His common law claims arise from a 2012 Equity Award and Admission Agreement ("2012 Equity Agreement") between Baker and Perspecta Holdings, Doc. . Robbins, 145 N.H. at 417-18 (quoting Butler v. Walker Power, Inc., 137 N.H. 432, 435 (1993)). 53-6 at 10, 11 (Plaintiff's citations to Delaware and New Hampshire law, respectively); Defs.' WebPaul Montrone, et al. The defendants in Mr. Bakers lawsuit deny any wrong doing with regard to his termination. Section 13.3.1 treats Section 13.4.9 as an alternative to arbitration rather than an aid in arbitration provision because it requires the company to determine whether a dispute involving the company "will be subject to arbitration in accordance with Section 13.4 or subject to adjudication pursuant to Section 13.4.9." In fact, however, Meister and Montrone intended that the new agreement would "purposely decrease the value of Baker's stake in Perspecta in anticipation of a planned, but undisclosed termination." 30 at 18. 35-8 at 33; Doc. Defendants argue that Baker's fraudulent inducement claim and parts of his fiduciary duty and unjust enrichment claims are subject to the 2012 Arbitration Clause. endobj
Equal Employment Opportunity Commission, getting a right to sue letter and filing suit on Oct. 6. F. Baker's Causes of Action. 30 at 15. May 20, 2014)). Mr. Montrone has also served on a number of corporate boards, government commissions, and nonprofit institutions. 51 at 3. Katherine graduated from Wharton undergraduate in 1989 with a B.S.E and a dual concentration in Finance and International Business which lead to her overseas career in Tokyo and London with Salomon Brothers. 35-3 at 2. No. . We work to advance government policies that protect consumers and promote competition. 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. (citing Medina-Rivera v. MVM, Inc., 713 F.3d 132, 140-41 (1st Cir. Mem. I outline each of the pertinent claims below. stream
They must then turn to mediation if negotiation fails. WebPAUL MONTRONE (MANAGER) BALLENTINE PARTNERS, LLC: MASSACHUSETTS FOREIGN LIMITED-LIABILITY COMPANY (LLC) WRITE REVIEW: Address: 230 Third Ave. 6th Floor Waltham, MA 02451: Registered Agent: Kyle J. Schaffer: Filing Date: February 24, 2010: File Number: 271557796: Contact Us About The Company Profile For Ballentine 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. Scott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. No. 35-12 at 56. Cases and Proceedings; Premerger Notification Program; Merger Review; Anticompetitive Practices; Rulemaking; Statutes; Competition and Consumer Protection Guidance Documents See, e.g., Archer & White Sales, Inc. v. Henry Schein, Inc., 935 F.3d 274, 283-84 (5th Cir. No. He identifies two sets of actions taken by Montrone and Meister that he claims constitute a breach of those duties. 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. Read More About Trustmont. The First Circuit Court of Appeals has yet to identify the proper standard of review for a motion to compel arbitration. No. Baker alleges in Count VI that Montrone, Meister, and Perspecta Holdings fraudulently induced him to redeem his 20% profit interest in Perspecta Holdings. noy8XRlpAu|+@:. 2011) (quoting Heller v. Kiernan, No. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Key Principal:Paul Montrone See more contacts Industry:Lawn and Garden Equipment and Supplies Stores Full title:Scott Baker v. Paul Montrone, et al. Doc. However, please note that you are leaving the Kades-Margolis Corporate website. Corp. v. Twombly, 550 U.S. 544, 570, 127 S. Ct. 1955, 167 L. Ed. of Renewed Mot. 35-12 at 32 (emphasis added). No. No. Both LLC Agreements name New Hampshire in their choice-of-law provisions. He is presently Chairman of these entities. 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 . Annual shareholder returns at Wheelabrator under his leadership were 22% compounded. Paul M. Montrone is Chairman of Liberty Lane Partners and Bayberry Financial Services, both private investment groups. Annual shareholder returns at Wheelabrator under his leadership were 22 percent compounded. Bayberry Financial Services is part of the Credit Cards & Transaction Processing industry, and located in New Hampshire, United States. Mem. 2d 929 (2007)). No. No. The https:// ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely. Section 13.3.2 treats Section 13.4.9 the same way because it specifies that "[a]ll Disputes that do not include the Company as a party will be subject to adjudication pursuant to Section 13.4.9, unless all parties agree to arbitrate in accordance with Section 13.4." 30 at 16. 2011) ("[D]ue regard must be given to the federal policy favoring arbitration, and ambiguities as to the scope of the arbitration clause itself resolved in favor of arbitration."). Bayberry Financial Services. 30 at 5. Am. Section 13.4.9 provides, however, that: Following his May 2017 meeting with Montrone and Meister, Baker experienced what he refers to as "pressure . MEMORANDUM AND ORDER Scott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. Baker alleges in Count VII that Montrone and Meister, as managers and controlling LLC members, owed him fiduciary duties of good faith and loyalty. of Defs.' If mediation does not resolve the matter, and if the Company is party to the Dispute, the procedures specify that "[t]he company shall determine in its sole discretion whether the dispute will be subject to arbitration in accordance with Section 13.4 or subject to adjudication in accordance with Section 13.4.9." No. 35-8 at 32 (emphasis added); Doc. Baker alleges in Count IX that Perspecta Entities and Perspecta Investments were contractually obligated to grant him profit units as set forth in the 2016 Equity Agreements and that the vesting of those units should have accelerated upon his "without cause" termination. 30 at 32-33. This is so because Section 13.4.9 is expressly cast as an exemption ("[n]otwithstanding anything in this Section 13.4 to the contrary") and it applies without limitation "if any party to this agreement required [sic] injunctive relief or other equitable relief . No. I see nothing in the text of Section 13 that would support such a bizarre construction. Memo from Chair Lina M. Khan to commission staff and commissioners regarding the vision and priorities for the FTC. No. He has served on a number of corporate boards and many nonprofit institutions, especially the Metropolitan Opera, for which he was president and chief executive officer and is now president emeritus. Fax: (724) 468-5675, Investment Advisory Services offered through Trustmont Advisory Group, Inc.
For over a decade, Stocks Gained 7% First Quarter And Other Good Financial News, Stocks gained 7% in the first quarter of 2023, snapping a painful three-quarter losing streak and overcoming a sudden new, 200 Brush Run Road, Suite A 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. 35-8 at 56; Perspecta Investments LLC Agreement, Doc. (internal citation and quotation marks omitted). 30 at 4; Perspecta Holdings LLC Equity Award and Admission The suit also names Bayberry Financial Service Corp. and Liberty Lane Service Company LLC, two related firms also controlled by, Last-minute House amendments seek to shore up ed funding for poorer districts, UNH project testing use of regional softwood in mass timber construction, Keene affordable housing nonprofit eyes former community college site for housing, How NHs housing crisis is linked to availability of beds at psychiatric hospitals, People and Property: Real Estate and Construction News From Around NH, Business groups keep an eye on Thursdays NH House budget vote. 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. 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. 35-7, Doc. AllBiz Business Profile Background Search. 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 . Doc. 30 at 31. Our operating strategies are designed to generate above-market absolute-dollar returns through strategic realignment, organic growth initiatives, cash flow management and acquisitions. Doc. 3 0 obj
. Assoc., 146 N.H. 130, 133 (2001)); see also In re Verizon Ins. D. Restructuring of Baker's Interest. Doc. 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. 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. 50 at 10. No part of this order is dependent upon the affidavits themselves. These units vested at a rate of 25% per year, starting on December 31, 2016. WebScott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. 8%&L8B![u,))pMo=X|S|,Ig#lX|JV)n,{X\YZJ'nU$S\EEyO 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. Defendants base their demand for arbitration in part on the 2012 Arbitration Clause and in part on the somewhat differently worded arbitration clauses embedded in the 2016 Dispute Resolution Procedures. Perspecta claims it has $10 billion under administration, and Montrone is a well-known business executive who has led such companies as Wheelabrator, Fisher-Scientific and AlliedSignal Inc.. 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. Mot. Lina M. Khan was sworn in as Chair of the Federal Trade Commission on June 15, 2021. @CEDUpdate 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. A. Oct. 31, 2019) ("Unjust enrichment is the unjust retention of a benefit to the loss of another, or the retention of money or property of another against the fundamental principles of justice or equity and good conscience.") 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. $932.5 billion. Mr. Montrone was CEO of Fisher Scientific International Inc. from its initial public offering in 1991 until its merger with Thermo Electron in 2006, forming Thermo Fisher Scientific Inc. Over this period, the equity value of Fisher increased from approximately $200 million to $12 billion, and the annual return to shareholders was 26 percent compounded. No. Doc. to Compel Arbitration, Doc. 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. No. No. Doc. 35-8 at 35-36, Doc. Initial Hiring and Employment. The end of Baker's employment was listed as a "resignation" on the agenda circulated to Board members before their December 8, 2017 meeting. "); Dialysis Access Ctr. In my view, "[i]f the answer is apparent on the face of the complaint, the Rule 12(b)(6) standard will suffice. 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." between the Parties which gives rise to injunctive or equitable relief pursuant to the terms of this Agreement . Once the transaction completes, Perspecta will be rebranded as Jordan Park Trust Company. No. No. B. Arbitrability of disputes under the 2016 Equity Agreements. Reply to Pl. <>/Metadata 1431 0 R/ViewerPreferences 1432 0 R>>
Fisher Scientific International Inc. Retired Chairman and CEO (merged now Thermo Fisher Scientific) My wife and business partner, Anne, has been with Kades Margolis since 1999. Doc. WebBloomsburg, PA. <>/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>>
30 at 8. 17 C 2066, 2017 WL 2720433, at *1 (N.D. Ill. June 23, 2017); Davis v. SEVA Beauty, LLC, C17-547 TSZ, 2017 U.S. Dist. No. This would require me to interpret, at minimum, Sections 1(c) and 4 of the 2012 Agreement. Sys. 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. 35-3 at 14. No. No. Court:UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE, Paul J. Barbadoro United States District Judge. In re Liquidation of Home Ins. 30 at 1. When he refused, he was told at a Dec. 8 board meeting that his employment was ending, with no reason given. 51 at 2-3. 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 wife's battle with cancer and his daughter's mental health issues. . Meister conceded that as of December 8, 2017, Perspecta considered Baker's termination to be "without cause," but that Perspecta changed Baker's termination to "for cause" as defined in the 2016 Equity Agreements following Baker's initiation of proceedings with the Equal Employment Opportunity Commission ("EEOC") and the New Hampshire Human Rights Commission ("HRC"). WebEmray Care Services Business Data. 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. One thousand of Baker's Class B units vested immediately upon execution of the Agreement, with the remainder vesting at a rate of 500 units annually until his interest fully vested on January 1, 2015. Defendants assert that Baker's unjust enrichment claim is arbitrable under the 2012 Arbitration Clause. His principal claims are based on the Americans with Disabilities Act of 1990 ("ADA"), 42 U.S.C. Baker understood this to mean that his Class B profit interests would be replaced with Class A capital interests. Perspecta Entities LLC Agreement, Doc. Paul Montrone and Paul Meister are the companys co-founders. to Compel Arbitration, Doc. UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE. No. %PDF-1.7
In January, Baker filed a complaint with the NH Human Rights Commission and the U.S. Doc. [and that a]dditional grants would be considered in the future on a periodic basis as recommended by the Compensation Committee." 1804 White Cedar Blvd, Portsmouth, New Hampshire, 03801-6554. 4 entities through Bayberry BP LLC and Woburn BP LLC.2 Doc. Doc. 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. News; Weather; Sports; Commute; Food; Culture; Travel; Events; All Doc. WebYour Trusted Partner Since 1986. See, e.g., Pl. Doc. 1982) (same). 30 at 13. 30 at 31. 2d 417 (2013) (internal quotation marks omitted). January 10, 2020. 30 at 28-30. No. Doc. 1484-K, 2002 WL 385545, at *3 (Del. 30 at 20. 1989). No. 35-11 at 3. Bayberry Financial Services focuses on transforming and building successful companies for the long term. 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. 30 at 4; Perspecta Holdings LLC Equity Award and Admission Agreement, Doc. of Law in Support of Mot. . The parties also reference "affidavits" in their pleadings, which in some circumstances must be evaluated under the summary judgment standard, but the function of these affidavits is merely to provide the court with copies of the relevant agreements, the authenticity of which is not disputed by either party. No. Ann. Credit Cards & Transaction Processing, Finance, 1 Liberty Ln E Ste 100, Hampton, New Hampshire, 03842, United States. By continuing to use this Site or by clicking "OK", you consent to the use of cookies.OK. WebFor more than three decades, Mr. Montrone has directed the development of a number of businesses. The slight difference in the descriptions of the corporate structure has no bearing on my analysis or decision of this motion. 30 at 28-30. 30 at 19. Baker says he had no negative performance evaluation, and in April 2017 the board awarded him a discretionary bonus. No. 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. WebPaul M. Montrone, Ph.D., received a BS in Accounting from the University of Scranton in 1962 and holds a Ph.D. in Finance, Economics and Operations Research from Columbia University. Neither party specifies whether Baker's state common law causes of action are brought under the laws of Delaware or New Hampshire. He is currently a Trustee of the Committee for Economic Development and on the boards as a director or emeritus director of The Metropolitan Opera, the Columbia University School of Business, the Foundation for the National Institutes of Health, Citizens Count, the New England Conservatory, and the Boston Symphony Orchestra. B. 30 at 20. See, e.g., Remy Amerique, Inc. v. Touzet Distrib., S.A.R.L., 816 F. Supp. From the get-go, in 2009, Baker charges he was subjected to a three-hour psychological evaluation to join the firm. Doc. 30 at 25-28. However, once his termination was categorized as for cause, his stake in both companies was forfeited. Realty Trust v. CC Enters., 147 N.H. 137, 141 (2001). No. See J. Cajigas & Assoc., PSC v. Municipality of Aguada, No. 30 at 30. Defendants argue that the first part of Baker's breach of fiduciary duty claim is arbitrable pursuant to the 2012 Arbitration Clause. No. Mot. Ann. 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. . 2d 755 (2002) (citation omitted). Under the terms of the 2016 Equity Agreements, if Baker had been terminated without cause, his interests in Perspecta Entities and Perspecta Investments would have accelerated and vested. See Zenon v. Guzman, 924 F.3d 611, 616 (1st Cir. 61-1 at 3. No. . We enforce federal competition and consumer protection laws that prevent anticompetitive, deceptive, and unfair business practices. Doc. In late 2015, Montrone informed Baker that the 2012 Equity Agreement would be terminated and replaced with a new and "much better" agreement. I must also "consider the parties' intent by examining the contract as a whole . We seek to partner with outstanding management teams to generate meaningful growth in value. Doc. LLCs may, however, disclaim those duties under the laws of both New Hampshire and Delaware. v. Waffle House, Inc., 534 U.S. 279, 294, 122 S. Ct. 754, 151 L. Ed. 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." Stat. No. 35-8 at 32 (emphasis added); Doc. 's Mem. To remedy this violation, Baker seeks an order compelling defendants to reinstate his profit units in Perspecta Equities and Perspecta Investments. I begin by describing the relationships among the institutional defendants and then turn to the agreements that serve as the basis for defendants' demand for arbitration. 30 at 13. Parties must first attempt to resolve a dispute through negotiation. Doc. 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His common law claims arise from a 2012 Equity Award and Admission Agreement ("2012 Equity Agreement") between Baker and Perspecta Holdings, Doc. . Robbins, 145 N.H. at 417-18 (quoting Butler v. Walker Power, Inc., 137 N.H. 432, 435 (1993)). 53-6 at 10, 11 (Plaintiff's citations to Delaware and New Hampshire law, respectively); Defs.' WebPaul Montrone, et al. The defendants in Mr. Bakers lawsuit deny any wrong doing with regard to his termination. Section 13.3.1 treats Section 13.4.9 as an alternative to arbitration rather than an aid in arbitration provision because it requires the company to determine whether a dispute involving the company "will be subject to arbitration in accordance with Section 13.4 or subject to adjudication pursuant to Section 13.4.9." In fact, however, Meister and Montrone intended that the new agreement would "purposely decrease the value of Baker's stake in Perspecta in anticipation of a planned, but undisclosed termination." 30 at 18. 35-8 at 33; Doc. Defendants argue that Baker's fraudulent inducement claim and parts of his fiduciary duty and unjust enrichment claims are subject to the 2012 Arbitration Clause. endobj
Equal Employment Opportunity Commission, getting a right to sue letter and filing suit on Oct. 6. F. Baker's Causes of Action. 
30 at 15. May 20, 2014)). Mr. Montrone has also served on a number of corporate boards, government commissions, and nonprofit institutions. 51 at 3. Katherine graduated from Wharton undergraduate in 1989 with a B.S.E and a dual concentration in Finance and International Business which lead to her overseas career in Tokyo and London with Salomon Brothers. 35-3 at 2. No. . We work to advance government policies that protect consumers and promote competition. 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. (citing Medina-Rivera v. MVM, Inc., 713 F.3d 132, 140-41 (1st Cir. Mem. I outline each of the pertinent claims below. stream
They must then turn to mediation if negotiation fails. WebPAUL MONTRONE (MANAGER) BALLENTINE PARTNERS, LLC: MASSACHUSETTS FOREIGN LIMITED-LIABILITY COMPANY (LLC) WRITE REVIEW: Address: 230 Third Ave. 6th Floor Waltham, MA 02451: Registered Agent: Kyle J. Schaffer: Filing Date: February 24, 2010: File Number: 271557796: Contact Us About The Company Profile For Ballentine 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. Scott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. No. 35-12 at 56. Cases and Proceedings; Premerger Notification Program; Merger Review; Anticompetitive Practices; Rulemaking; Statutes; Competition and Consumer Protection Guidance Documents See, e.g., Archer & White Sales, Inc. v. Henry Schein, Inc., 935 F.3d 274, 283-84 (5th Cir. No. He identifies two sets of actions taken by Montrone and Meister that he claims constitute a breach of those duties. 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. Read More About Trustmont. The First Circuit Court of Appeals has yet to identify the proper standard of review for a motion to compel arbitration. No. Baker alleges in Count VI that Montrone, Meister, and Perspecta Holdings fraudulently induced him to redeem his 20% profit interest in Perspecta Holdings. noy8XRlpAu|+@:. 2011) (quoting Heller v. Kiernan, No. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Key Principal:Paul Montrone See more contacts Industry:Lawn and Garden Equipment and Supplies Stores Full title:Scott Baker v. Paul Montrone, et al. Doc. However, please note that you are leaving the Kades-Margolis Corporate website. Corp. v. Twombly, 550 U.S. 544, 570, 127 S. Ct. 1955, 167 L. Ed. of Renewed Mot. 35-12 at 32 (emphasis added). No. No. Both LLC Agreements name New Hampshire in their choice-of-law provisions. He is presently Chairman of these entities. 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 . Annual shareholder returns at Wheelabrator under his leadership were 22% compounded. Paul M. Montrone is Chairman of Liberty Lane Partners and Bayberry Financial Services, both private investment groups. Annual shareholder returns at Wheelabrator under his leadership were 22 percent compounded. 
Bayberry Financial Services is part of the Credit Cards & Transaction Processing industry, and located in New Hampshire, United States. Mem. 2d 929 (2007)). No. No. The https:// ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely. Section 13.3.2 treats Section 13.4.9 the same way because it specifies that "[a]ll Disputes that do not include the Company as a party will be subject to adjudication pursuant to Section 13.4.9, unless all parties agree to arbitrate in accordance with Section 13.4." 30 at 16. 2011) ("[D]ue regard must be given to the federal policy favoring arbitration, and ambiguities as to the scope of the arbitration clause itself resolved in favor of arbitration."). Bayberry Financial Services. 30 at 5. Am. Section 13.4.9 provides, however, that: Following his May 2017 meeting with Montrone and Meister, Baker experienced what he refers to as "pressure . MEMORANDUM AND ORDER Scott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. Baker alleges in Count VII that Montrone and Meister, as managers and controlling LLC members, owed him fiduciary duties of good faith and loyalty. of Defs.' If mediation does not resolve the matter, and if the Company is party to the Dispute, the procedures specify that "[t]he company shall determine in its sole discretion whether the dispute will be subject to arbitration in accordance with Section 13.4 or subject to adjudication in accordance with Section 13.4.9." No. 35-8 at 32 (emphasis added); Doc. Baker alleges in Count IX that Perspecta Entities and Perspecta Investments were contractually obligated to grant him profit units as set forth in the 2016 Equity Agreements and that the vesting of those units should have accelerated upon his "without cause" termination. 30 at 32-33. This is so because Section 13.4.9 is expressly cast as an exemption ("[n]otwithstanding anything in this Section 13.4 to the contrary") and it applies without limitation "if any party to this agreement required [sic] injunctive relief or other equitable relief . No. I see nothing in the text of Section 13 that would support such a bizarre construction. Memo from Chair Lina M. Khan to commission staff and commissioners regarding the vision and priorities for the FTC. No. He has served on a number of corporate boards and many nonprofit institutions, especially the Metropolitan Opera, for which he was president and chief executive officer and is now president emeritus. Fax: (724) 468-5675, Investment Advisory Services offered through Trustmont Advisory Group, Inc.
For over a decade, Stocks Gained 7% First Quarter And Other Good Financial News, Stocks gained 7% in the first quarter of 2023, snapping a painful three-quarter losing streak and overcoming a sudden new, 200 Brush Run Road, Suite A 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. 35-8 at 56; Perspecta Investments LLC Agreement, Doc. (internal citation and quotation marks omitted). 30 at 4; Perspecta Holdings LLC Equity Award and Admission The suit also names Bayberry Financial Service Corp. and Liberty Lane Service Company LLC, two related firms also controlled by, Last-minute House amendments seek to shore up ed funding for poorer districts, UNH project testing use of regional softwood in mass timber construction, Keene affordable housing nonprofit eyes former community college site for housing, How NHs housing crisis is linked to availability of beds at psychiatric hospitals, People and Property: Real Estate and Construction News From Around NH, Business groups keep an eye on Thursdays NH House budget vote. 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. 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. 35-7, Doc. AllBiz Business Profile Background Search. 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 . Doc. 30 at 31. Our operating strategies are designed to generate above-market absolute-dollar returns through strategic realignment, organic growth initiatives, cash flow management and acquisitions. Doc. 3 0 obj
. Assoc., 146 N.H. 130, 133 (2001)); see also In re Verizon Ins. D. Restructuring of Baker's Interest. Doc. 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. 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. 50 at 10. No part of this order is dependent upon the affidavits themselves. These units vested at a rate of 25% per year, starting on December 31, 2016. WebScott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. 8%&L8B![u,))pMo=X|S|,Ig#lX|JV)n,{X\YZJ'nU$S\EEyO 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. Defendants base their demand for arbitration in part on the 2012 Arbitration Clause and in part on the somewhat differently worded arbitration clauses embedded in the 2016 Dispute Resolution Procedures. Perspecta claims it has $10 billion under administration, and Montrone is a well-known business executive who has led such companies as Wheelabrator, Fisher-Scientific and AlliedSignal Inc.. 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. Mot. Lina M. Khan was sworn in as Chair of the Federal Trade Commission on June 15, 2021. @CEDUpdate 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. A. Oct. 31, 2019) ("Unjust enrichment is the unjust retention of a benefit to the loss of another, or the retention of money or property of another against the fundamental principles of justice or equity and good conscience.") 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. $932.5 billion. Mr. Montrone was CEO of Fisher Scientific International Inc. from its initial public offering in 1991 until its merger with Thermo Electron in 2006, forming Thermo Fisher Scientific Inc. Over this period, the equity value of Fisher increased from approximately $200 million to $12 billion, and the annual return to shareholders was 26 percent compounded. No. Doc. to Compel Arbitration, Doc. 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. No. No. Doc. 35-8 at 35-36, Doc. Initial Hiring and Employment. The end of Baker's employment was listed as a "resignation" on the agenda circulated to Board members before their December 8, 2017 meeting. "); Dialysis Access Ctr. In my view, "[i]f the answer is apparent on the face of the complaint, the Rule 12(b)(6) standard will suffice. 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." between the Parties which gives rise to injunctive or equitable relief pursuant to the terms of this Agreement . Once the transaction completes, Perspecta will be rebranded as Jordan Park Trust Company. No. No. B. Arbitrability of disputes under the 2016 Equity Agreements. Reply to Pl. <>/Metadata 1431 0 R/ViewerPreferences 1432 0 R>>
Fisher Scientific International Inc. Retired Chairman and CEO (merged now Thermo Fisher Scientific) My wife and business partner, Anne, has been with Kades Margolis since 1999. Doc. WebBloomsburg, PA. <>/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>>
30 at 8. 17 C 2066, 2017 WL 2720433, at *1 (N.D. Ill. June 23, 2017); Davis v. SEVA Beauty, LLC, C17-547 TSZ, 2017 U.S. Dist. No. This would require me to interpret, at minimum, Sections 1(c) and 4 of the 2012 Agreement. Sys. 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. 35-3 at 14. No. No. Court:UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE, Paul J. Barbadoro United States District Judge. In re Liquidation of Home Ins. 30 at 1. When he refused, he was told at a Dec. 8 board meeting that his employment was ending, with no reason given. 51 at 2-3. 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 wife's battle with cancer and his daughter's mental health issues. . Meister conceded that as of December 8, 2017, Perspecta considered Baker's termination to be "without cause," but that Perspecta changed Baker's termination to "for cause" as defined in the 2016 Equity Agreements following Baker's initiation of proceedings with the Equal Employment Opportunity Commission ("EEOC") and the New Hampshire Human Rights Commission ("HRC"). WebEmray Care Services Business Data. 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. One thousand of Baker's Class B units vested immediately upon execution of the Agreement, with the remainder vesting at a rate of 500 units annually until his interest fully vested on January 1, 2015. Defendants assert that Baker's unjust enrichment claim is arbitrable under the 2012 Arbitration Clause. His principal claims are based on the Americans with Disabilities Act of 1990 ("ADA"), 42 U.S.C. Baker understood this to mean that his Class B profit interests would be replaced with Class A capital interests. Perspecta Entities LLC Agreement, Doc. Paul Montrone and Paul Meister are the companys co-founders. to Compel Arbitration, Doc. UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE. No. %PDF-1.7
In January, Baker filed a complaint with the NH Human Rights Commission and the U.S. Doc. [and that a]dditional grants would be considered in the future on a periodic basis as recommended by the Compensation Committee." 1804 White Cedar Blvd, Portsmouth, New Hampshire, 03801-6554. 4 entities through Bayberry BP LLC and Woburn BP LLC.2 Doc. Doc. 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. News; Weather; Sports; Commute; Food; Culture; Travel; Events; All Doc. WebYour Trusted Partner Since 1986. See, e.g., Pl. Doc. 1982) (same). 30 at 13. 30 at 31. 2d 417 (2013) (internal quotation marks omitted). January 10, 2020. 30 at 28-30. No. Doc. 1484-K, 2002 WL 385545, at *3 (Del. 30 at 20. 1989). No. 35-11 at 3. Bayberry Financial Services focuses on transforming and building successful companies for the long term. 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. 30 at 4; Perspecta Holdings LLC Equity Award and Admission Agreement, Doc. of Law in Support of Mot. . The parties also reference "affidavits" in their pleadings, which in some circumstances must be evaluated under the summary judgment standard, but the function of these affidavits is merely to provide the court with copies of the relevant agreements, the authenticity of which is not disputed by either party. No. Ann. Credit Cards & Transaction Processing, Finance, 1 Liberty Ln E Ste 100, Hampton, New Hampshire, 03842, United States. By continuing to use this Site or by clicking "OK", you consent to the use of cookies.OK. WebFor more than three decades, Mr. Montrone has directed the development of a number of businesses. The slight difference in the descriptions of the corporate structure has no bearing on my analysis or decision of this motion. 30 at 28-30. 30 at 19. Baker says he had no negative performance evaluation, and in April 2017 the board awarded him a discretionary bonus. No. 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. WebPaul M. Montrone, Ph.D., received a BS in Accounting from the University of Scranton in 1962 and holds a Ph.D. in Finance, Economics and Operations Research from Columbia University. Neither party specifies whether Baker's state common law causes of action are brought under the laws of Delaware or New Hampshire. He is currently a Trustee of the Committee for Economic Development and on the boards as a director or emeritus director of The Metropolitan Opera, the Columbia University School of Business, the Foundation for the National Institutes of Health, Citizens Count, the New England Conservatory, and the Boston Symphony Orchestra. B. 30 at 20. See, e.g., Remy Amerique, Inc. v. Touzet Distrib., S.A.R.L., 816 F. Supp. From the get-go, in 2009, Baker charges he was subjected to a three-hour psychological evaluation to join the firm. Doc. 30 at 25-28. However, once his termination was categorized as for cause, his stake in both companies was forfeited. Realty Trust v. CC Enters., 147 N.H. 137, 141 (2001). No. See J. Cajigas & Assoc., PSC v. Municipality of Aguada, No. 30 at 30. Defendants argue that the first part of Baker's breach of fiduciary duty claim is arbitrable pursuant to the 2012 Arbitration Clause. No. Mot. Ann. 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. . 2d 755 (2002) (citation omitted). Under the terms of the 2016 Equity Agreements, if Baker had been terminated without cause, his interests in Perspecta Entities and Perspecta Investments would have accelerated and vested. See Zenon v. Guzman, 924 F.3d 611, 616 (1st Cir. 61-1 at 3. No. . We enforce federal competition and consumer protection laws that prevent anticompetitive, deceptive, and unfair business practices. Doc. In late 2015, Montrone informed Baker that the 2012 Equity Agreement would be terminated and replaced with a new and "much better" agreement. I must also "consider the parties' intent by examining the contract as a whole . We seek to partner with outstanding management teams to generate meaningful growth in value. Doc. LLCs may, however, disclaim those duties under the laws of both New Hampshire and Delaware. v. Waffle House, Inc., 534 U.S. 279, 294, 122 S. Ct. 754, 151 L. Ed. 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." Stat. No. 35-8 at 32 (emphasis added); Doc. 's Mem. To remedy this violation, Baker seeks an order compelling defendants to reinstate his profit units in Perspecta Equities and Perspecta Investments. I begin by describing the relationships among the institutional defendants and then turn to the agreements that serve as the basis for defendants' demand for arbitration. 30 at 13. Parties must first attempt to resolve a dispute through negotiation. Doc. 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