Centrix Hr, LLC v. ON-SITE STAFF MANAGEMENT, INC., d/b/a Centrix Staffing

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 10-3058
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CENTRIX HR, LLC,
Appellant
v.
ON-SITE STAFF MANAGEMENT, INC., d/b/a Centrix Staffing;
CENTRIX HR LOGISTICS, INC.; WILLIAM BLACK
_______________________
On Appeal from the United States District Court
for the Eastern District of Pennsylvania
D.C. Civil Action No. 2-04-cv-05660
(Honorable Thomas J. Rueter)
______________
Submitted Pursuant to Third Circuit LAR 34.1(a)
May 23, 2011
Before: McKEE, Chief Judge, SCIRICA and GARTH, Circuit Judges.
(Filed: June 23, 2011)
_________________
OPINION OF THE COURT
_________________
SCIRICA, Circuit Judge.
On March 25, 2008, the United States Magistrate Judge found Centrix HR, LLC
(HR) liable to Centrix HR Logistics, Inc. (Logistics) for $1,603,673 in damages for fees

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owed under a contract.1
I.
We remanded for clarification of the award based on
discrepancies in the amount of damages sought by Logistics. On remand, the court
reaffirmed Logistics’s damages award. On appeal, HR contends the court ignored our
mandate. We will affirm.
Because we write only for the parties, we recite only those facts relevant to the
issues raised on this second appeal.2
On appeal to this court, HR contended the court clearly erred in awarding the
counterclaim damages to Logistics. Both companies’ books showed HR owed Logistics
approximately $1.6 million. However, Logistics’s accounting expert, Charles Lunden,
presented two exhibits describing different “net amount[s] due [Logistics].” While
Exhibit B cited the $1.6 million figure, Exhibit A listed a lower amount of $505,965.
Furthermore, Logistics’s brief stated both sums as the correct amount of damages owed
On May 15, 2002, HR and Logistics entered into a
Licensing Agreement. In 2004, HR sued Logistics on a number of grounds, including
breach of contract. Logistics counterclaimed for fees owed to Logistics by HR. Following
a three-day bench trial, the court found Logistics liable to HR for $865,999.36. However,
the court found in Logistics’s favor on the counterclaim, awarding $1,603,673 in
damages based on the finding that HR’s books showed a net due Logistics of that
amount. After offsetting the awards, the court ordered HR to pay Logistics $737,673.70
in damages.
1 The parties consented to jurisdiction by Magistrate Judge.

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by HR to Logistics, and Logistics’s counsel told the court, “[M]y client is out a half of a
million bucks.” Due to “the [apparent] contradictions . . . , the inadequate explanation by
the parties and the [court] of those contradictions, and the somewhat haphazard portions
of the record presented to us on appeal, we [were] unable to determine that the [court]’s
award . . . was clearly erroneous—or that it was not.” Accordingly, “we [remanded] this
issue to the [court] for clarification or recalculation of that award.”
At the remand hearing, only Lunden testified. He explained his Exhibit A was “a
worst case analysis, making assumptions in the most favorable light possible to [HR] as
to what the amount of damages were” based on offsets resolved in Logistics’s favor at the
original hearing by the court. Lunden further explained his Exhibit B figure of $1.6
million was “an analysis of what the books of original entry show[ed] as of August 31,
2003, as the net intercompany balances between the two different entities.” Lunden
indicated HR’s own expert report showed HR owed Logistics approximately $1.8 million
in “licensing [fees] and commissions payable” as of December 31, 2003, with the
discrepancy resulting from additional fees and commissions that had accrued during the
intervening four months. Satisfied with these explanations, the court reaffirmed the
original counterclaim award. HR timely appealed.3
II.
On appeal, HR contends the court ignored the scope of our mandate by permitting
2 For a more detailed factual record, see Centrix HR v. On-Site Staff Mgmt., 349 Fed.
Appx. 769 (3d Cir. 2009).
3 The District Court had jurisdiction under 28 U.S.C. §§ 1331 and 1367(a). We have
jurisdiction under 28 U.S.C. § 1291.

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Logistics to retry the issue of counterclaim damages on a new theory.4 HR maintains the
mandate “was to determine what counterclaim was actually presented [by Logistics] at
trial.” The record does not support this conclusion. At trial, the court awarded Logistics
counterclaim damages for “a net due to Logistics for fees of $1,603,673.” We remanded
to clarify an apparent conflict between two exhibits reflecting two different net amounts
due. The court permitted discovery and heard evidence pertaining to this issue,
concluding Lunden’s Exhibit B accurately reflected the amount HR owed Logistics. The
court did not accept a new theory of Logistics’s case, but resolved the discrepancy we
identified and remanded for “clarification or recalculation.”5
III.
For the foregoing reasons, we will affirm the court’s judgment.
4 “[W]hether the district court properly interpreted and applied . . . our [remand] mandate
. . . [is an] issue . . . of law, subject to plenary review[.] . . . A trial court must implement
both the letter and spirit of the mandate, taking into account the appellate court’s opinion
and the circumstances it embraces.” Kilbarr Corp. v. Business Systems Inc., 990 F.2d 83,
87-88 (3d Cir. 1993) (internal quotation marks omitted). “From the proposition that a trial
court must adhere to the decision and mandate of an appellate court there follows the
long-settled corollary that upon remand, it may consider, as a matter of first impression,
those issues not expressly or implicitly disposed of by the appellate decision.” Bankers
Trust Co. v. Bethlehem Steel Corp., 761 F.2d 943, 950 (3d Cir. 1985).
5 HR presents several additional issues on appeal, contending the court should have
granted HR’s requests for additional discovery to respond properly to Logistics’s new
theory, and there was insufficient evidence to connect Logistics’s damage award to any
breach by HR. Because we hold the court did not entertain any new theory supporting
HR’s damage award, we conclude the court did not abuse its discretion by denying
discovery to respond to any new theory. Furthermore, the court properly did not
reconsider the sufficiency of the evidence connecting HR’s breach with Logistics’s
damages, as this question was not at issue on remand.

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