United States District Court, E.D. Missouri, Southeastern Division
ROBINSON MECHANICAL CONTRACTORS INC. d/b/a ROBINSON CONSTRUCTION CO., Plaintiff,
PTC GROUP HOLDINGS CORP., and PTC SEAMLESS TUBE CORP., Defendants.
MEMORANDUM AND ORDER
STEPHEN N. LIMBAUGH, JR. UNITED STATES DISTRICT JUDGE.
matter is before the Court on two motions pertaining to
witness testimony. Plaintiff Robinson Mechanical Contractors
Inc. d/b/a Robinson Construction Company
(“Robinson”) moves to exclude in part the
testimony of law professor Jonathan Macey, who was retained
by defendant PTC Group Holdings Corp.'s
(“PTC”) (#111). Defendant PTC moves to strike
(#146) the affidavit of Robinson's President Paul
Findlay, which was filed in support of Robinson's
opposition to PTC's motion for summary judgment. Both
motions are fully briefed and ripe for disposition.
Familiarity with the facts of this case is presumed.
Motion to Exclude In Part Testimony of Prof. Jonathan
seeks to exclude two aspects of Prof. Macey's testimony.
First, Robinson states that Macey seeks to offer legal
conclusions and “public policy” concerns to the
jury about imposing liability on parent companies (such as
defendant PTC). Second, Robinson states that Macey seeks to
provide an ultimate opinion regarding whether veil-piercing
is proper and whether Robinson's evidence weighs in favor
of allowing veil-piercing, including whether “public
policy” does or does not support piercing the corporate
veil under the facts of this case.
Court must act as a “gatekeeper” to “insure
that proffered expert testimony is both relevant and
reliable.” Wagner v. Hesston Corp., 450 F.3d
756, 758 (8th Cir. 2006) (quoting Anderson v. Raymond
Corp., 340 F.3d 520, 523 (8th Cir. 2003)); see
also Daubert v. Merrell Dow Pharmaceuticals,
Inc., 509 U.S. 579, 589 (1993). Federal Rule of Evidence
702 governs the standard for this Court's admission of
expert testimony. It provides:
A witness who is qualified as an expert by knowledge, skill,
experience, training, or education may testify in the form of
an opinion or otherwise if: (a) the expert's scientific,
technical, or other specialized knowledge will help the trier
of fact to understand the evidence or to determine a fact in
issue; (b) the testimony is based on sufficient facts or
data; (c) the testimony is the product of reliable principles
and methods; and (d) the expert has reliably applied the
principles and methods to the facts of the case.
Fed. R. Evid. 702.
Robinson claims that Macey's opinions about the law of
corporate governance and his view of “public
policy” do not assist the trier of fact, but rather
they confuse the pertinent issues by presenting Macey as a
false authority on whether liability should be imposed.
“It is well-settled that experts may not offer legal
conclusions about a case.” Morley v. Square,
Inc., 4:10CV2243 SNLJ, 2016 WL 1728367, at *2 (E.D. Mo.
Apr. 29, 2016) (citing In re Acceptance Ins. Companies
Sec. Litig., 423 F.3d 899, 905 (8th Cir. 2005)).
PTC responds that it retained Prof. Macey to provide opinions
on the relationship between PTC and its former subsidiary,
PTC Seamless Tube Corp. (“Seamless”), as relevant
to Robinson's alter ego claim. PTC explains that Prof.
Macey's testimony would be helpful to the jury due to his
experience in the field of corporate governance and
organization. “Expert testimony assists the trier of
fact when it provides information beyond the common knowledge
of the trier of fact.” Kudabeck v. Kroger
Co., 338 F.3d 856, 860 (2003). Indeed, PTC cites to
other courts' opinions allowing testimony about corporate
governance. See CDX Liquidating Tr. ex rel. CDX
Liquidating Trusee v. Venrock Associates, 411
B.R. 571, 587 (N.D. Ill. 2009); HBC Ventures, LLC v.
MD Consulting, Inc., 5:06-CV-190-F, 2012 WL 4483625, at
*9 (E.D. N.C. Sept. 27, 2012). However, those cases were
careful to distinguish between permissible opinions and
forbidden legal conclusions. In CDX Liquidating, the
court stated that the expert could testify only “within
certain parameters.” 411 B.R. at 587. The court
For example, he may provide a backdrop against which the jury
may view this case in that he can describe how boards
operate; the types of alternatives available to the Cadant
Board at all relevant times; and the factors a board can and
should consider when making decisions. However, he cannot
judge what Defendants did or did not do; nor whether they
violated the law in that if he were to opine that (and to
explain how) their conduct constituted a breach of fiduciary
duty, he would necessarily be deeming Plaintiff's version
of the facts to be the credible account, which is prohibited.
After all, the issue of whether Defendants breached their
duties is an issue for the trier of fact to decide. It is not
for [the expert] to tell the trier of fact what to decide.
Id. Similarly, in HBC Ventures, the court
allowed the expert to “to testify to corporate norms
and governance, and offer opinions on whether the
relationship between [defendants] diverged from those norms,
” but he was “prohibited from opining on whether
the corporate veil…should be pierced.” 2012 WL
4483625, at *9-10.
insists that Prof. Macey's opinions do not constitute
legal conclusions and, specifically, that Macey's
“public policy” statements are not legal
conclusions. Macey includes numerous statements about public
policy: For example, Macey states in his Report that
“there are no public policy justifications to support
piercing the corporate veil in this case.” (#112-1 at
¶ 50.) Further, Macey states “it would be contrary
to public policy to impose personal liability on
investor-managers, like PTC Group, simply on the basis that
the investor-managers made business decisions on behalf of a
company.” (Id. at ¶ 62; see also,
e.g., ¶¶ 52, 55, 61, 62, 64, 65, 77-89, 81,
87.) Plaintiff Robinson contends that those
“policy” statements are simply legal conclusions
in disguise. This Court agrees. “Public policy”
opinions do not assist the trier of fact. See, e.g.,
Austin Firefighters Relief & Ret. Fund v. Brown,
760 F.Supp.2d 662, 671 (S.D.Miss. 2010); Gallatin Fuels,
Inc. v. Westchester Fire Ins. Co., CIV.A. 02-2116, 2006
WL 1437169, at *4 (W.D. Pa. Jan. 19, 2006); Godwin
Gruber, P.C. v. Deuschle, CIV.A. 300CV0017L, 2002 WL
1840929, at *3 (N.D. Tex. Aug. 9, 2002).
the jury in this case will decide whether piercing the
corporate veil is warranted, and Prof. Macey is answering
that very question. As the Eighth Circuit has held,
“[b]ecause the judge and not a witness is to instruct
the factfinder on the applicable principles of law, exclusion
of opinion testimony is appropriate if the terms used have a
separate, distinct, and special legal meaning.”
Hogan v. Am. Tel. & Tel. Co., 812 F.2d 409, 411
(8th Cir. 1987) (internal citations omitted). Macey
repeatedly uses terms with special legal ...