Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Dervan v. Gordian Group LLC

United States District Court, S.D. New York

October 23, 2017

Christopher E. Dervan, Plaintiff,
v.
Gordian Group LLC, Defendant.

          MEMORANDUM & ORDER

          ALISON J. NATHAN United States District Judge

         Plaintiff Christopher E. Dervan ("Plaintiff or "Dervan") brings this diversity action against his former employer, Gordian Group LLC ("Defendant" or "Gordian"), asserting claims for breach of the parties' December 2010 severance agreement (the "Agreement") and unjust enrichment. On February 28, 2017, the Court, granted Defendant's motion to dismiss in part, and denied the motion in part. See Dervan v. Gordian Group LLC, No. 16-CV-1694 (AJN), 2017 WL 819494 (S.D.N.Y. Feb. 28, 2017). Before the Court is Plaintiffs motion for leave to file a Third Amended Complaint ("TAC"), which purports to cure the defects that resulted in partial dismissal. Dkt. No. 29.

         For the reasons set forth below, Dervan's motion is GRANTED.

         I. Background

         The Court assumes the parties' familiarity with the matter, the background of which is more fully described in the Court's February 28 Opinion & Order. See Dervan, 2017 WL 819494. For the purposes of the present motion, a brief summary of the underlying action, its procedural history, and the Court's previous disposition will suffice.

         A. Factual Background

         Dervan was employed by Gordian, an investment bank, as an Associate and then a Vice President from July 24, 2006 to December 17, 2010. Second Amended Complaint ("SAC"), Dkt. No. 17, ¶ 5. In connection with Dervan's departure from the firm, the parties entered into an agreement by which Gordian would continue to provide Dervan with certain monetary compensation and benefits following the termination of his employment. SAC Ex. 1("Agreement"), at 1. As relevant here, Paragraph 2 of the Agreement provides:

If you [(Dervan)] choose to continue to work with us [(Gordian)] as an outside consultant in regards to Thermacell through the closing of any transaction that generates a fee, then you will be entitled to 25% of any such fees received by us.

SAC ¶ 7; Agreement ¶ 2. The Agreement does not expressly require Dervan to maintain or acquire any license or other regulatory authority or clearance in connection with performing any of the "work" referenced in Paragraph 2. See generally Agreement; see also SAC ¶ 15.

         Following the termination of his employment, Dervan did in fact choose to work as an outside consultant to Gordian with regard to "Thermacell, " which is alleged to refer to "certain technology and related products and businesses using that technology then owned by The Schawbel Corporation." Id. ¶¶ 7-8. Dervan alleged that in his capacity as an outside consultant he provided "valuable services, as appropriate and as requested by Defendant." Id. ¶¶ 8-9. The SAC does not otherwise describe Dervan's services in any great detail.

         During the course of his post-termination work for Gordian, Dervan was not registered as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise registered in any way with the Financial Industry Regulatory Authority ("FINRA"). Id. ¶ 16.

         Dervan's work ultimately helped Gordian to close a transaction related to Thermacell in approximately July 2014 by which an entity affiliated with the private equity firm Kinderhook Industries acquired The Schawbel Corporation's "Thermacell Mosquito business" (the "Thermacell Transaction"). Id. ¶¶ 9-10. Dervan demanded that Gordian pay him twenty-five percent of the alleged $1.25 million fee Gordian received upon closing of the transaction, but Gordian refused. Id. ¶¶ 11, 13.

         Dervan initiated this action on March 5, 2016, asserting claims for breach of contract and unjust enrichment. Dkt. No. 1.

         B. ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.