Bayberry Financial Services. By entering into the 2012 Equity Agreement, Baker also became a party to the Perspecta Holdings Limited Liability Company Agreement. See Wilson v. HSBC Mortg. 30 at 4. In January, Baker filed a complaint with the NH Human Rights Commission and the U.S. For many years, Mr. Montrone also participated in healthcare policy matters at the national level. 2d 417 (2013) (internal quotation marks omitted). Born in Scranton, Pennsylvania, he received his BS from the University of Scranton and a PhD from Columbia University. First, he alleges that Montrone and Meister breached their fiduciary duties by inducing Baker to redeem his Perspecta Holdings profit interest at an unreasonably low price, freeze him out of the business, and ultimately terminate him. View Bob's Specialties. No. 2019) (applying Rule 12(b)(6) standard to an affirmative defense). . Court:UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE, Paul J. Barbadoro United States District Judge. Doc. 16-cv-507-SM, 2018 WL 4697578, at *1 (D.N.H. 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. News; Weather; Sports; Commute; Food; Culture; Travel; Events; All My wife and business partner, Anne, has been with Kades Margolis since 1999. N.A.A.P. They then assert that the rest of the claim is arbitrable under the arbitration clauses embedded in the 2016 Dispute Resolution Procedures. Baker claims that he relied on Montrone's representations that the new equity award would be superior to the 2012 Equity Agreement and he asserts that he would not have redeemed his interest in Perspecta Holdings if he had known the content of the 2016 Equity Agreements. 35-4 at 19. As a preliminary matter, I note that Baker's argument is based upon the mistaken assumption that only claims that require the enforcement or interpretation of the LLC Agreement are subject to the 2012 Arbitration Clause. For more information on howCEDcollects and uses personal data, please visit ourprivacy policy. . Bibliographical Information Back to home page. 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. Servs., Inc., 744 F.3d 1, 7 (1st Cir. Doc. No. No. Corp., 460 U.S. 1, 24-25, 103 S. Ct. 927, 74 L. Ed. Ch. No. 213 (S.D.N.Y. In any event, I follow the 12(b)(6) standard and assume the truth of Baker's well pleaded factual assertions. v. RMS Lifeline, Inc., 638 F.3d 367, 376 (1st Cir. . Exp. Doc. Our team of experienced trust and financial industry leaders are dedicated to meet our clients unique needs. However, please note that you are leaving the Kades-Margolis Corporate website. 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. WebYour Trusted Partner Since 1986. Realty Trust v. CC Enters., 147 N.H. 137, 141 (2001). 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. He is presently Chairman of these entities. 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. 35-3 at 14. The agent name for this business is: Burke, Steven M, Esq. Doc. to Defs.' No. ." WebPAUL M. MONTRONE. No. Doc. 51-3 at 10, 13 (Defendants' citations to Delaware and New Hampshire law, respectively). 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." 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. 1982) (same). 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. Doc. to resign." to Compel Arbitration, 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. Once the transaction completes, Perspecta will be rebranded as Jordan Park Trust Company. Born in Scranton, Pa., Mr. Montrone was graduated magna cum laude from the University of Scranton and holds a Ph.D. from Columbia University. No. They own their interest in Ballentine Partners "Absent ambiguity, the parties' intent will be determined from the plain meaning of the language used in the contract." 1804 White Cedar Blvd, Portsmouth, New Hampshire, 03801-6554. WebView the profiles of professionals named "Montrone" on LinkedIn. 30 at 18. No. 30 at 4; Perspecta Holdings LLC Equity Award and Admission Agreement, Doc. 35-3 at 14. Find your B2B customer within minutes using affordable, accurate contact data from Datanyze. The suit also names Bayberry Financial Service Corp. and Liberty Lane Service Company LLC, two related firms also controlled byMontroneandMeister. 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.
35-8 at 31; Doc. 51 at 3. Perspecta Entities LLC Agreement, Doc. No. 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. F. Baker's Causes of Action. Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. 35-1 at 2. No. 35-12 at 35-36. No. Am. Doc. 2d 868 (2009) (quoting Bell Atl. Only the common law claims are subject to the motion to compel arbitration. 30 at 30. In 2010, two clients of the firm, Mr. Paul Montrone and Mr. Paul Meister, acquired an interest in Ballentine Partners, LLC. Mot. . See Gray v. First NH Banks, 138 N.H. 279, 283 (1994) (citing Restatement (Second) of Torts 525 (1977)); Harman v. Masoneilan International, Inc., 442 A.2d 487, 499 (Del. Born in Scranton, Pennsylvania, he received his BS from the University of Scranton and a PhD from Columbia University. 35-3 at 2. Doc. 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. Paul Montrone and Paul Meister are long-time business partners and well-known private investors. 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. noy8XRlpAu|+@:. 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. 13-1359 (JAF), 2014 WL 320653, at * 2 (D.P.R. Our operating strategies are design ed to generate above-market absolute-dollar returns through strategic realignment, organic growth initiatives, cash flow management and acquisitions. No. of Law in Support of Mot. Class A Units represent capital interests and Class B Units represent profit interests. We seek to partner with outstanding management teams to generate meaningful growth in value. Stat. B. Arbitrability of disputes under the 2016 Equity Agreements. Counts I-V describe alleged violations of the ADA and Section 354-A. . [and that a]dditional grants would be considered in the future on a periodic basis as recommended by the Compensation Committee." Defs.' 30 at 3-4. Am. Doc. Baker understood this to mean that his Class B profit interests would be replaced with Class A capital interests. No. No. 1989). No. Because defendants' argument remains undeveloped, I decline to consider it. Baker's employment discrimination claims arise from his joint employment as "Principal" and later as President of Perspecta Trust, Liberty Lane, and Bayberry Financial (collectively "Perspecta"). 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. No. 50 at 10. Before sharing sensitive information, make sure youre on a federal government site. They must then turn to mediation if negotiation fails. No. Doc. Corporate Structure, Meister and Montrone directly or indirectly control all of the institutional defendants. 30 at 32-33. 35-8 at 35-36, Doc. 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. 51 at 2. Follow up on Reply on 5/15/2019. Scott Baker has sued Paul Montrone, Paul Meister, Perspecta Holdings LLC, and several related entities. Assoc., 146 N.H. 130, 133 (2001)); see also In re Verizon Ins. v. Mercury Constr. 35-8 at 56; Perspecta Investments LLC Agreement, Doc. I joined Kades Margolis in 1997. 35-7, Doc. By referring to Baker's claims as "so-called 'Equity Claims,'" defendants also appear to contest whether the relief Baker seeks is truly equitable in nature. 304-C:108, 304-C:110 (imposing default duties of care and loyalty); Feely v. 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