Walsh Helps Cloud Consultant Defeat Former Employee Equity Claim
Drawing upon Walsh’s experience in New York employment and contract law matters as well as in the handling of close corporation shareholder disputes, the firm’s client prevailed in a four-year battle against a former employee who claimed entitlement to an equity interest in the client’s cloud computing and consulting business. The case is Larry Hill v. Full 360 Inc., et al., Index No. 654153/2015 (N.Y. Sup.). Walsh attorney Joseph L. Linares briefed and argued the successful motion for summary judgment on behalf of the corporate defendant and the company’s founder and chief executive.
When the case was filed, Walsh caused the matter to be assigned to New York County’s Commercial Division, which has eight Justices focusing on complex commercial disputes and close corporation matters. Working with Peter J. Pizzi, Mr. Linares conducted pre-trial discovery which yielded admissions that, while the parties had exchanged ideas on the subject of a possible equity interest, no meeting of the minds ever took place because, among other reasons, the plaintiff was never satisfied with any of his employer’s proposals. Pretrial discovery thus put the case into posture for a dispositive motion.
On March 19, 2019, Hon. O. Peter Sherwood, J.S.C., of Supreme Court, New York County, Commercial Division, granted summary judgment in favor of the defendants, dismissing all causes of action and ruling in favor of the employer on a counterclaim.
In deciding for defendants, the Court held that the evidence submitted by Walsh, including “[plaintiff’s] deposition testimony, evince that the parties never reached agreement on any essential term[,]” (emphasis in original), and that “the parties at best ha[d] a mere ‘agreement to agree’ that [plaintiff] would acquire an equity stake in the company, the with terms subject to on-going negotiations and approval.” Therefore, “defendants established their entitlement to summary judgment.”
The Court also dismissed all claims against the defendant company’s founder and chief executive officer, reaffirming Walsh’s position that “corporate officers may not be held personally liable on contracts of their corporations, provided that they did not purport to bind themselves individually.”
Rohit Amarnath, founder and chief executive officer of Full 360, expressed appreciation for his counsel’s efforts thusly: “Due to all the hard work and knowledge demonstrated by Mr. Linares and Mr. Pizzi, I was delighted, but not surprised by the outcome: the facts were in our favor and the attorneys were persuasive. Walsh’s efforts made the court see the integrity that our former colleague had sought so hard to destroy. Justice has been served.”