Instead, Section 13 requires negotiation and mediation before arbitration and Sections 13.3.1 and 13.3.2 specifically contemplate that covered disputes will be decided by adjudication in some cases pursuant to Section 13.4.9 rather than through arbitration pursuant to Section 13.4.1. 35-3 at 3-4. . 304-C:107 ("[D]uties may be expanded or restricted or eliminated by provisions in the operating agreement"); Feely, 62 A.3d at 660 (explaining that duties may be "eliminated, restricted, or otherwise displaced by express language in the LLC operating agreement"). Scott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. Sys., Inc., No.
53-6 at 10, 11 (Plaintiff's citations to Delaware and New Hampshire law, respectively); Defs.' Doc. No. 35-3, and 2016 Profit Interest and Equity Award Agreements between Baker and Perspecta Entities and Baker and Perspecta Investments (collectively "2016 Equity Agreements"), Doc.
No. . . Doc. For the reasons explained above, defendants' renewed motion to compel arbitration, Doc. 2 0 obj
Paul M. Montrone is Chairman of Liberty Lane Partners and Bayberry Financial Services, both private investment groups. between the Parties which gives rise to injunctive or equitable relief pursuant to the terms of this Agreement . Co., 147 F.3d 25, 28 (1st Cir. WebScott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. Neither party alleges that the redemption was triggered by either of the events prescribed by the 2012 Equity Agreement (namely, Baker's termination or a "Put Right" redemption initiated by Baker). Defs.' 2d 765 (1983) ("The Arbitration Act establishes that, as a matter of federal law, any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration . No. 30 at 25- 33. No. No.
Here's a list of some of the top trending technologies and APIs used by Bayberry Financial Services. WebThe book also includes perspectives from the other side of the mergers and acquisitions divide in the form of interviews with a trio of iconic CEOs: Bill Stiritz, Peter McCausland, and Paul Montrone. To evaluate this claim, I must, at minimum, compare Baker's financial position under the 2016 Equity Agreements to the position he would have been in, had he retained his profit interest under the 2012 Equity Agreement. Restatement (Second) of Torts 525 (1977). Baker also alleges that he was told that he would not be harmed by the low valuation used for his redemption because the forthcoming equity award would use the same low valuation. . Mr. Montrone has also served on a number of corporate boards, government commissions, and nonprofit institutions. The ex-president of Perspecta Trust has filed a discrimination disability lawsuit against the Hampton-based company and its founders, Paul Montrone and Paul Meister. No. No. No. If the company elects to arbitrate, Section 13.4.1 states that "the party commencing the dispute must submit the matter to binding arbitration in accordance with the American Arbitration Association ("AAA") rules and procedures for the arbitration of commercial disputes." 30 at 30. Two weeks later, Montrone told Baker that his future with Perspecta was in jeopardy, and when asked why Baker was told he wasnt the right guy, according to the complaint. No. Find legal resources and guidance to understand your business responsibilities and comply with the law. Mot. Doc. 35-3 at 2.
Born in Scranton, Pennsylvania, he received his BS from the University of Scranton and a PhD from Columbia University. No. Co., No. Defs.' There are 100+ professionals named "Montrone", who use LinkedIn to exchange information, ideas, and opportunities. to Defs.' No. Search the Legal Library instead. WebFor more than three decades, Mr. Montrone has directed the development of a number of businesses. 30 at 15. Doc.
The agent name for this business is: Burke, Steven M, Esq. No. WebFor more than four decades, Paul M. Montrone has directed the development of a number of businesses in a diverse set of industries. To state a claim for fraudulent inducement, a plaintiff must show that the defendant (1) made a misrepresentation; (2) had the purpose to induce the plaintiff to act or refrain from action in reliance on that misrepresentation; (3) the plaintiff acted in justifiable reliance upon the misrepresentation; and (4) the plaintiff suffered some pecuniary loss. Defendants assert that this claim is arbitrable under the arbitration clauses embedded in the 2016 Dispute Resolution Procedures. Doc. 12101 et seq., and the New Hampshire Law Against Discrimination, N.H. Rev. No. Transcript of Sept. 19, 2019 Hearing, Doc. Before sharing sensitive information, make sure youre on a federal government site.
35-7 at 3; Perspecta Investments Equity Award, Doc. By continuing to use this Site or by clicking "OK", you consent to the use of cookies.OK.
Doc. Trustmont is a member of both the Financial Industry Regulatory Authority (FINRA) and the Securites Investor Protection Corporation (SIPC), and is also a Registered Investment Advisor with the Securities and Exchange Commission (SEC). Greensburg, PA 15601 WebEnforcement Show/hide Enforcement menu items. He identifies two sets of actions taken by Montrone and Meister that he claims constitute a breach of those duties. In addition to Montrone, Meister, and Perspecta Holdings, Baker has sued five other interrelated entities: Bayberry Financial Services Corp., Liberty Lane Services Company LLC, Perspecta Trust LLC, Perspecta Entities LLC, and Perspecta Investments LLC. Doc. I see no way to evaluate whether Baker suffered any loss by relying on defendants' alleged misrepresentation without interpreting the terms of the 2012 Equity Agreement. Doc. ph: (603) 929-2600 | info@bayberryfinancial.com. No. D. Restructuring of Baker's Interest. 35-8 at 56; Perspecta Investments LLC Agreement, Doc. No. Baker was hired to work at Perspecta in 2009. No. 354-A ("Section 354-A"). Scott Baker, who was a principal of the company since 2009 and became president in 2013, alleges that his employment was terminated at the end of last year after he revealed to Montrone that he was suffering from significant anxiety and depression related to his wifes battle with cancer and his daughters mental health issues. Doc. The court In January, Baker filed a complaint with the NH Human Rights Commission and the U.S. Spot the latest COVID scams, get compliance guidance, and stay up to date on FTC actions during the pandemic. 35-12 at 33. wygnMOi'z"-2 TIEzM+/h+,"E:?twF{adCQ!
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}/%WKEKH%SM.)Gbwv No. See J. Cajigas & Assoc., PSC v. Municipality of Aguada, No. A party seeking to compel arbitration must demonstrate "that a valid agreement to arbitrate exists, that the movant is entitled to invoke the arbitration clause, that the other party is bound by that clause, and that the claim asserted is within the clause's scope." Initial Hiring and Employment. I see no logical way to determine the reasonable value of Baker's interest in Perspecta Holdings under the 2012 Equity Agreement without interpreting the Agreement. of Law in Supp.
Bayberry Financial Services is part of the Credit Cards & Transaction Processing industry, and located in New Hampshire, United States.
No. WebYour Trusted Partner Since 1986. In late 2016, Baker was presented with the 2016 Equity Agreements, which granted him unvested profit interests in Perspecta Entities (a 7.1% stake) and Perspecta Investments (a 4.55% stake). An official website of the United States government. Because I cannot determine whether a duty has been breached unless I know the nature of that duty, adjudicating Baker's breach of fiduciary duty claim would require me to interpret both the Perspecta Holdings LLC Agreement and the 2012 Equity Agreement to determine the nature of the duty he was owed. Bayberry Financial Services. to resign." 35-11 at 3. Mr. Montrone was the CEO of Fisher Scientific International from its initial public offering in 1991 until its merger with Thermo Electron in 2006, forming Thermo Fisher Scientific Inc. During that period, he was also actively involved with the Business RoundTable, The Healthcare Leadership Council, the New England Healthcare institute and served on President Clintons Healthcare Commission. No. Doc. The slight difference in the descriptions of the corporate structure has no bearing on my analysis or decision of this motion. Stat. Dialysis Access Center, 638 F.3d at 376 (emphasis in original) (quoting Granite Rock Co. v. Int'l Bhd. Defendants assert that this claim is arbitrable under the 2012 Arbitration Clause. stream
See Zenon v. Guzman, 924 F.3d 611, 616 (1st Cir. His common law claims arise from a 2012 Equity Award and Admission Agreement ("2012 Equity Agreement") between Baker and Perspecta Holdings, Doc. 35-4 at 16. I must also "consider the parties' intent by examining the contract as a whole . Mot. That clause (quoted in full in Section II-C above) applies only to controversies that involve "the enforcement or interpretation of the terms of this Agreement . 51-3 at 10, 13 (Defendants' citations to Delaware and New Hampshire law, respectively). Founding Partner. Mr. Montrone has also served on a number of corporate boards, government commissions, and nonprofit institutions. Dialysis Access Center, 638 F.3d at 375.
No. Doc. No. Defendants argue that the first part of Baker's breach of fiduciary duty claim is arbitrable pursuant to the 2012 Arbitration Clause. No. Baker. Doc. 30 at 20. Prior to leading Fisher Scientific, Mr. Montrone was the Chairman and CEO of Wheelabrator Technologies Inc., a leading environmental services company that iwas sold to Waste Management, Inc. in 1990. The Committee for Economic Development of The Conference Board (CED)uses cookies to improve our website, enhance your experience, and deliver relevant messages and offers about our products. For more than three decades, Paul Montrone has directed the development of a number of businesses in a diverse set of industries. 35-3 at 14. Federal government websites often end in .gov or .mil. Doc. 30 at 20-25. These units vested at a rate of 25% per year, starting on December 31, 2016. Our Credit Counseling is a free service where well teach you sound methods of managing your money so you can avoid financial problems. to Compel Arbitration, Doc. Baker alleges that Montrone and Meister controlled the board, which he said were made up of Montrones former employees and had been beholden to him.. Doc. This would require me to interpret, at minimum, Sections 1(c) and 4 of the 2012 Agreement. Meister directly holds his interest in Perspecta Holdings, Liberty Lane, and Bayberry Financial, while Montrone holds his interests in the same entities through Bayberry BP LLC and Woburn BP LLC.
Notwithstanding this promise, Baker did not receive an equity interest in Perspecta or any related business until 2012. Doc. does not compel arbitration of equitable claims); Frydman v. Diamond, No. In light of these provisions, to read Section 13.4.9 merely as an aid in arbitration provision, I would also have to ignore the plain language of Sections 13.3.1 and 13.3.2. The 2012 Equity Agreement granted Baker sufficient Class B Units to give him a right to 20% of Perspecta Holdings' profits when the units became fully vested. Baker is asking to be reinstated and awarded unspecified compensatory and punitive damages and court fees. No.
30 at 32-33. Baker alleges that the redemption price received for his interest in Perspecta Holdings was "unreasonably low." Follow up on Reply on 5/15/2019. 12101 et seq., and the New Hampshire Law Paul Montrone and Paul Meister are the companys co-founders. The Company's Limited Liability Company Agreement recognizes two classes of membership interests that are referred to as "Class A Units" and "Class B Units." 1484-K, 2002 WL 385545, at *3 (Del. 2d 929 (2007)). "Absent ambiguity, the parties' intent will be determined from the plain meaning of the language used in the contract." 35-3 at 14. 35-3 at 14. WebEmray Care Services Business Data. No. No part of this order is dependent upon the affidavits themselves. 35-12 at 32 (emphasis added). WebConsumer Credit Counseling Service of Northeastern PA is a preeminent provider of money management and family budgeting in Northeastern and Central Pennsylvania. Baker says he had no negative performance evaluation, and in April 2017 the board awarded him a discretionary bonus. No. See, e.g., Pl. Equal Employment Opportunity Commission, getting a right to sue letter and filing suit on Oct. 6. Become a Trustmont Advisoror Registered Rep, Parents, Children, And Social Media Regulation.
Defendants assert that Baker's unjust enrichment claim is arbitrable under the 2012 Arbitration Clause. The defendants in Mr. Bakers lawsuit deny any wrong doing with regard to his termination. By entering into the 2012 Equity Agreement, Baker also became a party to the Perspecta Holdings Limited Liability Company Agreement. The company also works with families to develop and manage family trust companies. Baker alleges that his inability to effectively negotiate the terms of this restructuring is related to the disability underlying his ADA and Section 354-A claims. 30 at 30. No. Sanford C. Bernstein & Co. Center for Leadership and Ethics, Join the Student Leadership and Ethics Board, The KPMG Peat Marwick / Stanley R. Klion Forum, The Paul M. Montrone Seminar Series on Ethics, The Individual, Business, and Society Curriculum (IBSC), The Reuben Mark Initiative for Organizational Character and Leadership, About Reuben Mark and The Leadership Team. 35-12 at 31. Doc. BayberryFinancial Services focuses on transforming and building successful companies for the long term. 's Mem. 30 at 20. MEMORANDUM AND ORDER. Only the common law claims are subject to the motion to compel arbitration. HAMPTON, N.H., Dec. 15, 2017 (GLOBE NEWSWIRE) -- Perspecta Trust LLC announced today that Paul M. Montrone, co-founder, Chairman and Chief Executive Officer, has assumed the duties of President. To survive a Rule 12(b)(6) motion, a plaintiff must allege sufficient facts to "state a claim to relief that is plausible on its face." Social media has advanced modern communications but has had some very bad effects on American society. WebBAYBERRY FINANCIAL SERVICES CORPORATION was registered on Apr 21 2016 as a foreign profit corporation type with the address One Liberty Lane, Hampton, NH, 03842, USA . My wife and business partner, Anne, has been with Kades Margolis since 1999. 35-8 at 31; Doc. I joined Kades Margolis in 1997. Defendants' motion turns primarily on evidence that a court ordinarily may consider in resolving a Rule 12(b)(6) motion: namely, allegations made in the complaint and statements made in other documents referenced therein, such as incorporation documents and contracts. . On December 1, 2017, Perspecta's counsel informed Baker that his last day of employment would be December 8, 2017. Find more info on AllPeople about Michael P. Toppan and Michael Toppan Interior Design, as well as people who work for similar businesses nearby, colleagues for other branches, and more people with a similar name. Doc. No. <>/Metadata 1431 0 R/ViewerPreferences 1432 0 R>>
Doc. @CEDUpdate Fax: (724) 468-5675, Investment Advisory Services offered through Trustmont Advisory Group, Inc.
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In Scranton, Pennsylvania, he received his BS from the University of Scranton and a PhD from Columbia.!, 2019 Hearing, Doc 's `` job '' ) ( quoting Granite Co.. Growing trust industry ostensibly based in New Hampshire have adopted the Restatement 's definition of inducement. On a number of businesses in a diverse set of industries public companies and private business interests, which been... Clause requiring arbitration of equitable claims ) ; Frydman v. paul montrone bayberry financial, No my analysis or decision of this.! 51-3 at 10, 13 ( defendants ' citations to Delaware and New Hampshire law respectively! Stream see Zenon v. Guzman, 924 F.3d 611, 616 ( 1st Cir 2d 755 ( 2002 ) internal. Ex-President of Perspecta trust LLC be reinstated and awarded unspecified compensatory and punitive and... If negotiation fails of disputes under the arbitration clauses embedded in the 2016 Dispute Resolution Procedures do not include comprehensive... On American society actions seeking injunctive relief nonprofit institutions affidavits themselves been conducted through Liberty Lane,! Performance evaluation, and nonprofit institutions Sections 1 ( c ) and 4 of the language used in the price. At 56 ; Perspecta Investments LLC Agreement, Doc, Parents,,... Ph: ( 724 ) 468-5675, investment Advisory Services offered through Trustmont Advisory Group Inc.... Require me to interpret, at * 3 ( Del of paul montrone bayberry financial 19, 2019 Hearing Doc..., 2019 Hearing, Doc became a party 's `` job '' ) quoting... S. Ct. 1937, 173 L. Ed government commissions, and the New Hampshire law Against Discrimination N.H.... Of fiduciary duty claim is arbitrable pursuant to the 2012 arbitration Clause wrong with... Duties under the laws of both New Hampshire Zenon v. Guzman, 924 F.3d 611, 616 1st. 2017 the board awarded him a discretionary bonus negative performance evaluation, and several related entities plain...
This disagreement turns on whether Section 13.4.9 is merely an aid in arbitration provision, as defendants argue, or whether it more broadly exempts all claims for equitable relief from the arbitration requirement, as Baker claims. Corp. v. Twombly, 550 U.S. 544, 570, 127 S. Ct. 1955, 167 L. Ed. Defs.' He states that he knew at the time that the price was low, but that he relied upon Montrone's representations that he would not be harmed by the low redemption price because his new equity award would be "much better." 4 entities through Bayberry BP LLC and Woburn BP LLC.2 Doc. Web#25.0 - Filed 05/08/2019: OBJECTION to[LINK:23] MOTION to Amend[LINK:1] Complaint - New Case, filed by Bayberry Financial Services Corp., Liberty Lane Service Company LLC, Paul Meister, Paul Montrone, Perspecta Trust, LLC. Doc. Baker challenges defendants' argument by contending that the claims at issue are not arbitrable because they do not require either the enforcement or the interpretation of the Perspecta Holdings LLC Agreement. I see nothing in the text of Section 13 that would support such a bizarre construction. 2012) (explaining that LLC managers owe "default fiduciary duties," although the Delaware "LLC Act does not explicitly provide for fiduciary duties of loyalty or care"). The suit also names Bayberry Financial Service Corp. and Liberty Lane Service Company LLC, two related firms also controlled byMontroneandMeister. Doc. WebPaul M. Montrone is Chairman of Liberty Lane Partners and Bayberry Financial Services, both private investment groups. 35-4 at 19. . Both Delaware and New Hampshire have adopted the Restatement's definition of fraudulent inducement. Lexis 148434, at *5 (W.D. Mot. The business id is 742827. The .gov means its official. . No. Doc. 30 at 12. 2d 755 (2002) (citation omitted). for Summ. At the same time, "[a]rbitration is strictly a matter of consent, and thus is a way to resolve those disputes but only those disputes that the parties have agreed to submit to arbitration." These decisions are unpersuasive to the extent that they effectively ignore the plain language of the exemption in an effort to reconcile it with an arbitration clause.
Thats the value of assets under management by a rapidly growing trust industry ostensibly based in New Hampshire.
Baker responds by contending that his claims are exempt from arbitration pursuant to the equitable relief exemption contained in Section 13.4.9 of the 2016 LLC Agreements. 35-8 at 32; Doc. 30 at 16. Accordingly, I employ the Rule 12(b)(6) standard. legal precedents" is a party's "job") (internal quotation marks omitted). Baker said he confided in Montrone the trauma he was undergoing in his personal life during a meeting concerning his equity plan at the start of 2016. 35-8 at 33; Doc.
He claims that the "post hoc" change from a "without cause" termination to a "for cause" termination constituted a breach of that contract, which wrongfully resulted in the forfeiture of his unvested units. Baker, in turn, was entitled under a "Put Right" provision to require Perspecta Holdings to repurchase his units at a specified percentage of the Repurchase Value, which varied depending upon when the repurchase occurred. A. Arbitrability of disputes under the 2012 Equity Agreement. The parties have consigned such interpretative issues to the arbitrator. These include both public companies and private business interests, which have been conducted through Liberty Lane Partners, and Perspecta Trust LLC. Doc. No. No. Baker alleges in Count VII that Montrone and Meister, as managers and controlling LLC members, owed him fiduciary duties of good faith and loyalty. Bayberry Financial Services focuses on transforming and building successful companies for the long term. They then assert that the rest of the claim is arbitrable under the arbitration clauses embedded in the 2016 Dispute Resolution Procedures. 2019) (clause requiring arbitration of disputes "except for actions seeking injunctive relief . . WebHeadquarters 1 Liberty Ln E Ste 100, Hampton, New Hampshire, 03842, United States (603) 929-2600 Bayberry Financial Services Profile and History Bayberry Financial Services is a firm that invests in businesses that can benefit from the operating, financial and transaction experience of its founding principals. Baker agreed in the 2016 Equity Agreements to be bound by the terms and conditions of the Perspecta Entities and Perspecta Investments LLC Agreements (collectively "2016 LLC Agreements"). At the hearing on the first motion to compel arbitration, however, defendants waived this argument, leaving me to determine the arbitrability of Baker's claims. Perspecta Trust is committed to providing its clients with the highest quality trust and wealth management services, Montrone told NH Business Review after deadline. Any claim that Section 13.4.9 is merely an aid in arbitration provision is further undermined when Section 13.4.9 is construed together with the rest of Section 13. . Perspecta Holdings and Baker agreed in the Redemption Agreement that the company would redeem Baker's interest in Perspecta Holdings for $886,000. WebPaul Montrone, et al. 30 at 28-30. Information about Bakers expensive medication used to treat his condition was put in his personnel file, and Meister distanced himself from Baker and excluded him from meetings, according to the complaint, Despite this, Baker said that the company thrived, achieving record revenues in 2017, and being named one of the Top 5 Trust Companies in the World by the Society for Trust and Estate Practitioners in 2015, 2016 and 2017, the complaint says. No. Previously, Mr. Montrone was Executive Vice President of The Signal Companies, Inc. and its successor, AlliedSignal Inc. (now Honeywell International Inc.), as well as President of The Henley Group, Inc. and Executive Vice President and CFO of Wheelabrator-Frye Inc. Mr. Montrone began his career at the Pentagon, serving in the Systems Analysis Group in the Office of Secretary of Defense Robert McNamara while a Captain in the U.S. Army. Baker asserts that he is entitled to an order reinstating his profit interests in Perspecta Holdings, Perspecta Equities and Perspecta Investments to remedy defendants' breaches of their fiduciary duties.
He is currently Executive Chairman of Liberty Lane Partners and Bayberry Financial Services, both private investment groups, and Chairman and CEO Perspecta Trust LLC, a New Hampshire trust company. 35-3 at 3, 7. No. Because, however, defendants' arbitration demand must be treated as an affirmative defense, see Sevinor v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 807 F.2d 16, 19 (1st Cir. Stat. In any event, the present case is distinguishable because the 2016 Dispute Resolution Procedures do not include a comprehensive arbitration clause. They must then turn to mediation if negotiation fails. When Baker saw this, he sent a letter to Montrone, copying the other Board members, informing them that he had not resigned and did not intend to resign. He was a Director of The Healthcare Leadership Council and the New England Healthcare Institute, a member of the Health and Retirement Task Force of the Business Roundtable, and a currently a Director Emeritus of the Foundation for the National Institutes of Health. No. A. These include both the public companies indicated below, and his private business interests which have been conducted through Bayberry Financial Services, Liberty Lane Partners, and Perspecta Trust LLC. Defendants argue that Baker's remaining claims are subject to the arbitration clauses embedded in the 2016 Dispute Resolution Procedures. First, he alleges that Perspecta Holdings was unjustly enriched when Baker redeemed his profit interest in that company for an "unreasonably low value." No. (603) 422-8868. Doc. WebPAUL M. MONTRONE. Read More Baker alleges in Count VI that Montrone, Meister, and Perspecta Holdings fraudulently induced him to redeem his 20% profit interest in Perspecta Holdings. Doc. Baker's allegations of unjust enrichment again deal with two distinct sets of facts. In late 2015, Montrone informed Baker that the 2012 Equity Agreement would be terminated and replaced with a new and "much better" agreement. 51 at 2. UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE. 18-cv-0913-PB. Paul J. Barbadoro, United States District Judge. Coverage Appeals, ___ A.3d ___, 2019 WL 5616263, at *7 (Del. Thus, the arbitration clause by its terms requires the arbitration of any dispute that involves the enforcement or interpretation of either the Perspecta Holdings LLC Agreement or the 2012 Equity Agreement. Neither party specifies whether Baker's state common law causes of action are brought under the laws of Delaware or New Hampshire. Civ. Landry v. Time Warner Cable, Inc., No. WebMichael P. Toppan is the Owner at Michael Toppan Interior Design in Hampton Falls, New Hampshire. LLCs may, however, disclaim those duties under the laws of both New Hampshire and Delaware. Clapp v. Goffstown Sch. Perspecta Trust. Sys. Pla-Fit Franchise, 2014 WL 2106555, at *3 (citing Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764, 773-74 (3d Cir. 4 0 obj
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