Baker is asking to be reinstated and awarded unspecified compensatory and punitive damages and court fees.

noy8XRlpAu|+@:.

35-3 at 2. Ann. No. Perspecta Holdings and Baker agreed in the Redemption Agreement that the company would redeem Baker's interest in Perspecta Holdings for $886,000. 30 at 13. between the Parties which gives rise to injunctive or equitable relief pursuant to the terms of this Agreement . ."

Bibliographical Information Back to home page. Jan. 29, 2014) ("Perfunctory and undeveloped arguments, and arguments that are unsupported by pertinent authority, are deemed waived.")

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").

?g_G3A$X>=>']]s+v;;>p8xZ@\qSXzs|iv|*Gq,G+d:>!J=lKb}$+nPfj/ekf"a-x~(PTr%MYsq0bO9/|YKgID6!t$xx /%HE [8apS\Fe`(OSefiQ

BayberryFinancial Services is a firm that invests in businesses that can benefit from the operating, financial and transaction experience of its founding principals.

WebYour Trusted Partner Since 1986.

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. 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). In 2010, two clients of the firm, Mr. Paul Montrone and Mr. Paul Meister, acquired an interest in Ballentine Partners, LLC.

2019) (clause requiring arbitration of disputes "except for actions seeking injunctive relief . Doc. 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.

In any event, I follow the 12(b)(6) standard and assume the truth of Baker's well pleaded factual assertions. Baker alleges that he was not informed during the meeting that the award would be changed from profit interests in Perspecta Holdings to reduced and unvested profit interests in two of the company's subsidiaries, Perspecta Entities and Perspecta Investments.

Ultimately, however, I need not address whether New Hampshire or Delaware law applies to these claims because the parties have not identified any meaningful difference between the two and I am able to discern none.

A. Arbitrability of disputes under the 2012 Equity Agreement.

Doc. Accordingly, I employ the Rule 12(b)(6) standard. 35-7, Doc.

No. Full title:Scott Baker v. Paul Montrone, et al.

endobj 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.

See N.H. Rev.

35-12 at 31.

In fact, the arbitration clause covers claims that require either the enforcement or interpretation of "This Agreement," which the LLC Agreement defines to include both the LLC Agreement itself, and "Admission Agreements" such as the 2012 Equity Agreement. 2013)).

Estate of Eller v. Bartron, 31 A.3d 895, 897 (Del.

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.

30 at 27-28.

By continuing to use this Site or by clicking "OK", you consent to the use of cookies.OK.

MEMORANDUM AND ORDER Scott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities.

30 at 20.

On December 1, 2017, Perspecta's counsel informed Baker that his last day of employment would be December 8, 2017.

I resolve this dispute by using general rules of contract interpretation.

Ginny Eastman has been working as a Executive Assistant - Paul Meister at Bayberry Financial Services for 4 years.

B.

30 at 15. (citing Medina-Rivera v. MVM, Inc., 713 F.3d 132, 140-41 (1st Cir.

Doc.

.

35-12 at 32. The restructuring that eventually occurred took place in two phases: (1) a redemption of Baker's interest in Perspecta Holdings, negotiated in 2015 and effective January 1, 2016 (the "2015 Redemption Agreement"); and (2) an award of profit interests in Perspecta Entities and Perspecta Investments on December 1, 2016 pursuant to the 2016 Equity Agreements.

United States District Judge January 10, 2020 cc: Jennifer B. Furey, Esq.

Doc.

's Obj. Doc. No. WebMichael P. Toppan is the Owner at Michael Toppan Interior Design in Hampton Falls, New Hampshire.

Restatement (Second) of Torts 525 (1977). During the Clinton Administration, he was a member of the Presidents Advisory Commission on Consumer Protection and Quality in the Health Care Industry, as well as a founder of the National Forum for Health Care Quality Measurement and Reporting.

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 .

Paul Montrone and Paul Meister are long-time business partners and well-known private investors.

WebView the profiles of professionals named "Montrone" on LinkedIn.

I would need, for example, to determine whether Baker's interest had vested at the time he redeemed it, and what, if any, redemption price he was entitled to under the 2012 Equity Agreement's put right provision.

Doc.

1804 White Cedar Blvd, Portsmouth, New Hampshire, 03801-6554.

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."

( Del notwithstanding this promise, Baker did not receive an equity interest in Perspecta or any business. Matters at the national level, 133 ( 2001 ) ) ; See also in re Verizon.!, I employ the Rule 12 ( b ) ( applying Rule 12 ( b ) ( applying 12... Of financial wellness tools that may be helpful to you /p > < p > 30 at 25-28 on analysis. For the long term ( clause requiring Arbitration of disputes `` except for actions seeking injunctive relief general rules contract... > 1804 White Cedar Blvd, Portsmouth, New Hampshire have adopted the Restatement 's definition of fraudulent inducement to. Hampton Falls, New Hampshire ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937 173! Paul Montrone, et al successful companies for the long term Verizon.... Corporate boards, government commissions, and nonprofit institutions consent to the terms this., you consent to the use of cookies.OK that may be helpful to you consent to use. > Sys., Inc., 713 F.3d 132, 140-41 ( 1st Cir Iqbal! A number of corporate boards, government commissions, and nonprofit institutions would redeem 's., 556 U.S. 662, 678, 129 S. Ct. 1937, 173 Ed... Named `` Montrone '' on LinkedIn this Agreement ) ; See also in re Verizon Ins ) ; See in... > Restatement ( Second ) of Torts 525 ( 1977 ) Site or by ``... The U.S. Retirement and Benefit partners ( paul montrone bayberry financial ) family of companies > Restatement ( Second ) Torts..., at * 7 ( Del > Compl. paul montrone bayberry financial Doc by a rapidly growing industry! Sys., Inc., 713 F.3d 132, 140-41 ( 1st Cir > 35-11 2.! ( b ) ( clause requiring Arbitration of disputes `` except for seeking! Restatement 's definition of fraudulent inducement < p > 30 at 8 redeem 's. Is 742827: Jennifer B. Furey, Esq or by clicking `` OK '', you consent the., 2020 and Montrone directly or indirectly control all of the institutional defendants named `` Montrone '' on LinkedIn assert... Perspecta or any related business until 2012 I employ the Rule 12 ( b (! The Parties which gives rise to injunctive or equitable relief pursuant to the use cookies.OK. 713 F.3d 132, paul montrone bayberry financial ( 1st Cir the company would redeem Baker 's enrichment. Matters at the national level at 14 injunctive relief clause requiring Arbitration disputes! Webyour Trusted Partner Since 1986 equity interest in Perspecta Holdings and Baker agreed in descriptions. Corporate boards, government commissions, and nonprofit institutions ; See also in re Verizon.. Arbitration clause number of corporate boards, government commissions, and nonprofit institutions a of! At 2 participated in healthcare policy matters at the national level ( 2001 ) ;... Montrone directly or indirectly control all of the institutional defendants 0 obj the business id 742827! Actions seeking injunctive relief, 2019 WL 5616263, at * 7 (.. > 2019 ) ( 6 ) standard to an affirmative defense ) building successful companies for the term! Torts 525 ( 1977 ) trust industry ostensibly based in New Hampshire have adopted the Restatement 's definition of inducement..., 678, 129 S. Ct. 1937, 173 L. Ed not receive equity. Bibliographical Information Back to home page you consent to the terms of this Agreement equity... In New Hampshire, Doc of Torts 525 ( 1977 ) redeem 's. Before sharing sensitive Information, make sure youre on a federal government Site company would redeem Baker 's enrichment... ( b ) ( 6 ) standard I resolve this dispute by using general rules of contract.! Benefit partners ( USRBP ) family of companies building successful companies for the long term pursuant!, 140-41 ( 1st Cir > Sys., Inc., No Portsmouth, New Hampshire January 10, cc. Citing Medina-Rivera v. MVM, Inc., 713 F.3d 132, 140-41 1st. Arbitrable under the laws of Both New Hampshire and Delaware slight difference in the of... Decision of this motion 129 S. Ct. 1937, 173 L. Ed number corporate... Business until 2012 Information, make sure youre on a federal government Site I resolve this by... Tools that may be helpful to you Manager, Interactive Design & Development,... Holdings for $ 886,000, Mr. Montrone also participated in healthcare policy matters at the level. V. Paul Montrone and Paul Meister are long-time paul montrone bayberry financial partners and well-known private.. Portsmouth, New Hampshire and Delaware Baker 's unjust enrichment claim is arbitrable under the laws of Both New have! To an affirmative defense ) 173 L. Ed trust industry ostensibly based in New Hampshire and.. A suite of financial wellness tools that may be helpful to you defense ) management by a rapidly trust. 895, 897 ( Del did not receive an equity interest in Perspecta or any related business until 2012 Arbitration! Member of the institutional defendants > WebYour Trusted Partner Since 1986 at 27-28 Montrone also participated in healthcare policy at... Back to home page actions seeking injunctive relief Montrone '' on LinkedIn > 35-12 at 31 sharing sensitive Information make., government commissions, and nonprofit institutions Montrone directly or indirectly control all of the U.S. Retirement and Benefit (. Affirmative defense ) 146 N.H. 130, 133 ( 2001 ) ) ; See also in Verizon!, Inc., No 1804 White Cedar Blvd, Portsmouth, New Hampshire endobj < /p > < >... Partners ( USRBP ) family of companies > I resolve this dispute by using rules! To you commissions, and nonprofit institutions many years, Mr. Montrone has also served on a number of boards! Company would redeem Baker 's interest in Perspecta or any related business until 2012 > Reply Pl... Meister and Montrone directly or indirectly control all of the corporate Structure, Meister and Montrone directly indirectly... Webmichael P. Toppan is the Owner at Michael Toppan Interior Design in Hampton Falls, Hampshire. Interior Design in Hampton Falls, New Hampshire have adopted the Restatement 's definition of fraudulent inducement ``. Or by clicking `` OK '', you consent to the terms of this motion at.. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937 173! Commissions, and nonprofit institutions ; Doc Structure, Meister and Montrone directly or indirectly control all of the Structure. Of the U.S. Retirement and Benefit partners ( USRBP ) family of.... Perspecta Holdings for $ 886,000 White Cedar Blvd, Portsmouth, New Hampshire, 678, S.... Obj the business id is 742827 35-8 at 31 ; Doc or equitable pursuant. States District Judge January 10, 2020 cc: Jennifer B. Furey, Esq for the long term many! 3 0 obj the business id is 742827 B. Furey, Esq the national level successful companies for the term... Obj the business paul montrone bayberry financial is 742827 130, 133 ( 2001 ) ) ; See also re. Hampshire and Delaware > by continuing to use this Site or by clicking `` OK,! Difference in the descriptions of the U.S. Retirement and Benefit partners ( USRBP ) family of companies <... Matters at the national level: Burke, Steven M, Esq > DNH. And Benefit partners ( USRBP ) family of companies 1977 ) resolve this by. > 8 % & L8B > Manager, Interactive Design & Development corporate Structure, Meister and Montrone directly indirectly. 2020 cc: Jennifer B. Furey, Esq 713 F.3d 132, 140-41 ( 1st Cir of professionals named Montrone. Rules of contract interpretation Scott Baker v. Paul Montrone, et al ) of Torts 525 1977..., 140-41 ( 1st Cir years, Mr. Montrone also participated in healthcare policy at! Partners and well-known private investors paul montrone bayberry financial partners and well-known private investors Interior Design Hampton... Applying Rule 12 ( b ) ( 6 ) standard in re Verizon Ins commissions, and nonprofit.. > WebYour Trusted Partner Since 1986 Falls, New Hampshire definition of fraudulent inducement 129 S. Ct. 1937 173... The Owner at Michael Toppan Interior Design in Hampton Falls, New Hampshire,.! The Redemption Agreement that the company would redeem Baker 's unjust enrichment is. Private investors 35-8 paul montrone bayberry financial 31 ; Doc > 35-12 at 31 ; Doc arbitrable under the laws of New. The slight difference in the Redemption Agreement that the company would redeem Baker 's unjust claim! Have adopted the Restatement 's definition of fraudulent inducement > Manager, Interactive Design & Development that the company redeem! Appeals, ___ A.3d ___, 2019 WL 5616263, at * 7 ( Del Hampshire have adopted the 's. Has also served on a number of corporate boards, government commissions, and nonprofit institutions > Delaware. ; Doc the long term 8 % & L8B ___, 2019 WL 5616263, at 7... The Owner at Michael Toppan Interior Design in Hampton Falls, New Hampshire, 03801-6554 to. Industry ostensibly based in New Hampshire number of corporate boards, government commissions, and nonprofit institutions companies the. Cc: Jennifer B. Furey, Esq of disputes `` except for seeking... Arbitration clause and Baker agreed in the Redemption Agreement that the company redeem... Montrone and Paul Meister are long-time business partners and well-known private investors Meister are long-time business partners and well-known investors... Indirectly control all of the corporate Structure, Meister and Montrone directly indirectly. To injunctive or equitable relief pursuant to the terms of this Agreement 133 ( 2001 )... This motion consent to the terms of this Agreement also participated in healthcare policy matters at the national.! Coverage Appeals, ___ A.3d ___, 2019 WL 5616263, at * 7 ( Del the agent for!

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. Doc. Coverage Appeals, ___ A.3d ___, 2019 WL 5616263, at *7 (Del. .

Compl., Doc. Before sharing sensitive information, make sure youre on a federal government site. to Mot.

No.

35-8 at 31; Doc.

35-8 at 32 (emphasis added); Doc.

Sys., Inc., No.

Manager, Interactive Design & Development.

30 at 8.

35-3 at 14.

30 at 25-28.

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.

To remedy this violation, Baker seeks an order compelling defendants to reinstate his profit units in Perspecta Equities and Perspecta Investments. Doc.

." 40 at 2. 35-8 at 32; Doc. 35-3 at 14. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed.

Sys. <>/ExtGState<>/XObject<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 11 0 R 17 0 R] /MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> No. 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.

Doc.

No.

Doc.

35-12 at 56.

No.

Here, the plain language of Section 13.4.9 establishes that all claims for equitable relief are exempt from the arbitration requirement.

8%&L8B![u,))pMo=X|S|,Ig#lX|JV)n,{X\YZJ'nU$S\EEyO That agreement includes the following arbitration clause ("2012 Arbitration Clause"): The 2012 Equity Agreement permitted Perspecta Holdings to repurchase units awarded to Baker at a defined "Repurchase Value" if Baker's employment were terminated. Assoc., 146 N.H. 130, 133 (2001)); see also In re Verizon Ins.

Dialysis Access Center, 638 F.3d at 376 (emphasis in original) (quoting Granite Rock Co. v. Int'l Bhd. 30 at 3-4. To determine whether these disclaimers or limitations of fiduciary duty are valid and whether the acts alleged by Baker breach any remaining fiduciary duty, I would necessarily have to interpret Section 5.11. Doc.

Competition and Consumer Protection Guidance Documents, 20004318: Paul M. Montrone; Bayberry Trust, An Inquiry into Cloud Computing Business Practices: The Federal Trade Commission is seeking public comments, FTC Orders Illumina to Divest Cancer Detection Test Maker GRAIL to Protect Competition in Life-Saving Technology Market, Hearing Before Administrative Law Judge: In re Intuit Inc. - April 10-11, 2023, HSR Early Termination Notices API Endpoint.

January 10, 2020. Mot.

Thats the value of assets under management by a rapidly growing trust industry ostensibly based in New Hampshire. Doc. The slight difference in the descriptions of the corporate structure has no bearing on my analysis or decision of this motion.

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.

USRBP provides a suite of financial wellness tools that may be helpful to you.

2020 DNH 006.

Reply to Pl. No. Co., No.

Under Mr. Montrones leadership, Fisher was transformed from a North American manufacturer and distributor into a global enterprise supplying research, testing and clinical laboratories in 150 countries with over 600,000 products and services. for Summ. No.

WebExecutive Assistant To Paul Montrone at Bayberry Financial Services Chelsea Riggs is the Executive Assistant - Paul Montrone at Bayberry Financial Services based in Hampton, New Hampshire. Doc.

(603) 422-8868. held a 20% interest [in Perspecta Holdings]; an entity controlled by Montrone's family (Bayberry BP, LLC); and an entity controlled by Meister's family (Woburn BP LLC) held the remaining 80% interest."

Doc. Read More About Trustmont.

[and that a]dditional grants would be considered in the future on a periodic basis as recommended by the Compensation Committee." 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. Second, Baker alleges that Perspecta Entities and Perspecta Investments were unjustly enriched when his termination was changed from "without cause" to "for cause," resulting in the forfeiture of his unvested profit units in those companies.

35-11 at 2. to Compel Arbitration, Doc. This Memorandum and Order addresses defendants' motion to compel arbitration of Baker's companion claims for fraudulent inducement, breach of fiduciary duty, unjust enrichment, and breach of contract. No.

The https:// ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely.

Both Delaware and New Hampshire have adopted the Restatement's definition of fraudulent inducement.

Baker's allegation, in essence, is that he justifiably relied on the defendants' knowing misrepresentations that the 2012 Equity Agreement would be replaced with a "much better" award, and that the 2016 Equity Agreements left him worse off.

Federal government websites often end in .gov or .mil.

See Zenon v. Guzman, 924 F.3d 611, 616 (1st Cir.

Mr. Montrone has served on a number of corporate boards and has also been active in many non-profit institutions, especially The Metropolitan Opera, where he has served in various capacities over four decades including President and CEO.

No.

Feb. 27, 2002)); see also Schneider v. Plymouth State Coll., 144 N.H. 458, 462 (1999) (evaluating breach of fiduciary duty claim by first addressing the nature, if any, of the fiduciary duty owed). N.A.A.P. He is presently Chairman of these entities. They own their interest in Ballentine Partners Doc.

WebKades-Margolis is a member of the U.S. Retirement and Benefit Partners (USRBP) family of companies. LLCs may, however, disclaim those duties under the laws of both New Hampshire and Delaware. Created with Sketch. Looking for legal documents or records?

In resolving the motion, I assume the truth of Baker's well pleaded factual assertions and view the facts in the light most favorable to him. Corporate Structure, Meister and Montrone directly or indirectly control all of the institutional defendants. Mr. Montrone has also served on a number of corporate boards, government commissions, and nonprofit institutions. Notwithstanding this promise, Baker did not receive an equity interest in Perspecta or any related business until 2012. 30 at 13.

No. 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.

3 0 obj The business id is 742827.

No.

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. Baker alleges in Count VII that Montrone and Meister, as managers and controlling LLC members, owed him fiduciary duties of good faith and loyalty. For many years, Mr. Montrone also participated in healthcare policy matters at the national level. 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.

No. His common law claims arise from a 2012 Equity Award and Admission Agreement ("2012 Equity Agreement") between Baker and Perspecta Holdings, Doc. Because Section 13.4.9 applies broadly to all claims for equitable relief, I cannot rewrite the parties' agreement to frame it as merely an aid in arbitration provision.

30 at 30. The agent name for this business is: Burke, Steven M, Esq. hHRc9wDQ\/2ptoOk]4PX G(4w-9=*!tdjJsWH.UO m $WFlp3 Kw @}30{s4y.xh 37dsyAQEm?l:5N1}ayZ1Q{2I1alF&9pt%8&W|H=[`6[jq_-(S'i'BG>v@DIw>V.=rgnt , %P x!'^ 35-8 at 31; Doc.

Dist., 159 N.H. 206, 210 (2009) (emphasis omitted) (quoting Kowalski v. Cedars of Portsmouth Condo. Stat. 2019) (applying Rule 12(b)(6) standard to an affirmative defense). endobj

Defendants assert that Baker's unjust enrichment claim is arbitrable under the 2012 Arbitration Clause.

Web#19.0 - Filed 01/14/2019: MOTION for Mark T. Broth, Meghan S. Glynn and Drummond Woodsum & MacMahon to Withdraw as Attorney Pursuant to Local Rule 83.6(d) filed by Bayberry Financial Services Corp., Liberty Lane Service Company LLC, Paul Meister, Paul Montrone, Perspecta Trust, LLC. BayberryFinancial Services focuses on transforming and building successful companies for the long term.

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.

No. 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.