claims against GE in the GE Lawsuit, including allegations that GE has caused SYMX to suffer lost business opportunity and lost profits.

ECF No. [21-1] at 2.

Nonetheless, in light of their long working relationship, the parties attempted throughout2017 to negotiate mutually agreeable settlement terms regarding (1) Plaintiff's claims regarding Defendant's failure to pay the outstanding debt owed for the medical equipment delivered; and (2) Defendant's grievances against Plaintiff for certain costs that it incurred as a result of Plaintiff's untimely delivery of medical equipment. After extensive negotiations, Plaintiff ultimately agreed to reduce Defendant's outstanding balance in exchange for its prompt payment and to allow Defendant to pay its debt in installments, rather than Plaintiff's normal business practice of demanding payment in full. As such, by December 2017, the parties agreed that the final settlement amount would be discounted to $2,352,594.94, which would be paid by Defendant in five installments. Despite the parties' mutual agreement on the settlement amount and payment schedule, at the start of 2018, no settlement agreement had been signed and no payments had been made.

Instead, on January 19, 2018, Defendant filed suit in Florida state court for a declaratory judgment that it was not liable for the amount owed to Plaintiff for the Ridge Hospital equipment. Defendant claimed that Plaintiff had breached the sales contracts by missing delivery and installation deadlines and had tortiously interfered with Defendant's business relationships in Ghana.

Plaintiff subsequently filed this action on March 12, 2018, asserting breach of contract and account stated claims against Defendant for the failure to pay for the equipment that was delivered. Plaintiff sought to recover the full amount of the debt—namely, $2,657,151.77, plus interest. See ECF No. [1].³ On April 13, 2018, Defendant filed its Answer, Affirmative Defenses, and Counterclaim, which asserted a compulsory counterclaim against Plaintiff for breach of contract for the failure to timely deliver the medical equipment. ECF No. [7].

After initiating their respective lawsuits, the parties renewed their settlement negotiations and ultimately "reached a global agreement on settlement terms and conditions to resolve any and all disputes arising out of the Ridge Hospital Sales Agreements." ECF No. [21-1] at 2 ("Settlement Agreement" or "Agreement"). On May 4, 2018, Defendant sent Plaintiff a signed copy of the Settlement Agreement. ECF No. [91-35] at 47. On May 10, 2018, Plaintiff returned its counter-signed copy of the Agreement to Defendant. Id. at 65. Finally, on May 17, 2018, Defendant circulated a fully executed Settlement Agreement that was initialed by both parties. Id. at 83.

On May 14, 2018, the parties filed a Joint Motion for Enlargement of Deadlines Pending Settlement, ECF No. [15], explaining that,

[s]ince the entry of the Court's scheduling order, the parties have reached a settlement agreement. The parties further agreed that within three (3) business days of the Effective Date of the Settlement Agreement or three (3) business days after the initial installment of the Settlement Payment clears GE's bank account, whichever is later, a notice of settlement would be filed in this action.

Given that settlement is likely to be concluded, the parties jointly request a 30-day enlargement of the mediation scheduling deadline and the exchange of initial disclosures.

ECF No. [15] at 1. The next day, the Court administratively closed the case sua sponte, stating that "[i]f the parties fail[ed] to complete the expected settlement, either party [could] request the Court to reopen the case." ECF No. [16].

On January 25, 2019, Plaintiff filed its Motion to Enforce, seeking to enforce the parties' Settlement Agreement and obtain a consent judgment against Defendant pursuant to its terms. See ECF No. [21]. Defendant opposed Plaintiff's Motion to Enforce and requested that Plaintiff be sanctioned for allegedly making "knowingly false" statements to the Court during the course of the proceedings about whether Defendant had made any installment payments under the Agreement. See ECF No. [32]. Defendant contemporaneously filed its Cross-Motion to Reopenwithin its response to the Motion to Enforce, which sought to reopen the case to allow Defendant to proceed with its claims against Plaintiff and add additional claims. Id.⁴

Plaintiff's Motion to Enforce was referred to the Honorable Chris M. McAliley, United States Magistrate Judge, for a Report and Recommendation. See ECF No. [33]. After extensive briefing by the parties, see ECF Nos. [21], [32], [39], & [40], Judge McAliley issued her Report and Recommendation, which was limited to Plaintiff's Motion to Enforce, see ECF No. [43] at 1 n.1 ("Report"). The Report set forth a thorough analysis of the facts and the applicable law and ultimately recommended that the Court grant Plaintiff's Motion to Enforce and issue the consent judgment against Defendant. Id. at 22-23. Both parties subsequently filed objections to the Report, and Defendant renewed its request for an evidentiary hearing. See ECF Nos. [47] & [48]. Upon review of the Report, the briefing, and the parties' objections, the Court determined that an evidentiary hearing was warranted in light of the numerous factual disputes and contractual ambiguities raised by the parties. See ECF No. [52].⁵ Accordingly, the Court scheduled a two-day evidentiary hearing on the Motions.

On November 21, 2019, Judge Altonaga commenced the evidentiary hearing and heard testimony from two of Plaintiff's high-level executives: (1) the complete testimony of Chris Bonnett ("Mr. Bonnett"), the Managing Director of Project Development for GE Healthcare in Africa, and (2) the direct examination of Eyong Ebai ("Mr. Ebai"), GE Healthcare's General Manager for West and Central Africa. Upon the completion of Mr. Ebai's direct examination, thehearing was recessed until the following day. See Tr. of Evidentiary Hr'g, Nov. 21, 2019 [hereinafter 1^st Hr'g Tr.], ECF No. [78].

Shortly after the conclusion of the proceedings on November 21, 2019, Judge Altonaga filed a notice alerting the parties of her ownership of stock in the General Electric Company, which in turn owns Plaintiff. See ECF No. [66]; ECF No. [10] (Plaintiff's corporate disclosure statement). A telephonic hearing was held that evening to address Judge Altonaga's continued participation in this case. See ECF Nos. [67] & [68]. Ultimately, Judge Altonaga recused herself, ECF No. [69], and the case was reassigned to the Undersigned the following day, see ECF No. [70].

Following reassignment, this Court ordered that the parties confer and file a joint status report detailing the pending issues in the case. ECF No. [71]. Eventually, the evidentiary hearing was recommenced on June 11, 2020, Tr. of Evidentiary Hr'g, June 11, 2020 [hereinafter 2^nd Hr'g Tr.], ECF No. [96]; and it continued on June 12,...