SPI Holdco, LLC v. Mookerji

• Decision Date: 14 October 2021
• Docket Number: A21A0923,A21A0922
• Parties: SPI HOLDCO, LLC, et al v. MOOKERJI; and vice versa.
• Court: Georgia Court of Appeals

SPI HOLDCO, LLC, et al v. MOOKERJI; and vice versa.

Nos. A21A0922, A21A0923

Court of Appeals of Georgia, Fourth Division

October 14, 2021

DILLARD, P. J., MERCIER and PINSON, JJ.

DILLARD, PRESIDING JUDGE

In Case No. A21A0922, SPI Holdco, LLC and Software Paradigms International Group, LLC^[1] appeal the trial court's judgment awarding Siddhartha Mookerji-SPIG and SPI Holdco's former global chief executive officer-employment incentive payments totaling $5, 400, 000 and a Tesla of his choosing. Specifically, these defendants argue that the trial court (1) applied the wrong methodology in determining the amount of incentive payments Mookerji was entitled to receive under the employment agreement and related documents; (2) ignored its own findings that there was no meeting of the minds as to the essential elements of the contract provisions at issue; and (3) erroneously concluded that Mookerji is entitled to a Tesla under the employment agreement.

In Case No. A21A0923, Mookerji's cross appeal, he contends that the trial court erred by denying his pretrial motion for summary judgment and granting, in part, the defendants' motion for same. Specifically, Mookerji argues that the trial court (1) erred in granting summary judgment to the defendants as to his claim that they owed him a $1, 000, 000 severance payment under his employment agreement; and (2) abused its discretion in denying his motion to amend the pretrial order to add a claim that the defendants owed him 30 days' salary. For the reasons set forth infra we affirm in both cases.^[2]

Case No. A21A0922 - The Bench Trial

Viewing the evidence in the light most favorable to the trial court's judgment, ^[3]the record shows that, in 1994, Mookerji and his wife founded Software Paradigms International, Inc. and were the company's first two employees. In the years that followed, this business grew into a multi-national information technology services and solutions provider for retailers around the globe. Then, on May 14, 2015, Mookerji formed SPI Holdco for the purpose of selling an interest in SPIG-one of its subsidiaries-to Tower Arch Capital, a private equity investor.^[4]

On May 15, 2015, Mookerji entered into a three-year written employment agreement with SPI Holdco and SPIG to serve as their global chief executive officer. It is undisputed that Mookerji was not involved in negotiating the employment agreement, but instead, authorized Thomas Delbrook-his company's chief financial officer-to negotiate the terms of the contract with two Tower Arch corporate representatives, Rhett Neuenschwander and David Topham. Thereafter, on May 22, 2015, Tower Arch purchased a controlling interest in SPI Holdco. And on the same day, Mookerji signed SPI Holdco's operating agreement (the "2015 operating agreement"). In addition to his employment, Mookerji maintained an approximately 48 percent ownership interest in SPI Holdco. And while the term of employment provided for in the employment agreement expired in May 2017, the defendants terminated Mookerji's employment early on September 8, 2016. It is undisputed that this termination was without cause.

Thereafter, on November 23, 2016, Mookerji filed a complaint against the defendants, alleging claims for breach of contract, breach of implied covenant of good faith and fair dealing, and attorney fees. Specifically, Mookerji contended that his termination violated the employment agreement because it occurred prior to the expiration of the term set forth in the agreement and it was done without cause or proper notice. Mookerji also alleged that SPIG and SPI Holdco failed to pay him certain incentive compensation and other benefits-including a Tesla of his choosing-that he is owed under his employment agreement.

Discovery ensued, and the parties eventually proceeded to a bench trial.^[5]Following trial, the court issued a detailed and thorough final judgment, finding, in relevant part, that (1) under Section 3.3 of the employment agreement, Mookerji was entitled to $5, 400, 000 in incentive payments for the years 2015 and 2016; (2) he was entitled to a Tesla of his choosing under Section 3.4 of the agreement; but (3) he was not entitled to attorney fees and litigation expenses. This appeal follows.

In reviewing a bench trial, we view the evidence in "the light most favorable to the trial court's rulings, defer to the trial court's credibility judgments, and will not set aside the trial court's factual findings unless they are clearly erroneous."^[6] Indeed, the court is the trier of fact in a bench trial, and "its findings will be upheld on appeal if there is any evidence to support them."^[7] Bearing these guiding principles in mind, we turn to the defendants' specific claims of error.

1. In their first two claims of error, the defendants argue that the trial court erred in concluding that the methodology used to calculate "Adjusted EBITDA"^[8]-defined infra-for purposes of Section 3.3 of the employment agreement includes revenue attributable to acquisitions SPI Holdco made after that agreement was executed in May 2015 ("future acquisitions"). They further contend that, relying on this improper method, the court erroneously awarded Mookerji $5, 400, 000 in incentive payments provided for in Section 3.3. Finally, they argue that the trial court also erred in ignoring its own finding that there was no meeting of the minds between the parties as to the conditions under which Mookerji would receive such payments. We disagree.

It is well established that the construction of a contract is "a question of law for the court, "^[9] involving three analytical steps:

The first step is to decide whether the language of the contract is clear and unambiguous. If so, the contract is enforced according to its plain terms, and the contract alone is looked to for meaning. Second, if the language of the contract is ambiguous in some respect, the rules of contract construction must be applied by the court to resolve the ambiguity. And finally, if ambiguity remains after applying the rules of construction, the issue of what the ambiguous language means and what the parties intended must be resolved by a jury [or the trial court at a bench trial].^[10]

Significantly, the cardinal rule of contract construction is "to ascertain the intention of the parties, as set out in the language of the contract."^[11] And when the language of the agreement is ambiguous in some respect, the rules of contract construction must be applied by the court to resolve that ambiguity and ascertain the intent of the parties.^[12] Significantly, when the language of a contract is plain and unambiguous, "judicial construction is not only unnecessary but forbidden."^[13]

Turning to the provision at issue, Section 3.3 of Mookerji's employment agreement provides that he would receive an

additional TEV incentive payment of 0.5% of [SPI Holdco's] Total Enterprise Value ("TEV") determined at the time of any Sale of the [SPI Holdco] which shall be earned for each year that [SPI Holdco] meets or exceeds the Adjusted EBITDA number for such year as presented to the lender in the Agent Presentation being, more specifically,

Adjusted EBITDA 2015 = $18.0 million

Adjusted EBITDA 2016 = $22.4 million

Adjusted EBITDA 2017 = $26.5 million

which TEV incentive payment in total shall not exceed one and one-half percent (1.5%) of the TEV at the time of any Sale of the [SPI Holdco]. The TEV incentive payment shall be payable to Executive by [SPI Holdco] upon a Sale of [SPI Holdco]. For purposes of the foregoing, "Adjusted EBITDA" and "Agent Presentation" shall have the meanings assigned to such terms in [SPI Holdco's] Amended and Restated Operating Agreement of even date herewith ("[SPI Holdco's 2015] Operating agreement").^[14]

And "Company" is specifically defined as SPI Holdco at the outset of the employment agreement.^[15] Furthermore, the 2015 operating agreement referred to in Section 3.3 contains the following definitions:

"Adjusted EBITDA" shall mean[ ], at any date of determination, an amount equal to the consolidated net income or loss of [SPI Holdco] and its Subsidiaries plus the following to the extent deducted in calculating such consolidated net income or loss (without duplication): (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP, (b) the provision for federal, state, local and foreign income taxes payable, and (c) depreciation and amortization expense, as adjusted consistent with the methodology used to calculate "Adjusted EBITDA" in the management projections set forth in the Agent Presentation.^[16]

"Agent Presentation" means that certain Management Presentation to Lenders, dated as of April 21, 2015, presented on behalf of [SPI Holdco] and its Subsidiaries to Agent on or about April 21, 2015.

In 2018, SPI Holdco was sold for $540, 000, 000, which is when Mookerji was entitled to receive incentive compensation, if any, that he earned while employed by SPI Holdco under Section 3.3. Specifically, Mookerji is entitled to incentive payments for each year SPI Holdco met or exceeded the Adjusted EBITDA bench marks set forth in Section 3.3 and the agent presentation.^[17]

Significantly, the parties stipulated to the following:

If revenue attributable to businesses acquired by [SPI Holdco] is counted in calculating its Adjusted EBITDA, the thresholds for Mr. Mookerji to receive incentive compensation as described in Section 3.3 would have been met for years 2015 and 2016.

If, however, revenue attributable to businesses acquired by [SPI Holdco] is not counted in calculating its Adjusted EBITDA, the thresholds for Mr.

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