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. 30 at 31. Doc. 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. We enforce federal competition and consumer protection laws that prevent anticompetitive, deceptive, and unfair business practices. These units vested at a rate of 25% per year, starting on December 31, 2016. Defendants argue that Baker's remaining claims are subject to the arbitration clauses embedded in the 2016 Dispute Resolution Procedures. 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. Mr. Baker was removed as president after it was determined that he was not providing the management and performance expected of him in his position.. I joined Kades Margolis in 1997. Doc.

Opinion No. to Compel Arbitration, Doc. No. No. No. Section 5.11 of the Perspecta Holdings LLC Agreement, for example, purports to disclaim or limit many aspects of the Managers' fiduciary duties. Search the Legal Library instead. 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 chief financial officer 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 US Army. No. 35-8 at 31; Doc. 35-1 at 4. Credit Cards & Transaction Processing, Finance, 1 Liberty Ln E Ste 100, Hampton, New Hampshire, 03842, United States. . Section 13.4.9 provides, however, that: Following his May 2017 meeting with Montrone and Meister, Baker experienced what he refers to as "pressure . No. Both Delaware and New Hampshire have adopted the Restatement's definition of fraudulent inducement. 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. Find legal resources and guidance to understand your business responsibilities and comply with the law. In their Reply to Baker's Objection to the first Motion to Compel Arbitration, Defendants argued cursorily that, because the arbitration clauses incorporate the American Arbitration Association ("AAA") Commercial Arbitration Rules, the question of arbitrability was arguably one for the arbitrator and not for the courts. No. No. Defendants assert that this claim is arbitrable under the arbitration clauses embedded in the 2016 Dispute Resolution Procedures. However, once his termination was categorized as for cause, his stake in both companies was forfeited. Doc. They must then turn to mediation if negotiation fails. The suit was filed in U.S. District court in Concord at the end of last week. 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. 1986), they are entitled to prevail only if the facts establishing their right to arbitration are clear on the face of the complaint and any other documents that a court may consider when ruling on a Rule 12(b)(6) motion. 35-8 at 31; Doc. No. Court:UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE, Paul J. Barbadoro United States District Judge. In any event, the present case is distinguishable because the 2016 Dispute Resolution Procedures do not include a comprehensive arbitration clause. To remedy this violation, Baker seeks an order compelling defendants to reinstate his profit units in Perspecta Equities and Perspecta Investments. of Law in Supp. 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. No. The company also works with families to develop and manage family trust companies. 8%&L8B![u,))pMo=X|S|,Ig#lX|JV)n,{X\YZJ'nU$S\EEyO We seek to partner with outstanding management teams to generate meaningful growth in value. Rather, the redemption was the product of an independent agreement between Montrone and Meister (as managers of Perspecta Holdings) and Baker. Doc. His current other non-profit boards include the New England Conservatory, the Boston Symphony Orchestra, and the Columbia University Graduate School of Business. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. 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." Dist., 159 N.H. 206, 210 (2009) (emphasis omitted) (quoting Kowalski v. Cedars of Portsmouth Condo. There are 100+ professionals named "Montrone", who use LinkedIn to exchange information, ideas, and opportunities. No. 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. No. An official website of the United States government. 51, is granted with respect to Count VI against Montrone, Meister, and Perspecta Holdings; Count VII against Montrone and Meister for claims arising under the 2012 Equity Award; and Count VIII against Perspecta Holdings. A. Arbitrability of disputes under the 2012 Equity Agreement. F. Baker's Causes of Action. 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. to Compel Arb., Doc. 213 (S.D.N.Y. 30 at 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"). (603) 422-8868. Thus, Baker's unjust enrichment claim against Perspecta Holdings is within the scope of the arbitration clause and must be arbitrated. No. 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. 30 at 20. 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. 51-3 at 10, 13 (Defendants' citations to Delaware and New Hampshire law, respectively). Clapp v. Goffstown Sch. Annual shareholder returns at Wheelabrator under his leadership were 22% compounded. Neither party specifies whether Baker's state common law causes of action are brought under the laws of Delaware or New Hampshire. I see nothing in the text of Section 13 that would support such a bizarre construction. B. 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. 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. No. . LLCs may, however, disclaim those duties under the laws of both New Hampshire and Delaware. No. 35-3 at 14. Ann. WebKatherine is a Director of Investments at family office, Bayberry Financial Services. "); Dialysis Access Ctr. WebPAUL M. MONTRONE. % 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. Dialysis Access Center, 638 F.3d at 375. He also has successfully helped push the . Both parties cite freely to both states' laws. 1993); Info. The suit also names Bayberry Financial Service Corp. and Liberty Lane Service Company LLC, two related firms also controlled byMontroneandMeister. Doc. WebFor more than four decades, Paul M. Montrone has directed the development of a number of businesses in a diverse set of industries. 2d 929 (2007)). No. No. New York, NY 10022-6600|Map, SITE POWERED BY EXPRESSION ENGINE | 2023. Under both New Hampshire and Delaware law, LLC managers owe fiduciary duties by default. Find your B2B customer within minutes using affordable, accurate contact data from Datanyze. 1:14-cv-8741-GHW, 2015 WL 5294790, at *7 (S.D.N.Y. Restatement (Second) of Torts 525 (1977). 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 Read More 30 at 30. <> 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. "Unjust enrichment is an equitable remedy, found where an individual receives 'a benefit which would be unconscionable for him to retain.'" 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. At the December 8, 2017 Board meeting, Baker alleges he was told that his employment was "ending," with no indication whether the termination was for cause or without cause. Mot. Fax: (724) 468-5675, Investment Advisory Services offered through Trustmont Advisory Group, Inc. Reply to Pl. 2019) (applying Rule 12(b)(6) standard to an affirmative defense). Doc. Before sharing sensitive information, make sure youre on a federal government site. 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. Our operating strategies are designed to generate above-market absolute-dollar returns through strategic realignment, organic growth initiatives, cash flow management and acquisitions. 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). 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. Doc. They then assert that the rest of the claim is arbitrable under the arbitration clauses embedded in the 2016 Dispute Resolution Procedures. Annual sales increased from $760 million in 1991 to approximately $6.0 billion in 2006. Corp. v. Twombly, 550 U.S. 544, 570, 127 S. Ct. 1955, 167 L. Ed. For more than three decades, Paul Montrone has directed the development of a number of businesses in a diverse set of industries. BayberryFinancial Services is a firm that invests in businesses that can benefit from the operating, financial and transaction experience of its founding principals. Sys. 30 at 15. 51 at 2-3. Doc. See Moses H. Cone Memorial Hosp. 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. to Defs.' In 2010, two clients of the firm, Mr. Paul Montrone and Mr. Paul Meister, acquired an interest in Ballentine Partners, LLC. No. No. 13-cv-489-PB, 2014 WL 2106555, at *3 (D.N.H. 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. Our Credit Counseling is a free service where well teach you sound methods of managing your money so you can avoid financial problems. Doc. Full title:Scott Baker v. Paul Montrone, et al. noy8XRlpAu|+@:. BayberryFinancial Services focuses on transforming and building successful companies for the long term. 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. 35-3 at 3-4. v. Mercury Constr. The motion is denied with respect to Count VII against Montrone and Meister for claims arising under the 2016 Equity Award; Count VIII against Perspecta Entities and Perspecta Investments; and Count IX against Perspecta Entities and Perspecta Investments.

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