I. PROCEDURAL HISTORY

On November 1, 2018, Wagstaff filed its Complaint seeking a declaratory judgment regarding attorney's fees in relation to a wrongful death lawsuit initiated in a multi-district litigation case in the Northern District of Ohio and later transferred to its district of origin, the District of Arizona, for trial, captioned Allen v. American Capital Limited, et al., Case No. 2:16-cv-02876-JAT (“Allen lawsuit”). (Doc. # 1). Wagstaff pleaded that subject matter jurisdiction was proper in this Court pursuant to diversity jurisdiction and sought declaratory judgment on the following issues:

(Id.).

Lewis, then proceeding pro se, filed his Answer and Counterclaim on November 26, 2018. (Doc. # 4). In response, Wagstaff filed a Motion to Dismiss Defendant's Counterclaim and a Motion for Summary Judgment. (Docs. ## 9, 11). Thereafter, Lewis, still proceeding pro se, filed an Amended Answer and Counterclaims, including a counterclaim under the theory of quantum meruit, and a Motion for Order Dismissing Plaintiff's Motions as Moot. (Docs. ## 13, 14). Wagstaff then filed a Motion to Dismiss Defendant's Amended Counterclaims. (Doc. # 17). After this flurry of filings, the Court issued an Order denying the Motion to Dismiss Defendant's Counterclaim as moot; granting in part and denying in part Lewis's Motion for Order Dismissing Plaintiff's Motions as Moot; and ordering Lewis to show cause why Wagstaff's Motion for Summary Judgment should not be granted. (Doc. # 20).

*2 Counsel for Lewis appeared on January 10, 2019. (Doc. # 21). Seven days later, Lewis filed a Motion to Dismiss for lack of jurisdiction, arguing that the Court lacked subject matter jurisdiction because there was not complete diversity of the parties, and moved to stay the case pending resolution of the jurisdictional issues. (Docs. ## 25, 27). The Court subsequently stayed the case to determine if jurisdiction existed and referred the jurisdictional issue to a magistrate judge for hearing. (Doc. # 30).

On February 7, 2019, the late Honorable Magistrate Judge Matt J. Whitworth presided over an evidentiary hearing regarding the domicile of Lewis at the time the case had been filed. (Doc. # 38). The parties presented testimony from witnesses and various exhibits. (Doc. # 39). Based on the record developed at the hearing, the Court determined it had subject matter jurisdiction over the case and ordered Lewis to respond to Wagstaff's Motion for Summary Judgment and Motion to Dismiss Defendant's Amended Counterclaims. (Doc. # 42). The stay was also lifted. (Id.).

Lewis then filed a Notice of Voluntary Dismissal, or in the alternative, Motion for Leave to Dismiss Counterclaims without Prejudice, and Motion for Leave to File Second Amended Pleading. (Docs. ## 43, 45). Over the course of the next month, the parties submitted their briefs on all outstanding issues and Lewis filed a Motion for Leave to File Sur-reply on the Motion to Dismiss Defendant's Amended Counterclaims. (Docs. ## 44, 46, 48-55). On May 7, 2019, the Court determined Lewis could not voluntarily dismiss his counterclaims without leave of Court and denied Lewis's alternative Motion for Leave to Dismiss Counterclaims without Prejudice. (Doc. # 57, pp. 4-6). The Court also denied his Motion for Leave to File Second Amended Pleading because, in part, Lewis was attempting to state his quantum meruit counterclaim as an affirmative defense. (Id. at pp. 6-8). However, in that same Order, the Court granted Wagstaff's Motion to Dismiss Defendant's Amended Counterclaims, including the quantum meruit counterclaim. (Id.). The next day, the Court denied Wagstaff's first Motion for Summary Judgment as premature. (Doc. # 58).

Discovery finally commenced. After a few months of discovery, Wagstaff filed its second Motion for Summary Judgment on July 22, 2019. (Doc. # 70). Four days later, Lewis filed his second Motion for Leave to File Second Amended Pleading. (Doc. # 77). Then on September 10, 2019, Lewis filed his Motion for Discretionary Dismissal Without Prejudice. (Doc. # 93). On October 24, 2019, the Court granted in part and denied in part Wagstaff's second Motion for Summary Judgment and denied Lewis's second motion for leave to amend and motion to dismiss. (Doc. # 97). In denying Lewis's motion to dismiss, the Court noted abstention was not warranted because there was no parallel state action and the six factors set forth in Scottsdale Insurance Company v. Detco Industries, Incorporated, 426 F.3d 994 (8th Cir. 2005), weighed in favor of hearing the case. (Id. at pp. 6-8). In denying Lewis's motion for leave to amend, the Court noted that Lewis was once again attempting to disguise a quantum meruit counterclaim as an affirmative defense. (Id. at pp. 8-10). The ruling on the second Motion for Summary Judgment narrowed the issues remaining in the case to whether Lewis is entitled to some compensation for work he did on the Allen lawsuit at Wagstaff's behest after Ms. Allen retained Wagstaff and, if so, the amount and value of such work. (Id. at p. 13). As the Court later explained in a subsequent Order, the ruling on the second summary judgment motion effectively reconsidered and partially reinstated Lewis's quantum meruit counterclaim. (See Doc. # 124, p. 7).

*3 Thereafter, the parties sought an extension of certain deadlines. (Docs. ## 100, 103, 107). In the briefing of the motion to extend, it became apparent the parties did not agree on the scope of the remaining issues. (Doc. # 109, pp. 3-5). In the Order extending deadlines dated December 11, 2019, the Court reiterated that “the only remaining issues are (1) whether Defendant did any work on the Allen lawsuit at Plaintiff's behest and (2) if so, the amount and value of such work.” (Id. at p. 5).

On December 12, 2019, the Court held a telephone conference with the parties during which Lewis continued to express some confusion regarding the scope of the remaining issues. (Doc. # 112). In response to those concerns, the Court defined “behest” as “request,” otherwise reaffirmed its analysis of the remaining issues in the December 11, 2019 Order, and verbally issued a protective order requiring discovery, whether a 30(b)(6) deposition or otherwise, be limited to the remaining issues: (1) whether Lewis did any work on the Allen lawsuit at Wagstaff's request, and (2) if so, the amount and value of such work. (Id.).

Despite the protective order, Lewis persisted in seeking discovery on issues resolved by prior orders during the deposition of Jonathan Kieffer, Wagstaff's designated 30(b)(6) witness. (Doc. # 119-2; Doc. # 124, pp. 3-4). As a result, Wagstaff filed its Motion for Further Protective Order and Other Relief. (Doc. # 118). In the Order dated May 11, 2020, the Court again reiterated the remaining issues and the scope of discovery allowed. (Doc. # 124, pp. 6-10). The Court concluded Lewis and his counsel had violated the December 12, 2019 protective order by repeatedly questioning the 30(b)(6) deponent about prohibited topics and that Wagstaff's counsel had improperly instructed the 30(b)(6) deponent to not answer certain questions. (Id. at pp. 7-12). The Court found that Lewis, his counsel, Wagstaff, and its counsel had all engaged in sanctionable conduct. (Id.). In an effort to ensure the parties adhered to the protective order and to prevent further discovery abuses, the Court appointed a special master to preside over the continuation of Kieffer's deposition. (Id. at pp. 14-15). The Court ordered the parties to pay for the special master's fees and expenses as sanctions, with Lewis paying two-thirds and Wagstaff the remainder. (Id.).

Wagstaff then filed a Daubert Motion (Doc. # 132) and a third Motion for Summary Judgment (Doc. # 134) and Lewis filed a Motion for Reconsideration of the Order denying his Motion for Discretionary Dismissal. (Doc. # 147). In his response to the third summary judgment motion, Lewis abandoned his quantum meruit counterclaim because he wished to pursue it elsewhere. (Doc. # 144, pp. 33-34). In the Order dated October 29, 2020, the Court denied Lewis's Motion for Reconsideration and denied Wagstaff's Daubert Motion and third Motion for Summary Judgment as moot because Lewis had abandoned his quantum meruit counterclaim, which the Court dismissed with prejudice. (Doc. # 153). The pending motions followed.

II. MOTION TO SET ASIDE ENTRY OF SANCTIONS (Doc. # 155)

Wagstaff moves for the Court to set aside the entry of sanctions against it and its counsel in the May 11, 2020 Order. (Doc. # 155). Wagstaff does not seek to alter the requirement that it pay a portion of the special master's fees and expenses. (Id.). Lewis does not oppose this Motion and requests that the sanctions entered against him and his counsel also be set aside and that the cost of the special master be apportioned equally between the parties. (Doc. # 158). Wagstaff's Motion is well-taken and supported by persuasive authority. Thus, the Court sets aside the portions of the Order that sanctioned Wagstaff and its counsel and the Court's statements that counsel's objections involved a “fundamental misunderstanding of the extent of information protected by the doctrine and privilege” and that there was “violations of hornbook law of which every practicing attorney should be well aware.”

*4 Lewis's request to set aside sanctions against him and his counsel and reapportion the cost of the special master is more nuanced. Sanctions against Lewis and his counsel were based on the violation of a protective order. That protective order was issued due to Lewis continuing to seek discovery on resolved matters, which had been addressed by the Court on multiple occasions. When issuing the protective order, the Court cautioned the parties that a violation could result in sanctions. (Doc. # 112, p. 13). Despite this, Lewis and his counsel inquired into prohibited topics at the 30(b)(6) deposition and persisted in this line of questions in the face of repeated objections by Wagstaff's counsel. As the Court noted in the sanctions order, the most prudent course of action would have been to terminate the deposition and seek further guidance from the Court when it became apparent the parties still disagreed about the scope of discovery. However, neither party did this for six-and one-half hours.

Lewis maintains that he and his counsel had a good-faith belief that their questions during the 30(b)(6) deposition were within the bounds of the protective order. (Doc. # 158). Wagstaff does not challenge this contention. (Doc. # 162). Nor does it argue against sanctions against Lewis and his counsel being set aside. (Id.). However, Wagstaff does argue that the Court appropriately split special master's costs. (Id.). In light of the parties' positions, the Court sets aside the portions of the May 11, 2020 Order that sanctioned Lewis and his counsel but leaves in place the apportioned costs of the special master.

III. MOTION TO ALTER/AMEND JUDGMENT AND FOR RELIEF FROM JUDGMENT (Doc. # 159)

A. Legal Standard

Federal Rule of Civil Procedure 59(e) permits an aggrieved party to file a motion to alter or amend a judgment. Although the language of the rule is broad, it is well-settled that “Rule 59(e) motions serve the limited function of correcting ‘manifest errors of law or fact or to present newly discovered evidence.’ ” United States v. Metro. St. Louis Sewer Dist., 440 F.3d 930, 933 (8th Cir. 2006) (quoting Innovative Home Health Care v. P.T.-O.T. Assocs. of the Black Hills, 141 F.3d 1284, 1286 (8th Cir. 1998)). “Such motions cannot be used to introduce new evidence, tender new legal theories, or raise arguments which could have been offered or raised prior to entry of judgment.” Williams v. Decker, 767 F.3d 734, 741 n.2 (8th Cir. 2014).

Similarly, under Rule 60(b) of the Federal Rules of Civil Procedure, a court may grant a party relief from a judgment if the opposing party engaged in fraud, misrepresentation, or misconduct. The moving party must show “ ‘exceptional circumstances’ warranting ‘extraordinary relief.’ ” United States v. Mask of Ka-Nefer-Nefer, 752 F.3d 737, 743 (8th Cir. 2014) (quoting United States v. Young, 806 F.2d 805, 806 (8th Cir. 1986)). “ ‘Rule 60(b) was not intended as a substitute for a direct appeal from an erroneous judgment.’ ” Id. (quoting Spinar v. S.D. Bd. of Regents, 796 F.2d 1060, 1062 (8th Cir. 1986)). Nor is it “a vehicle for simple reargument on the merits.” Broadway v. Norris¸193 F.3d 987, 990 (8th Cir. 1999).

B. Analysis

Lewis asks the Court to alter or amend its judgment so that (1) Wagstaff is not judicially declared non-liable to Lewis; (2) Lewis is not barred by the judgment or by res judicata from recovery against Wagstaff for attorney fees from the Allen lawsuit; (3) to make clear that the judgment in this action does not rule on the issue of Wagstaff's responsibility to compensate Lewis for any attorney's fee in relation to the Allen lawsuit. (Doc. # 159, ¶ 4). Lewis also requests that the Court grant him relief from the Court's dismissal of his counterclaims because Wagstaff's misrepresentation and misconduct should have been applied to the Court's prior rulings. (Id. at ¶ 5). Lewis has not established that the Court's prior order contains manifest errors of law or fact; nor has he presented newly discovered evidence. Further, Lewis has not shown exceptional circumstances and is not entitled to extraordinary relief from the dismissal of his counterclaims because his argument simply rehashes points the Court has addressed and previously reconsidered, and then he abandoned.

1. Motion to Alter/Amend Judgment

*5 The six issues on which Wagstaff sought declaratory judgment were: (a) whether the Lewis/Allen contingent fee agreement was enforceable; (b) whether the Lewis/Allen contingent fee agreement was void against public policy; (c) whether Ms. Allen terminated Lewis for cause before any settlement was made; (d) whether Lewis was entitled to any attorney's fee in relation to the Allen lawsuit; (e) whether Plaintiff is responsible for compensating Lewis for any attorney's fee in relation to the Allen lawsuit; and (f) the amount of the attorney's fee, if any, Lewis is entitled to in relation to the Allen lawsuit. (Doc. # 1). Lewis counterclaimed, seeking a declaratory judgment “as to the amount of fees and expenses he is entitled to receive ... and a further declaration that [Ms. Allen] is not responsible for the payment of those fees and expenses, but rather [Plaintiff], and only [Plaintiff] is responsible for payment of those fees and expenses from the remaining portion of the settlement funds which [is is] holding” under the theories of charging lien, common fund, and/or quantum meruit. (Doc. # 13). Lewis also sought actual and punitive damages for defamation and tortious interference with contract. (Id.). The Court has ruled on each issue in this case.

On Wagstaff's requests for declaratory judgment, the Court found that the Lewis/Allen contingent fee agreement was not enforceable because it was void against public policy, answering Wagstaff's first two requests. (Doc. # 57, p. 13). Because the agreement between Lewis and Allen was void ab initio, Wagstaff's third request—whether Lewis was terminated for cause—was mooted, as the Court recognized during the December 12, 2019 telephone conference. (Doc. # 112, 9:11-14).

Wagstaff's fourth and fifth request encompass the same issue: whether Wagstaff owes any money to Lewis in relation to the Allen lawsuit. The Court has held that there is no contract or agreement that entitled Lewis to any attorney's fee in relation to the Allen lawsuit, either as a party to or a third-party beneficiary of an agreement. (Doc. # 97, pp. 11-12). However, the Court also held that “Lewis may be entitled to some compensation in quantum meruit for the purported work he did on the Allen lawsuit at Wagstaff's behest.” (Id. at p. 13). The Court later noted that Lewis bore the burden of proving (1) what, if any, work he did on the Allen lawsuit at Wagstaff's behest and (2) the amount and value of such work, because these issues sound in quantum meruit. (Doc. # 109, p. 5). Thus, the answer to the fourth and fifth requests is that Lewis is entitled to compensation in quantum meruit for work he did on the Allen lawsuit at Wagstaff's behest or request to the extent he proves the amount and value of such work.

Because Wagstaff denied Lewis did any work at its behest and Lewis presented no evidence contradicting Wagstaff's position and effectively abandoned his quantum meruit counterclaim, the answer to Wagstaff's last request, which mirrors Lewis's quantum meruit counterclaim, is zero. (Doc. # 153, pp. 10-11). To the extent prior orders did not answer Wagstaff's last request, the Court amends its judgment to reflect such answer.

Turning to Lewis's counterclaims, the Court dismissed each of them on the merits in its Order dated May 7, 2019. (Doc. # 57, pp. 9-13). Thus, the counterclaims were dismissed with prejudice despite Lewis's multiple attempts to have them dismissed without prejudice. However, when ruling on Wagstaff's second summary judgment motion, the Court recognized that evidence existed showing Lewis may have done some work on the Allen lawsuit at Wagstaff's behest or request. (Doc. # 97, p. 13). While not explicitly stating such, this finding effectively reinstated Lewis's quantum meruit counterclaim in part, which the Court recognized in its May 11, 2020 Order. (Doc. # 124, pp. 6-7).

In Wagstaff's third Motion for Summary Judgment, it specifically moved for summary judgment on its claims for declaratory judgment and Lewis's counterclaim for quantum meruit. (Doc. # 134). Although the Court ultimately denied Wagstaff's motion, it did so because the motion was mooted by Lewis's abandonment of his quantum meruit counterclaim. (Doc. # 153, pp. 9-11). In its October 29, 2020 Order, the Court held that the abandonment of the counterclaim was akin to a failure to prosecute and that, by Rule 41(b), a dismissal for failure to prosecute operates as an adjudication on the merits. (Id. at p. 11). The Court then expressly stated Lewis's quantum meruit counterclaim was dismissed with prejudice. (Id.).

*6 Lewis argues the Court's prior rulings do not adjudicate any of Wagstaff's requested judicial declarations, and therefore, contains manifest errors of law. (Doc. # 160). As the above discussion illuminates, Lewis's argument is incorrect. The Court has fully addressed each issue raised in this case. Thus, with the exception of clarifying the Court's declaration on Wagstaff's sixth request as noted, there is no need to alter or amend the judgment.

2. Motion for Relief from Judgment

Lewis moves the Court to relieve him from the order dismissing his quantum meruit counterclaim with prejudice to dismissal without prejudice due to Wagstaff's purported misrepresentation and misconduct when representing Ms. Allen. (Doc. # 160, pp. 4-6). Lewis has repeatedly asked the Court to dismiss his quantum meruit counterclaim without prejudice or deny Wagstaff's requested declarations for this very same reason. (See Doc. # 13 (affirmative defenses asserting unclean hands/estoppel); Doc. # 86, pp. 15-17 (opposing summary judgment based on unclean hands); Docs. # 93, 94, 96 (motion for discretionary dismissal and supporting briefs); Doc. # 107 (outlining issues Lewis believed needed to be resolved including unclean hands); Doc. # 113 (Lewis's export report); Doc. # 120 (opposition to motion for protective order); Doc. # 144 (opposition to third summary judgment motion); Docs. ## 147, 149, 152 (motion for reconsideration and supporting briefs)). And the Court has repeatedly responded that Lewis's arguments for such relief is irrelevant or barred or is not his relief to claim. (Docs. ## 57, 97, 109, 124, 153). Rule 60(b) is not a vehicle for relitigating matters previously before the Court. In re SDDS, Inc., 225 F.3d 970, 972 (8th Cir. 2000). The reasons behind the previous decisions to deny Lewis the relief he seeks remain. Lewis presented no evidence countering Wagstaff's position and evidence that he did not do any work on the Allen lawsuit at Wagstaff's behest or request. Indeed, Lewis abandoned his quantum meruit counterclaim in this forum. Therefore, the Court's decision to dismiss his quantum meruit counterclaim with prejudice stands.

The parties have shown that sanctions against them were inappropriate. Therefore, Plaintiff's Motion to Set Aside Entry of Sanctions (Doc. # 155) and Defendant's request to set aside entry of sanctions (Doc. # 158) are GRANTED. The Court sets aside the portions of the May 11, 2020 Order that sanctioned the parties and their counsel but leaves in place the apportioned costs of the special master. Therefore, Defendant's request to reapportion costs is DENIED.

The reasons Defendant seeks relief from the dismissal of his quantum meruit counterclaim has been repeatedly litigated in this proceeding. The Court has ruled on all issues presented in this case as noted above. For sake of absolute clarity, the rulings on Plaintiff's six declaratory requests are summarized as follows:

*7 The Court has also dismissed each of Defendant's counterclaims on merits, and therefore, they are dismissed with prejudice. To the extent the Court's prior orders did not make its declaration on Plaintiff's sixth request clear, the Court amends the judgment accordingly, and Defendant's Motion to Alter/Amend Judgment and for Relief from Judgment (Doc. # 159) is GRANTED in part and DENIED in part.

IT IS SO ORDERED.