paul montrone bayberry financial

Our operating strategies are design ed to generate above-market absolute-dollar returns through strategic realignment, organic growth initiatives, cash flow management and acquisitions. Baker's allegations of unjust enrichment again deal with two distinct sets of facts. of Obj. . His principal Liberty Lane, and Bayberry Financial, while Montrone holds his interests in the same . Wash. Sept. 13, 2017). Annual sales increased from $760 million in 1991 to approximately $6.0 billion in 2006. Federal government websites often end in .gov or .mil. No. . Am. Paul M. Montrone | One Liberty Lane East | Suite 100 | Hampton, NH 03842. 30 at 28-30. He also has successfully helped push the state to loosen its trust laws. . Doc. No. . Looking for legal documents or records? D. Restructuring of Baker's Interest. No. Annual shareholder returns at Wheelabrator under his leadership were 22% compounded. Doc. 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. 30 at 4. The Company's Limited Liability Company Agreement recognizes two classes of membership interests that are referred to as "Class A Units" and "Class B Units." No. Follow up on Reply on 5/15/2019. He has also been involved in Washington, DC business policy matters, mainly through his activity with the Business Roundtable, where he was a member of its Planning Committee, and Chairman of the Civil Justice Reform Taskforce. 2 0 obj WebBayberry Financial Services focuses on transforming and building successful companies for the long term. The Trustmont Group is a national independent broker/dealer licensed to offer securities and investment advisory services. 30 at 13. His principal claims are based on the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. When he refused, he was told at a Dec. 8 board meeting that his employment was ending, with no reason given. Bibliographical Information Back to home page. 4 entities through Bayberry BP LLC and Woburn BP LLC.2 Doc. Doc. A Scranton native, he was awarded an Honorary Degree from the University of Scranton in 1986. WebBAYBERRY FINANCIAL SERVICES CORPORATION in Hampton, NH | Company Info Company Information Sponsored Links Contact Information Phone Number: (603) 929-2373 Company Contacts JOHN CROWLEY Treasurer 1 Liberty Ln E Ste 100 Hampton, NH 03842 PAUL MONTRONE Director 1 Liberty Ln E Ste 100 Hampton, NH 03842 PAUL Doc.

Born in Scranton, Pa., Mr. Montrone was graduated magna cum laude from the University of Scranton and holds a Ph.D. from Columbia University. Baker alleges that the redemption price received for his interest in Perspecta Holdings was "unreasonably low." Doc. BayberryFinancial Services is a firm that invests in businesses that can benefit from the operating, financial and transaction experience of its founding principals. Doc. <>/Metadata 1431 0 R/ViewerPreferences 1432 0 R>> 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. This Memorandum and Order addresses defendants' motion to compel arbitration of Baker's companion claims for fraudulent inducement, breach of fiduciary duty, unjust enrichment, and breach of contract. Born in Scranton, Pa., in 1941, Mr. Montrone was graduated magna cum laude from the University of Scranton in 1962 and holds a PhD from Columbia University. The company also works with families to develop and manage family trust companies. Our operating strategies are designed to generate above-market absolute-dollar returns through strategic realignment, organic growth initiatives, cash flow management and acquisitions. 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. 35-3 at 2. See, e.g., Fratus v. Republic Western Ins. 35-3 at 3. 2013)). Rather, the redemption was the product of an independent agreement between Montrone and Meister (as managers of Perspecta Holdings) and Baker. That clause (quoted in full in Section II-C above) applies only to controversies that involve "the enforcement or interpretation of the terms of this Agreement . See Commonwealth Equity Servs., LLC v. Ohio Nat'l Life Ins. Doc. 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. No. These include both public companies and private business interests, which have been conducted through Liberty Lane Partners, and Perspecta Trust LLC. 35-12 at 32. endobj . No. 1804 White Cedar Blvd, Portsmouth, New Hampshire, 03801-6554. Pla-Fit Franchise, 2014 WL 2106555, at *3 (citing Guidotti v. Legal Helpers Debt Resolution, L.L.C., 716 F.3d 764, 773-74 (3d Cir. 30 at 4; Perspecta Holdings LLC Equity Award and Admission Agreement, Doc. WebYour Trusted Partner Since 1986. Greensburg, PA 15601 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. % No. Baker responds by contending that his claims are exempt from arbitration pursuant to the equitable relief exemption contained in Section 13.4.9 of the 2016 LLC Agreements. With this fact in mind, I examine each of the claims at issue to determine whether they require the enforcement or interpretation of either agreement. No.

No. No. Doc. Notwithstanding this promise, Baker did not receive an equity interest in Perspecta or any related business until 2012. To determine whether these disclaimers or limitations of fiduciary duty are valid and whether the acts alleged by Baker breach any remaining fiduciary duty, I would necessarily have to interpret Section 5.11. ." Restatement (Second) of Torts 525 (1977). In 2010, two clients of the firm, Mr. Paul Montrone and Mr. Paul Meister, acquired an interest in Ballentine Partners, LLC. 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. 2023 Trustmont Advisory Group, Inc.. All Rights Reserved. v. Mercury Constr. In late 2015, Montrone informed Baker that the 2012 Equity Agreement would be terminated and replaced with a new and "much better" agreement. v. RMS Lifeline, Inc., 638 F.3d 367, 376 (1st Cir. 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. Landry v. Time Warner Cable, Inc., No. He is presently Chairman of these entities. x\moFna?JMs_I/8$@[E@&Ur3CREQ&@d"<3E^&d^]e|?Nl&~HLCN4? 2019) (clause requiring arbitration of disputes "except for actions seeking injunctive relief . Compl., Doc. No. 30 at 4. 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. Doc. 35-11 at 3. N.A.A.P. Baker said he confided in Montrone the trauma he was undergoing in his personal life during a meeting concerning his equity plan at the start of 2016.

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. No. Specifically, Baker was told that the award would give him "true equity" and be more similar to the equity plans used by another related entity, Ballentine Partners. The https:// ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely. 4 0 obj 35. WebFor more than three decades, Mr. Montrone has directed the development of a number of businesses.

Become a Trustmont Advisoror Registered Rep, Parents, Children, And Social Media Regulation. A. Arbitrability of disputes under the 2012 Equity Agreement. 30 at 32-33. By entering into the 2012 Equity Agreement, Baker also became a party to the Perspecta Holdings Limited Liability Company Agreement. Doc. 30 at 5. Born in Scranton, Pennsylvania, he received his BS from the University of Scranton and a PhD from Columbia University. Doc. Fisher Scientific International Inc. Retired Chairman and CEO (merged now Thermo Fisher Scientific)

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Paul Montrone and Paul Meister are the companys co-founders. I begin by acknowledging the strong federal presumption in favor of arbitration. 2020 DNH 006. There are 3 officer records in this business. Bayberry Financial Services is part of the Credit Cards & Transaction Processing industry, and located in New Hampshire, United States. Baker says he had no negative performance evaluation, and in April 2017 the board awarded him a discretionary bonus. Cases and Proceedings; Premerger Notification Program; Merger Review; Anticompetitive Practices; Rulemaking; Statutes; Competition and Consumer Protection Guidance Documents Doc. However, please note that you are leaving the Kades-Margolis Corporate website. They must then turn to mediation if negotiation fails.

No. LLCs may, however, disclaim those duties under the laws of both New Hampshire and Delaware.

No. The 2012 Equity Agreement granted Baker sufficient Class B Units to give him a right to 20% of Perspecta Holdings' profits when the units became fully vested. Doc. WebMichael P. Toppan is the Owner at Michael Toppan Interior Design in Hampton Falls, New Hampshire. . No. 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." ?g_G3A$X>=>']]s+v;;>p8xZ@\qSXzs|iv|*Gq,G+d:>!J=lKb}$+nPfj/ekf"a-x~(PTr%MYsq0bO9/|YKgID6!t$xx /%HE [8apS\Fe`(OSefiQ No. 50 at 10. to Mot. F. Baker's Causes of Action. Initial Hiring and Employment. Over this 15 year period, the equity value of Fisher increased from approximately $200 million to $12 billion and the annual return to shareholders was 26% compounded. 1998); Emery v. Merrimack Valley Wood Prods., Inc., 701 F.2d 985, 989 n.4 (1st Cir. 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. Audit & Control Ass'n Inc. v. Telecom. Thus, Baker's unjust enrichment claim against Perspecta Holdings is within the scope of the arbitration clause and must be arbitrated. Doc. 35-12 at 31. 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." WebPaul M. Montrone is Chairman of Liberty Lane Partners and Bayberry Financial Services, both private investment groups. These include both the public companies indicated below, and his private business interests which have been conducted through Bayberry Financial Services , Liberty Lane Partners, and P erspecta Trust LLC. held a 20% interest [in Perspecta Holdings]; an entity controlled by Montrone's family (Bayberry BP, LLC); and an entity controlled by Meister's family (Woburn BP LLC) held the remaining 80% interest." of Law in Supp. 35-1 at 2. No. Baker understood this to mean that his Class B profit interests would be replaced with Class A capital interests. . Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. 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. WebThe book also includes perspectives from the other side of the mergers and acquisitions divide in the form of interviews with a trio of iconic CEOs: Bill Stiritz, Peter McCausland, and Paul Montrone. Stat. On May 1, 2017, Baker says he complained to Montrone about Meisters treatment, charging that it was discriminatory and hurting the business. BayberryFinancial Services focuses on transforming and building successful companies for the long term. No. 35-3 at 14. 30 at 20-25. No. To remedy this violation, Baker seeks an order compelling defendants to reinstate his profit units in Perspecta Equities and Perspecta Investments. 35-3 at 14. No. Once the transaction completes, Perspecta will be rebranded as Jordan Park Trust Company. Key Principal:Paul Montrone See more contacts Industry:Lawn and Garden Equipment and Supplies Stores 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. This allegation is twofold: first, Baker asserts that defendants knowingly misrepresented the value of his units; and second, Baker claims that Meister and Montrone represented to him that his redeemed interest in Perspecta Holdings would be replaced with a "much better" equity plan, even though Meister and Montrone in fact planned to reduce Baker's interest as a part of an undisclosed plan to terminate him. No. No. 3 0 obj He is presently Chairman of these entities. does not compel arbitration of equitable claims); Frydman v. Diamond, No. 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. UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE. 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. Our Credit Counseling is a free service where well teach you sound methods of managing your money so you can avoid financial problems. 30 at 30. No. 30 at 13. 12101 et seq., and the New Hampshire Law Defs.' Only the common law claims are subject to the motion to compel arbitration.

Ultimately, however, I need not address whether New Hampshire or Delaware law applies to these claims because the parties have not identified any meaningful difference between the two and I am able to discern none. Doc. 30 at 16. Doc. No part of this order is dependent upon the affidavits themselves. 35-12 at 32 (emphasis added). I am well versed in the Public School Retirement System and we often take the team approach to guiding our clients into retirement. No. C. 2012 Equity Award. 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. Both Delaware and New Hampshire have adopted the Restatement's definition of fraudulent inducement. See Germanowski, 854 F.3d at 71. 35-12 at 31. 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. 35-4 at 16. 1982) (same).

30 at 19. endobj of Defs.' Sys., Inc., No. 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. Doc. 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. Baker and Montrone first discussed the terms of a new equity award during a January 2016 meeting, where Baker told Montrone that he was not in an emotional position to negotiate the terms but trusted Montrone's representations that the new plan would be an improvement. 35-8 at 33; Doc. No. Equal Employment Opportunity Commission, getting a right to sue letter and filing suit on Oct. 6. To state a claim for fraudulent inducement, a plaintiff must show that the defendant (1) made a misrepresentation; (2) had the purpose to induce the plaintiff to act or refrain from action in reliance on that misrepresentation; (3) the plaintiff acted in justifiable reliance upon the misrepresentation; and (4) the plaintiff suffered some pecuniary loss. 2019) (applying Rule 12(b)(6) standard to an affirmative defense). No. 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. to Compel Arb., Doc. 13-cv-489-PB, 2014 WL 2106555, at *3 (D.N.H. Doc. Doc. Doc. 2011) (quoting Heller v. Kiernan, No. No. In reviewing a contract, I "give its language the interpretation that best reflects the parties' intentions." Doc. . E.E.O.C. Doc. Bayberry Financial Services. 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. An official website of the United States government. No. Here, the plain language of Section 13.4.9 establishes that all claims for equitable relief are exempt from the arbitration requirement. Doc. 35-12 at 56. Detailed information on the use of cookies on this site is provided in ourcookie policy. 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. No. Baker says the company pressured him to resign. WebFor more than four decades, Paul M. Montrone has directed the development of a number of businesses in a diverse set of industries. . Exp. 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. B. Feb. 27, 2002)); see also Schneider v. Plymouth State Coll., 144 N.H. 458, 462 (1999) (evaluating breach of fiduciary duty claim by first addressing the nature, if any, of the fiduciary duty owed). Make your practice more effective and efficient with Casetexts legal research suite. 2d 417 (2013) (internal quotation marks omitted). 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. I resolve this dispute by using general rules of contract interpretation. 18-cv-0913-PB. No. 2012) (explaining that LLC managers owe "default fiduciary duties," although the Delaware "LLC Act does not explicitly provide for fiduciary duties of loyalty or care"). "); Dialysis Access Ctr. The agent name for this business is: Burke, Steven M, Esq. 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 . 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. 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.