Gerald Trainor v. Mark Glagola, et al.

Summary

The United States District Court for the District of Maryland denied Gerald Trainor’s motion to alter or amend the judgment following a bench trial. The court reaffirmed its findings that Mark Glagola’s participation in proceeds from the Penn Commerce/Condor project was a promote rather than a commission subject to the parties’ split agreement or Glagola’s independent contractor agreement with Transwestern Carey Winston, LLC. The court concluded that the motion did not satisfy the standards under Federal Rules of Civil Procedure 52(b) or 59(e).

Holdings

1. The motion to alter or amend must be denied because Trainor's arguments primarily reasserted trial arguments and disagreements with the court's factual findings and legal conclusions, without establishing a manifest error, clear error, intervening change in controlling law, newly available evidence, or manifest injustice.
2. The Penn Commerce/Condor payment was a promote, including a one-off promote participation designed to mimic a traditional investment opportunity, and was not a commission subject to the 2018 Split Agreement.
3. The QREA agreement's Section 2(d) reasonably excluded Glagola's participation from the agreement because it covered not only investments but participation in or ownership of other businesses, ventures, enterprises, or investments, subject to the stated conditions.
4. The court properly considered extrinsic evidence because it had already determined that the 2018 Split Agreement was ambiguous and did not define precisely what the parties agreed to split.

Questions Presented

1. Whether Trainor satisfied the standards under Federal Rules of Civil Procedure 52(b) or 59(e) for altering or amending the prior judgment.
2. Whether the court's findings that Glagola's Penn Commerce/Condor participation was a promote rather than a commission, and was outside the 2018 Split Agreement and QREA agreement, constituted a manifest or clear error.
3. Whether the court properly considered extrinsic evidence after determining that the 2018 Split Agreement was ambiguous as to the meaning of commissions.

Disposition

other