B.N. Zwirn Special Opportunities Fund, L.P. v. Brin Investment Corp.

Summary

The court affirmed an amended judgment entered after a jury verdict against Brin Investment Corp. The court held that the jury was properly instructed on ratification and novation, that an insufficiency claim was unpreserved, and that the trial court properly ruled on the admissibility of settlement materials, business records, and an opposing party’s letter.

Holdings

1. The trial court correctly instructed the jury on ratification and novation as alternative legal theories under which Brin Investment, although a nonsignatory, could be bound by the agreement.
2. Brin Investment's challenge to the sufficiency of the evidence supporting novation was unpreserved because it did not move for a directed verdict at the close of the evidence; in any event, the jury rationally could have found a novation.
3. The trial court properly excluded the spreadsheet prepared for settlement discussions.
4. The trial court properly admitted the annotated email exchange made during negotiations as a business record.
5. The trial court properly admitted Brin Investment's letter claiming indemnity rights under the agreement as an admission of fact.

Questions Presented

1. Whether the trial court properly instructed the jury on ratification and novation as alternative theories for binding a nonsignatory to the agreement.
2. Whether the evidence was sufficient to support a finding of novation.
3. Whether the trial court properly excluded a spreadsheet prepared for settlement discussions.
4. Whether the trial court properly admitted an annotated email exchange as a business record.
5. Whether Brin Investment's letter asserting indemnity rights was properly admitted as an admission of fact.

Disposition

affirmed