Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 1 of 46 PageID #:
`32215
`
`IN THE UNITED STATES DISTRICT COURT
`WESTERN DISTRICT OF ARKANSAS
`FAYETTEVILLE DIVISION
`
`LONDON LUXURY, LLC PLAINTIFF/COUNTER-DEFENDANT
`
`V.
`
`WALMART, INC.
`
`
`
`
`
`
`
`
` CASE NO. 5:22-CV-5059
`
`
`
`
`
`
`
`
`
` DEFENDANT/COUNTER-PLAINTIFF
`
`
`MEMORANDUM OPINION AND ORDER
`
`TABLE OF CONTENTS
`
`
`I. FACTUAL BACKGROUND ....................................................................................... 2
`II. LEGAL STANDARDS .............................................................................................. 15
` A. Rule 50(b): Overturning the Jury’s Verdict ................................................... 15
` B. Rule 59: Granting a New Trial ........................................................................ 16
`III. DISCUSSION .......................................................................................................... 17
`A. Sufficient Evidence Supports the Jury’s Breach-of-Contract Verdicts. ...... 18
`1. Rule 50(b) ..................................................................................................... 18
`a. Violation of Walmart’s Standard for Avoiding Conflicts of Interest 20
`b. Delays in Shipping and Issues with Factory Sourcing and Quality 30
`c. Walmart’s Claim for Damages for Non-Material Breach ................... 32
`2. Rule 59 ......................................................................................................... 33
`B. Issues Preserved for Appeal Do Not Constitute a Miscarriage of Justice...38
`1. Walmart’s Disagreement with the Summary Judgment Order ................ 38
`2. Walmart’s Disagreement with Certain Final Jury Instructions ................ 40
`a. Breach of Contract Instructions .......................................................... 41
`b. Fraud in the Inducement and Estoppel .............................................. 42
`3. Walmart’s Disagreement with the Privilege-Log Orders .......................... 44
`IV. CONCLUSION ....................................................................................................... 46
`
`
`
`
`1
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 2 of 46 PageID #:
`32216
`
`Over the course of eleven days last year, the parties tried their claims and
`
`counterclaims to a nine-member jury. London Luxury prevailed on the parties’ competing
`
`claims for breach of contract and was awarded compensatory damages in the amount of
`
`$101,218,680.00. Walmart prevailed on each of its three tort claims against London
`
`Luxury and was awarded $350,000.00 in damages. Now before the Court is Walmart’s
`
`Renewed Motion for Judgment as a Matter of Law and, in the alternative, Motion for a
`
`New Trial.1 For the reasons explained below, Walmart’s Motion (Doc. 468) is DENIED.
`
`I. FACTUAL BACKGROUND2
`
`In the summer of 2020 during the beginning of the COVID-19 pandemic, Walmart
`
`wanted to source millions of nitrile gloves for retail sale to its customers and for its
`
`employees’ in-store use. Walmart solicited bids from qualified vendors—those with the
`
`ability to supply large quantities of nitrile goods in a marketplace where Personal
`
`Protective Equipment (“PPE”) was scarce. London Luxury offered the lowest price and
`
`was awarded the business, even though it was not a manufacturer of gloves (or anything
`
`else) but instead was a pre-existing supplier of home goods to Walmart. In its sales pitch,
`
`London Luxury represented that it had established connections with nitrile glove
`
`
`1 The Court has considered Walmart’s Motion (Doc. 468) and Brief in Support (Doc. 489),
`as well as London Luxury’s Response in Opposition (Doc. 498) and Walmart’s Reply
`(Doc. 502).
`
` 2
`
` While many of the facts described here are undisputed, others were certainly disputed
`at trial; the inferences and ascribed motivations to be drawn from the facts were argued
`by the parties from their differing perspectives. Regardless, owing to the standard of
`review here, all facts described below could be found as true by a reasonable jury having
`deliberated on the evidence presented at trial.
`2
`
`
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 3 of 46 PageID #:
`32217
`
`manufacturers in Southeast Asia who would be willing to allocate capacity to meet
`
`Walmart’s needs.3
`
`On July 21, 2020, Walmart issued London Luxury an award letter that
`
`contemplated purchasing up to 3 million boxes of nitrile gloves per month. Walmart also
`
`required London Luxury to sign a standard general-supplier agreement that explained in
`
`detail the way Walmart and London Luxury would do business when the time came for
`
`Walmart to issue purchase orders and pay for goods. Importantly, the general-supplier
`
`agreement did not specify what goods would be purchased, nor did it include information
`
`about pricing, quantities, or deadlines; the agreement explained that those material terms
`
`would appear in separate purchase orders which, if issued, would transform the supplier
`
`agreement into an enforceable contract. Before purchase orders were written, however,
`
`the supplier agreement was nothing more than boilerplate conditions that applied to the
`
`purchase of unspecified goods at some point in the future. And while the award letter
`
`suggested Walmart would be buying up to 3 million boxes of gloves per month, the
`
`supplier agreement contained a conflicting boilerplate provision which stated that Walmart
`
`would not assume a minimum-purchase obligation.
`
`From the beginning of this arrangement, Walmart expressed frustration with
`
`London Luxury’s pace in securing a suitable glove manufacturer. When those concerns
`
`were pressed, London Luxury lulled Walmart into believing that shipments were on the
`
`near horizon and that pandemic-related supply-chain hardships were to blame for slowing
`
`down the logistics. However, behind the scenes, London Luxury was struggling financially
`
`
`3 The evidence at trial suggested that London Luxury greatly exaggerated its ability to
`source nitrile gloves during the beginning of the pandemic.
`3
`
`
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 4 of 46 PageID #:
`32218
`
`and could not fund the up-front deposits that the glove manufacturers required before
`
`allocating production capacity. It seemed London Luxury was stuck in a Catch-22
`
`dilemma: Its bank was reluctant to finance manufacturing costs because Walmart’s
`
`purchase commitment was contingent on issuing future purchase orders, and Walmart
`
`was reluctant to issue purchase orders before it knew the identity of London Luxury’s
`
`manufacturer.
`
`By November 2020, the parties had started exchanging proposed delivery
`
`schedules based on Walmart’s belief that London Luxury had secured a qualified
`
`manufacturer and London Luxury’s belief that Walmart would soon issue purchase
`
`orders. On December 14, 2020, Walmart’s global sourcing team for pandemic-related
`
`goods was persuaded to write an entire year’s worth of purchase orders at once. But, as
`
`it turned out, the sourcing team was out of sync with Walmart’s merchandising team.
`
`Between July and December 2020, as the pandemic ebbed and flowed, Walmart’s buyers
`
`had come to realize that they needed far fewer gloves than originally expected.
`
`Consequently, less than a week after issuing a year’s worth of purchase orders, Walmart
`
`did an about-face and cancelled them all.
`
`Walmart’s cancellation came as a significant blow to London Luxury, which had
`
`literally bet the company on the deal going through as planned. When London Luxury
`
`protested and asserted its detrimental reliance, Walmart tried to soften the blow by
`
`agreeing to write new purchase orders—but for a significantly smaller quantity of gloves.
`
`London Luxury fired back that Walmart’s award letter was a binding promise to buy
`
`36 million boxes of gloves over a year’s time; but more to the point, a smaller order would
`
`effectively derail London Luxury’s ability to leverage the financing needed to secure
`
`
`
`4
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 5 of 46 PageID #:
`32219
`
`adequate manufacturing capacity. Walmart soon evaluated its legal exposure and
`
`advised the glove buyers that the unique set of events and circumstances surrounding
`
`the original glove deal might leave Walmart “on the hook” for the full 3 million boxes per
`
`month for twelve months.
`
`A few weeks later, in January 2021, as Walmart looked to mitigate its miscalculated
`
`need for gloves, it stumbled upon a serendipitous opportunity. A company called Heypex
`
`was trying to source a supply of nitrile gloves to sell to medical institutions. In a lemons-
`
`to-lemonade moment, Walmart negotiated a year-long contract to sell 55 million boxes of
`
`nitrile gloves (that it did not have) to Heypex. Walmart’s plan was to acquire the nitrile
`
`gloves from London Luxury and sell them to Heypex at a good profit margin. Heypex
`
`would then resell the gloves to its customer in the medical industry. Walmart executives
`
`were ecstatic about the deal because it solidified Walmart’s entrance into the Business-
`
`to-Business (“B2B”) marketplace, where Walmart had long hoped to become competitive.
`
`But Walmart’s commitment to Heypex was not without risk: If London Luxury’s production
`
`and shipping schedule failed to satisfy the timeliness of Heypex’s needs, then Walmart
`
`could be left with a huge supply of gloves and no alternative buyer.
`
`As London Luxury would later argue to the jury, Walmart accepted that risk on
`
`February 19, 2021, when it contracted to sell gloves to Heypex, and in so doing, “Walmart
`
`made a big bet, a half a billion-dollar bet, on one customer: Heypex. And Heypex wasn’t
`
`reliable, and Walmart didn’t do its due diligence. They got too excited. ‘$500 million here
`
`we come.’ That’s what happened.” (Doc. 484, Tr. p. 2232).
`
`On the supply side of this equation, London Luxury’s CEO, Marc Jason, was
`
`apprehensive when he learned about Walmart’s deal with Heypex. After all, just a few
`
`
`
`5
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 6 of 46 PageID #:
`32220
`
`weeks earlier, Walmart had touted its authority to cancel the entire glove order and
`
`signaled that any new order would be significantly less than before. Now, in a stunning
`
`reversal, Walmart’s intent was to order millions more boxes of gloves than it had in
`
`December. Jason knew that London Luxury’s bank was unlikely to finance a
`
`manufacturing commitment on an even larger scale when it had just witnessed Walmart
`
`attempt to renege on a smaller order.
`
`Walmart’s Senior Sourcing Director, Garrett Small, was Walmart’s designated
`
`point of contact with Jason on the glove transaction. To make the Heypex B2B deal work,
`
`Small had to find a way to assuage Jason’s (and his banker’s) concerns. Initially, Small
`
`approached Walmart’s buyer team to see if they might be willing to write a year’s worth
`
`of purchase orders, as they had before, to give some assurance about the scope of the
`
`entire commitment. The buyers refused.
`
`Returning to the drawing board, Small collaborated with Jason and Walmart’s in-
`
`house legal counsel, Vicki Vasser, to create a truly binding minimum-purchase agreement
`
`between Walmart and London Luxury. This time, Jason took the pen and drafted the
`
`commitment language himself––which he insisted was necessary to satisfy his banker’s
`
`concerns about Walmart’s ability to cancel. On February 23, 2021—four days after
`
`Walmart executed a contract to supply Heypex with 55 million boxes of gloves for $8.75
`
`per box—Small signed and emailed the minimum-purchase agreement to Jason.
`
`According to the new agreement, which was reviewed and approved by Walmart’s in-
`
`house legal counsel, Walmart was committing to purchase a total of 60.7 million boxes of
`
`gloves from London Luxury “on a noncancellable and irrevocable basis,” at a price not to
`
`exceed $7.48 per box, to be delivered in weekly shipments over the course of 52 weeks.
`
`
`
`6
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 7 of 46 PageID #:
`32221
`
`(DX-0924).4 The contract did not contain a start date. Instead, the 52-week course of
`
`performance would commence on “the date of first shipment of the Product.” Id.
`
`But Jason could not immediately sign the new agreement because London
`
`Luxury’s banker remained skeptical and would not finance the manufacturing deposits.
`
`So, on March 4, 2021, after a series of further ideas and negotiations, Small emailed
`
`Jason to confirm that Walmart would provide additional assurances to secure its supply
`
`of gloves. Specifically, to pave the way for manufacturing, Walmart took the extraordinary
`
`step of having its own bank issue a letter of credit to guarantee that Walmart would make
`
`full payment on every purchase order issued to London Luxury. See DX-0149. In return,
`
`though, Walmart executives needed to streamline the supply chain and decided that the
`
`fastest and most reliable way was to have London Luxury transport the Asian-made
`
`gloves to an Asian port. Id. Walmart would then take custody of the glove containers,
`
`negotiate customs hurdles, and arrange the last leg of shipping to the United States. To
`
`accommodate the letter of credit and the new shipping terms, London Luxury had to
`
`become what Walmart calls a “direct-import supplier,” which required London Luxury to
`
`execute a different type of boilerplate supplier agreement. See PX-2113.
`
`While those details were being discussed and finalized, Jason requested new edits
`
`to the minimum-purchase agreement. Small incorporated those edits into a final draft,
`
`which he signed and emailed to Jason on March 12, 2021, and Jason countersigned on
`
`March 19, 2021. See DX-0292 & DX-0042. The revised minimum-purchase agreement
`
`included a provision that had the effect of incorporating the operative supplier agreement
`
`
`4 This is a Walmart trial exhibit. London Luxury’s exhibits are labeled “PX-####,” while
`Walmart’s trial exhibits are labeled “DX-####.”
`
`
`
`
`7
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 8 of 46 PageID #:
`32222
`
`by reference. Id. For the reasons just explained, Walmart circulated the direct-import
`
`version of the supplier agreement, and it was made effective as of March 31, 2021. See
`
`DX-0147.
`
`One final agreement rounded out the parties’ deal: Walmart’s “Minimum
`
`Requirements and Standards for Suppliers” (“Standards”), which were incorporated (by
`
`reference to a hyperlink5) into the Direct Import Supplier Agreement. The Standards are
`
`essentially an ethical code of conduct that Walmart requests its suppliers to abide by as
`
`a condition of doing business with Walmart. The rules are presented in the form of an
`
`online, multi-page brochure with color photos of Walmart personnel at work. See DX-
`
`0022. The first page of the brochure is a letter from Walmart’s President and CEO Doug
`
`McMillon that invites suppliers to “embrace the spirit in which these Standards were
`
`developed and model the values that stand behind them.” (DX-0022-012). Suppliers are
`
`“expect[ed]” to “[c]omply with relevant anti-corruption laws,” “never offer, pay, or receive
`
`a bribe,” “[r]ecognize and [a]void [c]onflicts of [i]nterest,” and “not offer gifts and
`
`entertainment to Walmart associates who might influence your business with Walmart.”
`
`(DX-0022-017 & -023). They are also warned that failing to live up to the Standards “may
`
`subject [them] to consequences, up to and including termination of business with
`
`Walmart.” (DX-0022-014).
`
`In late April 2021, Small learned that Heypex had increased its glove order by
`
`approximately 11 million boxes, which meant the minimum-purchase agreement with
`
`London Luxury had to be amended, too. Instead of 60.7 million boxes of gloves, Walmart
`
`
`5 http://corporate.walmart.com/sourcing-standards-resources
`
`
`
`
`8
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 9 of 46 PageID #:
`32223
`
`now needed to buy 72 million boxes of gloves from London Luxury. Small prepared and
`
`signed a letter noting the increased quantity commitment and sent it to Jason by email,
`
`copying Alex Hurd, who was Small’s supervisor, and John Egerman, who was Walmart’s
`
`Senior Director and Head of Capital Markets. See PX-0364 and PX-0366.6 Egerman was
`
`responsible for working with Walmart’s bank to secure an amended letter of credit to
`
`reflect the increased minimum quantity. PX-1181.
`
`To recap, as of April 28, 2021, the parties’ agreement consisted of: (1) a
`
`noncancellable and irrevocable agreement to purchase 72 million boxes of nitrile gloves
`
`over a 52-week term—beginning on the date the first purchased order was issued, (2) the
`
`Direct Import Supplier Agreement, and (3) the supplier Standards.
`
`Between May 24 and September 30, 2021, Walmart issued 18 purchase orders.
`
`But for various reasons, many of which are disputed, London Luxury did not begin
`
`supplying gloves to Walmart until sometime in late September or early October 2021.
`
`Shortly thereafter, when London Luxury thought it had finally turned the corner in
`
`resolving various manufacturing glitches, the parties’ relationship disintegrated.
`
`On October 22, 2021, Small sent an email to London Luxury telling them that he
`
`was “continuing to have issues with [his glove team at Walmart]” and that they “need[ed]
`
`to stop all production until this [was] resolved.” (PX-0582 & PX-2233). In a phone call later
`
`that evening with London Luxury executives, Small revealed that Walmart was having a
`
`
`6 As the Court explained in its Order on summary judgment, the contract did not specify
`that written amendments must be signed by both parties. See Doc. 399, p. 45. And
`according to the Arkansas Uniform Commercial Code, a contract for the sale of goods is
`enforceable as long as it is signed “by the party against whom enforcement is sought or
`by his authorized agent”—which, in this case, was Walmart. Ark. Code Ann. § 4-2-201(1).
`
`
`
`
`9
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 10 of 46 PageID #:
`32224
`
`problem with its customer, Heypex. (Doc. 475, Tr. pp. 274–75) (Tr. Test. Gordon Lewis);
`
`(Doc. 478, Tr. pp. 1014–15) (Tr. Test. Jason). Chronologically, the evidence showed that
`
`Walmart’s directive to stop glove production occurred shortly after Heypex cancelled its
`
`agreement to purchase those same gloves from Walmart. An internal Walmart memo,
`
`dated November 10, 2021, provides a concise synopsis:
`
`(PX-3434).
`
`The jury was presented with conflicting evidence as to Heypex’s reason for
`
`cancelling. Walmart presented evidence that Heypex and its customer were concerned
`
`about London Luxury’s manufacturing sources and lack of quality. Walmart also
`
`presented evidence that Heypex was concerned about shipping delays and whether
`
`London Luxury was sourcing gloves from the black market. London Luxury presented
`
`evidence that Heypex’s customer was no longer interested in buying from Heypex
`
`because the market price for nitrile gloves had fallen precipitously by that point in the
`
`pandemic. The evidence and inferences were such that a reasonable jury could have
`
`believed either version.
`
`
`
`10
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 11 of 46 PageID #:
`32225
`
`In any event, on November 5, 2021, after being intentionally radio silent for almost
`
`two weeks, Small’s boss—Alex Hurd—met with Jason in person to confirm that Walmart’s
`
`glove deal with London Luxury was coming to an end. On November 11, Hurd sent an
`
`email confirming Walmart’s instruction to stop production of nitrile gloves:
`
`
`
` (PX-3103).
`
`By November 11, 2021, several more containers of gloves were in-transit from
`
`London Luxury’s Asian manufacturer to Walmart’s designated Asian port, while other
`
`containers full of gloves had been produced and were awaiting transport. It is undisputed
`
`that Walmart paid for all gloves it received from London Luxury. But Walmart took the
`
`position that the gloves were not merchantable, so it did not sell or use them. Instead,
`
`Walmart stored the gloves in a warehouse pending the resolution of this dispute.
`
`In January 2022, London Luxury filed this lawsuit against Walmart for prematurely
`
`cancelling the minimum-purchase agreement and demanded damages equal to the
`
`profits it would have made if Walmart had purchased all 72 million boxes of gloves.
`
`
`
`11
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 12 of 46 PageID #:
`32226
`
`Walmart counterclaimed for breach of contract and demanded a full refund of the cost of
`
`gloves it had purchased, as well as reimbursement of all shipping and storage fees.
`
`It was around this point in the timeline that the facts took an unexpected turn.
`
`Attached to London Luxury’s original complaint was a letter from Walmart dated
`
`June 14, 2021, and signed by Small that purported to extend the noncancellable and
`
`irrevocable nitrile glove purchase agreement from 72 million boxes over one year, to 75
`
`to 80 million boxes per year for five years. See Doc. 1-4, p. 3; PX-0993. Walmart was
`
`flabbergasted: It was unimaginable that anyone at Walmart would have committed to such
`
`a lengthy term. The deal outlined in Small’s June letter would have obligated Walmart to
`
`purchase more than $2.5 billion worth of gloves over five years. Walmart initially believed
`
`that Jason forged both the letter and Small’s signature, but after further investigation, the
`
`surprising truth was revealed: The letter was a complete fake, and Small had conspired
`
`with Jason to create it.
`
`Not long after London Luxury filed suit, Walmart discovered a trove of text
`
`messages between Small and Jason indicating that their relationship was more than just
`
`professional. Jason had provided Small with gratuities ranging from lunch and drinks to
`
`an all-expenses-paid trip to Miami. In arranging the Miami trip, Jason explained that he
`
`was meeting with investors about building a domestic nitrile-glove factory in south Florida,
`
`and that he wanted Small to have a management role in the new venture with significant
`
`compensation.
`
`
`
`12
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 13 of 46 PageID #:
`32227
`
`At trial, Walmart introduced hundreds of private communications between Small
`
`and Jason.7 The pair would frequently address each other with words of mutual adoration.
`
`The evidence demonstrated that, at some point, Jason caused a breach of Small’s duty
`
`of loyalty to Walmart. Less clear, however, was the precise timing, scope, and
`
`significance of the breach. The March 23, 2021, trip to Miami, for example (which occurred
`
`four days after the operative purchase agreement was fully executed), reasonably
`
`suggests that Small had succumbed to misplaced loyalties by that point. But if not by
`
`then, the breach of loyalty almost certainly occurred by no later than June 14, when Jason
`
`persuaded Small to sign the phony five-year-commitment letter. That said, there was at
`
`least some contextual evidence to explain why all of this was not as bad as it might appear
`
`at first blush.
`
`Small testified that he regretted certain of his actions, but he nevertheless
`
`maintained that he was loyal to Walmart throughout. The trip to Florida and the prospect
`
`of running a new manufacturing company were shrugged off as contingent and ultimately
`
`unsuccessful garden-variety recruiting efforts. And while Small admitted that the June
`
`letter didn’t look good, he said Jason promised him that the letter would never be provided
`
`to anyone––much less used to bind Walmart. Small testified that the purpose of the letter
`
`was to “flash it to potential investors” to persuade them to finance construction of the
`
`Florida glove factory. (Doc. 481, Tr. p. 1782) (Tr. Test. Small). The jury was told that the
`
`phony letter did not work, that investors never materialized, and that Small was never
`
`offered a job at the factory which was never built.
`
`
`7 Small would frequently communicate with Jason via a personal, non-Walmart email
`account and by private messaging applications.
`
`
`
`
`13
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 14 of 46 PageID #:
`32228
`
`Prior to this litigation, no one at Walmart was aware of the untoward personal
`
`relationship between Jason and Small. Consequently, in November 2021, Walmart had
`
`no reason to identify London Luxury’s violation of Walmart’s ethical Standards as the
`
`basis for cancelling the parties’ purchase agreement. But once this information became
`
`known, it changed the way that Walmart viewed its glove deal with London Luxury. First,
`
`Walmart asserted London Luxury’s violation of the Standards as an additional basis for
`
`Walmart’s breach-of-contract counterclaim. Second, Walmart added new counterclaims
`
`against London Luxury for tortious interference with Small’s employment relationship.
`
`Third, Walmart asserted a counterclaim for equitable rescission as an alternative to
`
`breach of contract. The rescission counterclaim posited that the minimum-purchase
`
`agreement was void ab initio because, at the time of contract formation, Walmart was
`
`laboring under material mistakes of fact regarding Small’s loyalty to Walmart and Jason’s
`
`tortious interference with Small’s employment relationship with Walmart. By pleading in
`
`the alternative, Walmart knew that at some point it would be required to elect between its
`
`legal remedy of breach of contract and its equitable remedy of recission. At the close of
`
`the trial, Walmart elected to forgo its recission claim and defenses and have the jury
`
`instructed on breach of contract instead.
`
`The jury’s verdicts reflect its finding that two things—simultaneously—were true:
`
`Walmart breached the parties’ contract, and London Luxury tortiously interfered with
`
`Small’s employment relationship and duty of loyalty to Walmart. In Walmart’s Motion now
`
`before the Court, the central contention is that these verdicts are inconsistent. According
`
`to Walmart, the only reasonable conclusion supported by the evidence is that London
`
`Luxury’s violation of the Standards constituted a prior material breach that legally excused
`
`
`
`14
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 15 of 46 PageID #:
`32229
`
`Walmart’s obligation to perform. Consequently, Walmart contends under Rule 50(b) that
`
`it is entitled to judgment as a matter of law on the competing breach-of-contract claims,
`
`or, in the alternative, that in the Court’s own weighing of the evidence under Rule 59, it
`
`should find there has been a miscarriage of justice and order a new trial. After first
`
`reviewing the applicable legal standards, the Court will address each of Walmart’s
`
`arguments in turn.
`
`II. LEGAL STANDARDS
`
`A. Rule 50(b): Overturning the Jury’s Verdict
`
`Walmart made both oral and written motions for judgment as a matter of law under
`
`Rule 50(a) at the close of all evidence. See Doc. 448. With one caveat,8 the Court took
`
`the motion under advisement. See Doc. 483, Tr. p. 2118. Walmart now renews its motion
`
`under Rule 50(b). Where “the court does not grant a motion for judgment as a matter of
`
`law made under Rule 50(a)” prior to submitting the case to the jury, then, upon timely
`
`renewal of that motion, the Court may confirm the jury’s verdict, order a new trial under
`
`Rule 59, or overturn the verdict and direct the entry of judgment as a matter of law. See
`
`Fed. R. Civ. P. 50(b)(1)–(3).
`
`“The law places a high standard on overturning a jury verdict because of the
`
`danger that the jury’s rightful province will be invaded when judgment as a matter of law
`
`is misused.” Bavlsik v. Gen. Motors, LLC, 870 F.3d 800, 805 (8th Cir. 2017) (quoting Hunt
`
`v. Neb. Pub. Power Dist., 282 F.3d 1021, 1029 (8th Cir. 2002)) (internal alterations
`
`omitted). The standard of review for granting a Rule 50(b) motion is whether sufficient
`
`
`8 The Court explained from the bench why the trial record bolstered its finding on summary
`judgment that the March 31 Direct Import Supplier Agreement did not supersede the
`noncancellable and irrevocable minimum-purchase agreement. See Doc. 483, Tr. pp.
`2118–21.
`
`
`
`15
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 16 of 46 PageID #:
`32230
`
`evidence exists to support the jury’s verdict. Therefore, the motion should only be granted
`
`when “all the evidence points one way and is susceptible of no reasonable inferences
`
`sustaining the position of the nonmoving party.” Washburn v. Kan. City Life Ins. Co., 831
`
`F.2d 1404, 1407 (8th Cir.1987) (citation omitted). In particular, the Court must:
`
`(1) consider the evidence in the light most favorable to the prevailing party,
`(2) assume that all conflicts in the evidence were resolved in favor of the
`prevailing party, (3) assume as proved all facts that the prevailing party’s
`evidence tended to prove, and (4) give the prevailing party the benefit of all
`favorable inferences that may reasonably be drawn from the facts proved.
`That done, the court must then deny the motion if reasonable persons could
`differ as to the conclusions to be drawn from the evidence.
`
`
`Id. (quoting Ryther v. KARE 11, 108 F.3d 832, 844 (8th Cir. 1997) (en banc)).
`
`B. Rule 59: Granting a New Trial
`
`A new trial is appropriate under Rule 59 when the first trial, through a verdict
`
`against the weight of the evidence, an excessive damage award, or legal errors at trial,
`
`resulted in a miscarriage of justice. Gray v. Bicknell, 86 F.3d 1472, 1480 (8th Cir. 1996).
`
`Importantly, the legal standards for setting aside a jury verdict under Rule 50(b), as
`
`discussed above, are more restrictive than––and “thoroughly differ” from––the standards
`
`applied to a new trial motion under Rule 59. White v. Pence, 961 F.2d 776, 779 (8th Cir.
`
`1992). The Eighth Circuit has explained those differences and reconciled the sometimes-
`
`confusing language used to describe the metes and bounds of the trial court’s discretion
`
`as follows:
`
`In determining whether a verdict is against the weight of the evidence, the
`trial court can rely on its own reading of the evidence—it can weigh the
`evidence, disbelieve witnesses, and grant a new trial even where there is
`substantial evidence to sustain the verdict. . . . [Our] cases establish the
`fundamental procedures or methodology to be applied by the district court
`in considering new trial motions and are in contrast to those procedures
`governing [Rule 50(b)] motions.
`. . .
`
`
`
`16
`
`

`

`Case 5:22-cv-05059-TLB Document 512 Filed 03/31/25 Page 17 of 46 PageID #:
`32231
`
`Although the cases are not consistent in usage, some cases using the
`phrase “clear weight” and others using the phrase “overwhelming weight”
`or “overwhelming evidence,” it seems clear that the jury's verdict must at
`least be against the great weight of the evidence before a new trial may be
`granted. Otherwise, . . . it would destroy the role of the jury as the principal
`trier of the facts, and would enable the trial judge to disregard the jury's
`verdict at will. . . .
`Regardless of the rhetoric used the true standard for granting a new trial on
`the basis of the weight of the evidence is simply one which measures the
`result in terms of whether a miscarriage of justice has occurred. When
`through judicial balancing the trial court determines that the first trial has
`resulted in a miscarriage of justice, the court may order a new trial,
`otherwise not.
`. . . .
`The district court’s discretion is not boundless, however. The district court
`is not free to reweigh the evidence and set aside the jury verdict merely
`because the jury could have drawn different inferences or conclusions or
`because judges feel that other results are more reasonable. . . . [T]he trial
`judge may not usurp the functions of a jury . . . [which] weighs the evidence
`and credibility of witnesses.
`. . . .
`[I]n ruling on a motion for new trial, the district court must state its reasons
`for concluding that the verdict is against the great weight of the
`evidence. . . . The clear and careful articulation of reasons is necessary, . . .
`so that this court can exercise a closer degree of scrutiny and
`supervision . . . in order to protect the litigants’ right to a jury trial . . . .
`We have recognized . . . that the authority to gr