ORDER In this breach of contract action, Plaintiff Mindspirit, LLC claims that Defendant Evalueserve Ltd. violated an agreement to issue 480,000 stock options to Mindspirit. As an affirmative defense, Evalueserve has argued that the parties orally amended their contract such that the options would be issued to non-parties Rajat Gupta and Anil Kumar instead of Mindspirit. (Answer (Dkt. No. 47) at 10 6; Second Proposed Jury Instructions (Dkt. No. 125) at 10)) As an alternative affirmative defense, Evalueserve has argued that Mindspirit is estopped from claiming breach of contract because Evalueserve reasonably relied on Gupta’s request to transfer Mindspirit’s stock options to Gupta and Kumar. (Answer (Dkt. No. 47) at 11 8; Second Proposed Jury Instructions (Dkt. No. 125) at 9)) The case proceeded to trial on October 2, 2019. At the close of the evidence, the Court ruled that no reasonable juror could find for Evalueserve on either affirmative defense. (Tr. 1191-1203)1 Accordingly, the Court did not instruct the jury on Evalueserve’s oral amendment and estoppel defenses. (Tr. 1201-03) The jury returned a verdict in favor of Mindspirit, finding Evalueserve liable for breach of contract. (Verdict (Dkt. No. 153)) On October 24, 2019, the Court entered judgment in favor of Mindspirit in the amount of $7,480,457.29. (Judgment (Dkt. No. 155)) On November 21, 2019, Evalueserve moved for a new trial pursuant to Fed. R. Civ. P. 59(a)(1)(A). (Def. Br. (Dkt. No. 158)) Evalueserve argues that it is entitled to a new trial because: 1. The court erred in holding that no reasonable jury could find that stock options were issued to Gupta and Kumar. 2. Because a reasonable jury could have found that Evalueserve issued stock options to Kumar and Gupta, the court erred in not instructing the jury on the affirmative defenses of oral amendment and estoppel. 3. Evalueserve was prejudiced by the court’s failure to instruct the jury on estoppel and oral amendment. (Id. at 5-12) For the reasons stated below, Evalueserve’s new trial motion will be denied. BACKGROUND I. PROCEDURAL HISTORY The Complaint was filed on August 3, 2015. (Cmplt. (Dkt. No. 1)) On February 23, 2016, Evalueserve moved to dismiss. (Dkt. No. 22) In a September 24, 2016 order (Dkt. No. 45), the Court granted Evalueserve’s motion to dismiss as to all of Mindspirit’s claims, except for breach of contract and unjust enrichment. On July 14, 2017, Evaluserve moved for summary judgment on Mindspirit’s remaining claims. (Dkt No. 73) In a September 30, 2018 Memorandum Opinion & Order (Dkt. No. 90), this Court granted Evalueserve summary judgment on Mindspirit’s unjust enrichment claim. Evalueserve’s summary judgment motion was otherwise denied.2 Mindspirit’s breach of contract claim — its sole surviving claim — proceeded to trial on October 2, 2019. (Tr. (Dkt. No. 139)) In its proposed jury instructions, Evalueserve asked the Court to charge the jury on Evalueserve’s affirmative defenses of oral amendment and estoppel. (Proposed Jury Instructions (Dkt. No. 102) at 77-78; Second Proposed Jury Instructions (Dkt. No. 125) at 9-10) Mindspirit argued that the Court “should not instruct the jury on the law of oral modifications and should bar [Evalueserve] from arguing that such modifications took place.” (Pltf. Pretrial Br. (Dkt. No. 103) at 15) Mindspirit also argued that Evalueserve’s “estoppel defense [was] merely a recharacterization of its…oral modification defense,” and that therefore “any instruction or argument concerning estoppel should be precluded.”3 (Id. at 18-19) The Court did not rule on Evalueserve’s affirmative defenses of oral amendment and estoppel — and the propriety of jury instructions concerning these affirmative defenses — until the close of the evidence. (Tr. 1191-1203) II. THE EVIDENCE AT TRIAL4 In 2001, Marc Vollenweider and Alok Aggarwal approached Rajat Gupta about becoming an angel investor in Evalueserve, an India-based start-up company that Vollenweider and Aggarwal co-founded. (Tr. 357-58 (R. Gupta)) Evalueserve was modeled after McKinsey & Company, a leading management consulting firm where Vollenweider had come to know Gupta, who was then McKinsey’s Managing Director. (Tr. 344, 358 (R. Gupta)) Vollenweider and Aggarwal asked Gupta for a $100,000 investment, and Gupta agreed. (Tr. 358 (R. Gupta)) Anil Kumar, who had worked with Gupta and Vollenweider at McKinsey, also offered to invest in the start-up. (Tr. 359 (R. Gupta); Tr. 329-30 (M. Kumar)) Evalueserve wanted to limit the number of outside investors, however, and rejected Kumar’s offer. (Tr. 359 (R. Gupta)) Kumar then asked Gupta if he could participate in Gupta’s $100,000 investment by contributing $25,000. (Tr. 359-60 (R. Gupta)) Gupta and Evalueserve agreed to that arrangement. (Tr. 360 (R. Gupta)) Mindspirit was created to facilitate Gupta and Kumar’s joint investment in Evalueserve. (Tr. 359 (R. Gupta)) Mindspirit had two owners: Rosewood Partners held a 75 percent share in Mindspirit, and Malvika Kumar — Kumar’s wife — held a 25 percent share. (Tr. 329 (M. Kumar), 359-60, 385 (R. Gupta)) Rosewood Partners was a “family partnership” owned by Gupta’s children. (Tr. 340-41 (R. Gupta)) Accordingly, neither Gupta nor Kumar held a direct ownership stake in Mindspirit. (Tr. 385 (R. Gupta)) In April 2001, Mindspirit and Evalueserve agreed that Mindspirit would invest $100,000 in Evalueserve in exchange for 180,000 shares of Evalueserve stock and 480,000 stock options. (PX 1 (Stock Option Grant Notice), PX 2 (Schedule A to Securities Purchase Agreement); Tr. 340 (R. Gupta)) The parties’ agreement is reflected in a Stock Option Grant Notice, Stock Option Agreement, Equity Incentive Plan, and Securities Purchase Agreement. (PX 1, PX 2) As part of the agreement, Gupta agreed to “open doors” for Evalueserve and to “help,” “guide,” and “advise” the start-up, including by providing “references” and “introductions” for the new company. (Tr. 877-78, 895 (Aggarwal)) In April 2001, Evalueserve issued a Stock Option Grant Notice and Stock Option Agreement to Mindspirit that addressed, inter alia, (1) the vesting of the Evalueserve stock options; (2) the number of stock options Mindspirit would receive and the exercise price; (3) the method of payment; (4) whether Mindspirit could “exercise [its] Option only for whole shares of Common Stock”; (5) securities law compliance; (6) the term of the options; (7) how the options were to be exercised; and (8) the transferability of the options. (PX 1 (Stock Option Grant Notice and Stock Option Agreement)) The Equity Incentive Plan annexed to the Stock Option Grant Notice provides that any amendments to the stock option award must be in writing: Amendment of Option Awards. [Evalueserve's] Board at any time, and from time to time, may amend the terms of any one or more Option Awards; provided, however, that under the rights under any Option Award shall not be impaired by any such amendment unless (i) [Evalueserve] requests the consent of the Participant and (ii) the Participant consents in writing. (PX 1 (Equity Incentive Plan attachment to Stock Option Grant Notice) at DEF0000039; Tr. 1018 (Aggarwal) (testifying that Mindspirit was the “Participant” referenced in the Equity Incentive Plan)) Aggarwal — Evalueserve’s chairman at all relevant times (Tr. 937, 952, 960 (Aggarwal)) — testified that, during a September 2001 telephone call, Gupta asked that Mindspirit’s 480,000 options be recorded in the names of Gupta and Anil Kumar instead of in Mindspirit’s name, and that Aggarwal agreed to make that change. (Tr. 899 (Aggarwal)) According to Aggarwal, Gupta asked that 360,000 options be issued to Gupta and 120,000 to Anil Kumar. (Id.) Gupta, by contrast, testified that he never asked Aggarwal or anyone else at Evalueserve to transfer Mindspirit’s options to himself and Kumar. (Tr. 341, 366, 373 (R. Gupta)) According to Gupta, “Rosewood was created as a family partnership so [he] could pass on some investments and assets to [his] children,” and investments in Rosewood were “a one-way street.” (Id.) Gupta made “many, many investments” in the name of Rosewood and never once had the investments “changed from Rosewood to [his] own personal name.” (Id.) A November 7, 2001 Evalueserve board resolution (the “Board Resolution”) received in evidence states that 360,000 Evalueserve stock options will be issued to Gupta and 120,000 Evalueserve stock options will be issued to Kumar. (PX 19 (Board Resolution)) The Board Resolution makes no mention of Mindspirit. (Id.; Tr. 906 (Aggarwal)) The Board Resolution lists the number of the options granted, the strike price, the vesting schedule, and the expiration date. (PX 19 (Board Resolution)) It does not address other matters set forth in the Stock Option Grant Notice and Stock Option Agreement, including the method of payment; whether Mindspirit could “exercise [its] Option only for whole shares of Common Stock”; securities law compliance; how the options were to be exercised; and the transferability of the options. (PX 1 (Stock Option Grant Notice and Stock Option Agreement); PX 19 (Board Resolution)) At trial, the parties stipulated that Evalueserve did not deliver copies of the Board Resolution to Mindspirit, Gupta, the Kumars, or Rosewood at any time prior to this litigation. (PX 85
12-13) (“Evalueserve did not deliver copies of its Board Resolution[] dated November 7, 2001…to Mindspirit[,]…Rajat Gupta, Anil Kumar, Malvika Kumar, or Rosewood Partners prior to this litigation.”). Aggarwal testified that Evalueserve followed a multi-step process when issuing stock options. The first step in the process was for Evalueserve to send a stock option grant notice to the prospective option holder. The option holder would then sign the stock option grant notice and return it to Evalueserve. Only after this exchange would the Evalueserve board pass a resolution granting the stock option. At trial, Chairman Aggarwal described the process as follows: Let me explain the process, how it went at least during the first ten years. We would issue a particular stock option notice…. Then we would expect the person who was receiving it would sign it and send it back to us. We would then pass a board resolution that these options have been granted. (Tr. 898 (Aggarwal)) Later in his testimony, Aggarwal described the stock option grant process in a similar fashion: Typically, this particular kind of a grant notice would be sent out to the option holder. At that particular point time that particular grant would be entered in what we used to call an options register which was an option spreadsheet. It was basically an Excel spreadsheet. At that particular point after that we would receive the option holder to sign it. Then we would pass a board resolution…. (Tr. 974-75 (Aggarwal); see also Tr. at 978-79 (Aggarwal)) Aggarwal also testified that every Evalueserve option holder received a stock option grant notice: THE COURT: With respect to this document that we’re looking at, Plaintiff’s Exhibit One, the stock option grant notice, does every recipient of options from Evalueserve get a grant notice similar to the one we’re looking at? THE WITNESS: Yes, at least during the period I was there. (Tr. 893 (Aggarwal)) Aggarwal admitted that these steps had not been followed with respect to the Evalueserve stock options he claimed had been issued to Gupta and Kumar. (Tr. 906-07, 978-79 (Aggarwal)) Indeed, at trial the parties stipulated that “Evalueserve has no evidence that a Stock Option Grant Notice reflecting Rajat Gupta [or]…Anil Kumar as an option holder for Evalueserve options ever existed.” (PX 85
