Baraliu v. Capital

• Decision Date: 06 January 2011
• Docket Number: No. 07 Civ. 4626(MHD).,07 Civ. 4626(MHD).
• Citation: 765 F.Supp.2d 289
• Parties: Bleron BARALIU, Plaintiff,v.VINYA CAPITAL, L.P. and Michael Desa, Defendants.
• Court: U.S. District Court — Southern District of New York

765 F.Supp.2d 289

Bleron BARALIU, Plaintiff,

v.VINYA CAPITAL, L.P. and Michael Desa, Defendants.

No. 07 Civ. 4626(MHD).

United States District Court, S.D. New York.

Jan. 6, 2011.

Alfred J. Smith, Jr., Alfred J. Smith, Jr. Esq., Stamford, CT, for Plaintiff and Counter Defendant.Morlan Ty Rogers, Vandenberg & Feliu, LLP, New York, NY, Tani E. Sapirstein, Sapirstein & Sapirstein, PC, Springfiled, MA, for Defendants.

MEMORANDUM & ORDER

MICHAEL H. DOLINGER, United States Magistrate Judge.

Before the court is defendants' motion for summary judgment on plaintiff's remaining claims for breach of his employment contract with defendants. For the reasons that follow, the motion is granted.

PROCEDURAL HISTORY

Plaintiff Bleron Baraliu (“Baraliu”) originally filed this lawsuit in the United States District Court for the District of Connecticut in August 2006 against defendants Vinya Capital, L.P. (“Vinya”), a hedge fund management company, and Michael deSa (“deSa”), the manager and owner of Vinya. Baraliu v. Vinya Capital, L.P., 2007 WL 1346918, at *1 (D.Conn. May 7, 2007). On May 7, 2007, Judge Alfred V. Covello, U.S.D.J., granted defendants' motion to the extent of transferring the entire action to the Southern District of New York on the basis of a forum-selection clause contained in Baraliu's employment contract, but did not address the remaining aspects of defendants' motion to dismiss. Id. at *2–*4; see also Pl.'s Ex. 1 at ¶ 13; Defs.' Ex. C at ¶ 13.

Following transfer to this Court, on October 5, 2007 plaintiff filed an amended complaint. This complaint fleshed out the plaintiff's factual narrative and contained some slight revisions to his original claims which are largely irrelevant here. ( See Am. Compl. ¶¶ 10–54). Defendants moved to dismiss all of plaintiff's claims except Counts Three and Four, both of which seek damages for defendants' alleged breach of plaintiff's employment contract with Vinya. On March 31, 2009, all parties having consented to my exercise of plenary jurisdiction under 28 U.S.C. § 636(c), we granted defendants' motion in its entirety. Baraliu v. Vinya Capital, L.P., 2009 WL 959578, at *1 (S.D.N.Y. Mar. 31, 2009). The parties then conducted discovery on the remaining two breach-of-contract claims, both of which stem from defendants' alleged failure to pay plaintiff various forms of bonus compensation to which he claims to be entitled.

Count Three refers specifically to a bonus payment of $500,000, payable on an unspecified date. (Am. Compl. at ¶¶ 21–26). Count Four refers to a bonus granted in the form of a 2.5% ownership stake in Vinya itself, along with the right to purchase an additional 7.5% stake. ( Id. at ¶¶ 27–32). Baraliu values this claimed 10% of Vinya at $1,000,000. ( Id. at ¶ 32). The Amended Complaint avers that Vinya and deSa promised to pay Baraliu these bonuses in order to induce him to stay at Vinya through 2005 while several high-ranking employees were leaving the company, which eventually failed. ( See Am. Compl. at ¶¶ 21, 27, 30).

At the close of discovery, defendants moved for summary judgment on both claims on the basis that plaintiff's written employment contract did not require payment of the bonuses.

STANDARD OF REVIEWA. Summary–Judgment Standards

Before addressing defendants' summary-judgment motion, we summarize the pertinent standards for assessing such a motion. The court may enter summary judgment only if it concludes that there is no genuine dispute as to the material facts and that, based on the undisputed facts, the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); see, e.g., Celotex Corp. v. Catrett, 477 U.S. 317, 322–23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986); Feingold v. New York, 366 F.3d 138, 148 (2d Cir.2004). “An issue of fact is ‘material’ for these purposes if it ‘might affect the outcome of the suit under the governing law [while] [a]n issue of fact is ‘genuine’ if ‘the evidence is such that a reasonable jury could return a verdict for the nonmoving party.’ ” Shade v. Hous. Auth. of the City of New Haven, 251 F.3d 307, 314 (2d Cir.2001) (quoting Anderson v. Liberty Lobby, Inc. 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). It is axiomatic that the responsibility of the court in deciding a summary-judgment motion “is not to resolve disputed issues of fact but to assess whether there are any factual issues to be tried, while resolving ambiguities and drawing reasonable inferences against the moving party.” Knight v. U.S. Fire Ins. Co., 804 F.2d 9, 11 (2d Cir.1986); see, e.g., Ricci v. DeStefano, ––– U.S. ––––, 129 S.Ct. 2658, 2677, 174 L.Ed.2d 490 (2009); Anderson, 477 U.S. at 255, 106 S.Ct. 2505; Howley v. Town of Stratford, 217 F.3d 141, 150–51 (2d Cir.2000).

The party moving for summary judgment bears the initial burden of informing the court of the basis for its motion and identifying those portions of the “pleadings, the discovery and disclosure materials on file, and any affidavits” that demonstrate the absence of a genuine issue of material fact. Fed.R.Civ.P. 56(c); see, e.g., Celotex, 477 U.S. at 323, 106 S.Ct. 2548; Koch v. Town of Brattleboro, 287 F.3d 162, 165 (2d Cir.2002). If the non-moving party has the burden of proof on a specific issue, the movant may satisfy its initial burden by demonstrating the absence of evidence in support of an essential element of the non-moving party's claim. See, e.g., Celotex, 477 U.S. at 322–23, 325, 106 S.Ct. 2548; PepsiCo, Inc. v. Coca–Cola Co., 315 F.3d 101, 105 (2d Cir.2002); Goenaga v. March of Dimes Birth Defects Found., 51 F.3d 14, 18 (2d Cir.1995). If the movant fails to meet its initial burden, however, the motion will fail even if the opponent does not submit any evidentiary materials to establish a genuine factual issue for trial. See, e.g., Adickes v. S.H. Kress & Co., 398 U.S. 144, 160, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970); Giannullo v. City of New York, 322 F.3d 139, 140–41 (2d Cir.2003).

If the moving party carries its initial burden, the opposing party must then shoulder the burden of demonstrating a genuine issue of material fat. See, e.g., Beard v. Banks, 548 U.S. 521, 529, 126 S.Ct. 2572, 165 L.Ed.2d 697 (2006); Celotex, 477 U.S. at 323–24, 106 S.Ct. 2548; Santos v. Murdock, 243 F.3d 681, 683 (2d Cir.2001). In doing so, the opposing party cannot rest “merely on allegations or denials” of the factual assertions of the movant, Fed.R.Civ.P. 56(e); see, e.g., Goldstein v. Hutton, Ingram, Yuzek, Gainen, Carroll & Bertolotti, 374 F.3d 56, 59–60 (2d Cir.2004), nor can he rely on his pleadings or on merely conclusory factual allegations. See, e.g., Weinstock v. Columbia Univ., 224 F.3d 33, 41 (2d Cir.2000). He must also “do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986); see also Woodman v. WWOR–TV, Inc., 411 F.3d 69, 75 (2d Cir.2005). Rather, he must present specific evidence in support of his contention that there is a genuine dispute as to the material facts. See, e.g., Celotex, 477 U.S. at 324, 106 S.Ct. 2548; Scotto v. Almenas, 143 F.3d 105, 114 (2d Cir.1998); Rexnord Holdings, Inc. v. Bidermann, 21 F.3d 522, 526 (2d Cir.1994). This requirement cannot be satisfied by statements made “upon information and belief.” Khan v. Douglas Machine & Tool Co., Inc., 661 F.Supp.2d 437, 449 (S.D.N.Y.2009) (citing Patterson v. County of Oneida, N.Y., 375 F.3d 206, 219 (2d Cir.2004)).

B. Assessment of Defendants' Motion1. The Pertinent Facts

Baraliu and Vinya executed an employment agreement on August 24, 2004 (the “Original Agreement”). (Defs.' Statement of Undisputed Material Facts Pursuant to Local Rule 56.1 (“Defs.' Rule 56.1 Statement”), at ¶ 3, Sept. 14, 2009; ¹ see also Pl.'s Ex. 1, Defs.' Ex. C). Defendant deSa signed the Original Agreement; the signature block states that it was signed by deSa as the Managing Member of Vinya Management LLC, which was the general partner of Vinya. ( See Pl.'s Ex. 1, Defs.' Ex. C). This agreement provided that plaintiff would be employed by Vinya as a Foreign Exchange/Emerging Markets trader, beginning on September 7, 2004. (Pl.'s Ex. 1 at ¶ 1; Defs.' Ex. C at ¶ 1; Defs.' Rule 56.1 Statement at ¶ 3.). Baraliu's employment with Vinya was, according to the express terms of the Original Agreement, at-will. (Pl.'s Ex. 1 at ¶ 3; Defs.' Ex. C at ¶ 3) (“Either of us is free to determine that you should no longer be employed by Vinya and terminate your employment, which is ‘at will.’ ... Vinya is free to ask you to leave and terminate your employment, at any time, with or without cause.”).²

According to the terms of the Original Agreement, plaintiff's initial base salary was set at $175,000 per year. (Pl.'s Ex. 1 at ¶ 2; Defs.' Ex. C at ¶ 2). He was to receive a guaranteed bonus of $50,000 “upon commencement of [his] employment with Vinya” and another guaranteed bonus of $100,000, “to be paid on July 1st, 2005.” (Pl.'s Ex. 1 at ¶ 2; Defs.' Ex. C at ¶ 2). This was the extent of Baraliu's guaranteed compensation in the Original Agreement. The same paragraph did, however, leave open the possibility of additional bonus compensation, stating that “[Baraliu] will also be entitled to such incentive compensation for calendar year 2005 (payable, if awarded, in the first quarter of 2006) as may be awarded to [him] in the sole discretion of Vinya.” (Pl.'s Ex. 1 at ¶ 2; Defs.' Ex. C at ¶ 2). This provision also stated, however, that “[n]o incentive compensation shall be due [to Baraliu] unless and until awarded in writing by Vinya, in its sole and absolute discretion.” (Pl.'s Ex. 1 at ¶ 2; Defs.' Ex. C at ¶ 2).

The Original Agreement contains a merger clause, which states that it represents the entire agreement between Baraliu and Vinya, “other than with respect to any incentive or deferred compensation or profit participation arrangements [Baraliu] may enter into with Vinya ...