Whole Foods Market Group, Inc. v. Wical Limited Partnership

Citation: Not availableDocket: Civil Action No. 2017-1079

Court: District Court, District of Columbia; October 24, 2019; Federal District Court

Original Court Document: View Document

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Wical Limited Partnership has moved to strike several damages claims from Whole Foods Market Group, Inc., including costs for repairs and improvements, lost profits, employee loss, harm to goodwill, future leasehold value, relocation expenses, and disgorgement for unjust enrichment. The Court has denied Wical's motion to strike these claims. 

Under District of Columbia law, a plaintiff must demonstrate both the fact of damage and a reasonable estimate. While damages do not need to be proven with mathematical certainty, there must be a reasonable basis for estimating them. The Federal Rules of Civil Procedure require parties to provide calculations for each category of claimed damages and to make supporting documents available. Failure to comply can result in the exclusion of that information unless justified.

The Court emphasized that striking damages claims at this stage is generally discouraged, citing the precedent that it is premature to determine damages before trial. Proof of damages can rely on both direct evidence and inferential considerations, especially in ongoing damage situations. The Court's ruling does not imply that Whole Foods will ultimately succeed in recovering damages, as all claims hinge on the outcome of the merits of the case. Whole Foods must still prove its entitlement to each category of damages.

Wical presented four main arguments against Whole Foods' damages claims, which the Court will address sequentially.

Wical's argument to bar all of Whole Foods' consequential damage claims, including costs for repairs, lost profits, employee loss, harm to goodwill, future leasehold value, and relocation expenses, is found incorrect. Wical asserts that Whole Foods cannot recover these damages due to its alleged failure to continuously operate the store; however, this assertion hinges on whether Whole Foods' store closure was justified under the force majeure clause. The Court's prior memorandum opinion denied both parties' motions for summary judgment, indicating that a determination of which party first materially breached the lease must occur before addressing the recoverability of damages. If Whole Foods is found to have breached first, it will lose on the merits, making damages irrelevant. Conversely, if Wical is found to have breached first, Whole Foods may recover its consequential damages, contingent on the evidence presented.

Additionally, Wical's claim that Whole Foods failed to provide proper computations for its damage claims is also incorrect. Whole Foods submitted adequate documentation for its claims regarding employee losses, goodwill harm, future leasehold value, relocation expenses, and disgorgement. Evidence includes emails and spreadsheets detailing the job losses of approximately 150 employees at the Georgetown store, as well as community reactions documented in newspaper articles. The future leasehold value claim relates to Whole Foods being deprived of potential benefits at the end of the current lease. Calculating future relocation expenses is premature as the store has not yet moved. Whole Foods' disgorgement claim seeks repayment of amounts Wical allegedly wrongfully received, evidenced by Whole Foods’ consistent rent payments into the Court’s escrow. If Whole Foods prevails, Wical retains the right to contest the analyses and calculations provided by Whole Foods, but the documentation submitted is sufficient to withstand a motion to strike.

Wical's argument to strike Whole Foods' lost profits claim is rejected by the Court. Wical contends that Whole Foods failed to disclose an expert witness and did not provide sufficient documentation for its claimed $4,862,480 in lost profits. The Court clarifies that while expert testimony can be beneficial, it is not mandatory for every lost profits claim. The requirement for an expert is only necessary when the subject matter exceeds the understanding of an average layperson. Citing precedent, the Court notes that Whole Foods can substantiate its claim through other means, and its failure to disclose an expert does not bar the claim.

Whole Foods has presented sufficient evidence, including potential witness names and various documents such as spreadsheets detailing lost profits calculations and profit/loss statements from prior years. Although the absence of an expert may affect the strength of its case, it does not warrant striking the claim at this stage of litigation. 

Regarding Wical's claim that Whole Foods inadequately supported its claims for costs of repairs and improvements, the Court finds this assertion incorrect. Whole Foods provided adequate evidence, including emails, spreadsheets, and vendor invoices related to repair costs. While Whole Foods may not prevail on this claim, it is premature to strike it.

Consequently, the Court denies Wical Limited Partnership's Motion to Strike Whole Foods' Damages Claims.