EFiled: Nov 12 2014 02:34PM EST
Transaction ID 56328175
Case No. 5957-VCN
COURT OF CHANCERY
OF THE
STATE OF DELAWARE
JOHN W. NOBLE 417 SOUTH STATE STREET
VICE CHANCELLOR DOVER, DELAWARE 19901
TELEPHONE: (302) 739-4397
FACSIMILE: (302) 739-6179
November 12, 2014
Thad J. Bracegirdle, Esquire Seth J. Reidenberg, Esquire
Wilks, Lukoff & Bracegirdle, LLC Tybout, Redfearn & Pell
1300 North Grant Avenue, Suite 100 750 Shipyard Drive, Suite 400
Wilmington, DE 19806 Wilmington, DE 19801
Re: Matthew v. Laudamiel
C.A. No. 5957-VCN
Date Submitted: August 7, 2014
Dear Counsel:
Defendant Fläkt Woods Group SA’s (“Fläkt Woods”) potential liability is
premised upon its role in the efforts of Defendant Christophe Laudamiel
(“Laudamiel”) and, to a lesser extent, Defendant Roberto Capua (“Capua”) to rid
Aeosphere LLC (“Aeosphere”) of Plaintiff Stewart Matthew (“Matthew”).1
1
Fläkt Woods has moved for summary judgment on Counts III (aiding and
abetting breach of fiduciary duties), IV (tortious interference with contractual
relations, VI (unjust enrichment), and VII (civil conspiracy) of Matthew’s
complaint. The motion was directed at the Third Amended Verified Complaint
which has been superseded by the Fourth Amended Verified Complaint, which
added Fläkt Woods Limited (“FWL”) as a defendant. The claims against Fläkt
Woods do not vary materially between the two complaints. For purposes of this
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 2
There is no question that Fläkt Woods wanted Aeosphere to resolve its
internal problems and that it wanted to do business with Laudamiel because he had
the knowledge which would be useful to it. Neil Yule (“Yule”) represented Fläkt
Woods in its dealings with Aeosphere. Evidence of any wrongful conduct by him
is sparse. That he (and therefore Fläkt Woods) wanted the entity’s internal
disputes resolved and wanted to do business with Laudamiel is not objectionable.
Nor is there any basis for criticism if he expressed those views. The problem—in a
summary judgment setting where the facts must be viewed in Matthew’s favor and
the reasonable inferences also must be drawn in his favor—is that the record
suggests that Yule may have gone beyond merely expressing his (and Fläkt
Woods’) goals and desires.
motion, reference to Fläkt Woods also reaches FWL. They are entitled to
summary judgment if they can show “that there is no genuine issue as to any
material fact and that [they are] entitled to judgment as a matter of law.” Ct. Ch.
R. 56(c).
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 3
Although it is easy to be skeptical, the inference can be reasonably drawn
that Yule was involved in developing and implementing the strategy to drive
Matthew out of Aeosphere. For example, scheduling conflicts were created to
keep Matthew from attending potentially important meetings.2 Meetings, joined by
Yule, between Laudamiel and Capua, were held without Matthew allegedly to
discuss how to exclude Matthew from Aeosphere.3 Yule committed not to share
details of the meetings with Matthew.4 Yule told Capua and Laudamiel that “[a]ny
contact I have with [Matthew] during this time will purely be on the basis that it
may help you guys.”5 Yule offered to threaten—with a potentially desired effect
on Matthew—that Fläkt Woods was about to end its relationship with Aeosphere.6
After Aeosphere was dissolved, Yule took the position that DreamAir
(Laudamiel’s new entity) “will simply inherit the terms of the agreement
2
Yule referred to one such effort as “a slightly devious mechanism.” App. of Dep.
Trs. Cited in Pl.’s Answering Br. in Opp’n to Def. Fläkt Woods Gp. SA’s Mot. for
Summ. J. (“Dep. Trs.”) Ex. 3 (“Yule Dep II”), at 371.
3
See, e.g., id. at 383-85.
4
See, e.g., Decl. of Thad J. Bracegirdle in Supp. of Pl.’s Answering Br. in Opp’n
to Def. Fläkt Woods Gp. SA’s Mot. for Summ. J. (“Pl.’s Answering Br.”) Ex. 4, at
LCA 24939; Yule Dep. II 416-19.
5
Pl.’s Answering Br. Ex. 7, at FWGSA008960.
6
See, id., Ex. 15.
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 4
previously in place with Aeosphere.”7 This recital does not include all examples of
Yule’s conduct that Matthew cites. It does develop a sense, however, for how
Yule went about seeking his objectives. These occasions and others like them
perhaps can be explained away. Sequencing may affect the emphasis which they
should be given. These considerations, especially when assessed against the
balance of the record, do not make Yule’s involvement necessarily improper and
do not make the corresponding inferences in Matthew’s favor the only ones or
even the more reasonable ones, but they are considerable obstacles to granting
Fläkt Woods’ motion for summary judgment generally.
Because Matthew sponsors several theories for imposing liability upon Fläkt
Woods and the various theories have some distinct aspects, a brief review of the
claims, in light of the more general preceding observations, is necessary.
Fläkt Woods argues that no claims tied to breach of fiduciary duty should
continue because such claims are also based on contract and therefore are
duplicative and without independent basis. The question is whether Matthew has
identified any harm that is not the consequence of the dissolution or the unwinding
7
Id. Ex. 29, at FWGSA010617.
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 5
of Aeosphere which are the grounds for his contract claims.8 If his facts are
accurate, there were breaches of fiduciary duty. However, fiduciary duty breaches
do not proceed in parallel with contract claims,9 unless there is some harm to be
remedied through the lens of fiduciary duty which cannot be adequately
compensated through enforcement of the contract. “To allow a fiduciary duty
claim to coexist in parallel with a[] . . . contractual claim, would undermine the
primacy of contract law over fiduciary law in matters involving . . . contractual
rights and obligations . . . .”10 Thus, assessing the aiding and abetting of a breach
of fiduciary duty claim against Fläkt Woods first requires consideration of whether
the claim against Laudamiel would be foreclosed by the parallel contract claims.11
8
Cf. PT China LLC v. PT Korea LLC, 2010 WL 761145 (Del. Ch. Feb. 26, 2010)
(alleging fiduciary duty breaches that were not adequately addressed by specific
provisions of the contract).
9
See Nemic v. Schrader, 991 A.2d 1120, 1129 (Del. 2010) (“It is a well-settled
principle that where a dispute arises from obligations that are expressly addressed
by contract, that dispute will be treated as a breach of contract claim. In that
specific context, any fiduciary duty claims arising out of the same facts that
underlie the contract obligations would be foreclosed as superfluous.”).
10
Gale v. Bershad, 1998 WL 118022, at *5 (Del. Ch. Mar. 4, 1998).
11
Matthew’s rights against Fläkt Woods do not depend upon Laudamiel’s
litigation strategy. Laudamiel has not sought the dismissal of the fiduciary duty
claims against him on these grounds.
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 6
Matthew asserts both aiding and abetting breach of fiduciary duty claims and
tortious interference with contractual relations claims against Fläkt Woods. As a
general matter, establishing an aiding and abetting claim would likely be less
difficult than demonstrating tortious interference with contractual relations.12
Avoiding duplication of companion fiduciary duty and contact claims serves to
conserve resources. The purpose is not to make a plaintiff’s tasks even more
challenging. Nevertheless, Matthew’s claim against Fläkt Woods “for aiding and
abetting [Laudamiel’s] breaches of fiduciary duty must also be dismissed [if] there
is no legally sufficient underlying claim for breach of fiduciary duty against
[Laudamiel].”13 Thus, Matthew’s claim that Fläkt Woods aided and abetted
breaches of fiduciary duties owed to him would be dismissed if the underlying
breach of fiduciary duty did not cause harm separate from that caused by the
breach of contract.
12
Matthew properly does not argue that Fläkt Woods aided and abetted a breach of
contract.
13
Madison Realty P’rs 7, LLC v. AG ISA, LLC, 2001 WL 406268, at *6 n.19 (Del.
Ch. Apr. 17, 2001) (citing Moore Bus. Forms, Inc. v. Cordant Hldgs. Corp., 1995
WL 662685, at *6 (Del. Ch. Nov. 2, 1995)).
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 7
The harm suffered by Laudamiel arose primarily from the dissolution and
winding up of Aeosphere, and Aeosphere’s operating agreement expressly
addressed those topics. However, Matthew has presented facts in support of
broader allegations. For example, Matthew contends that Fläkt Woods is
carrying on Aeosphere’s business with DreamAir. While dissolving and winding
up Aeosphere may have been the primary means by which the alleged
wrongdoing occurred, the breadth of the allegations and the post-dissolution
relationship between Fläkt Woods and DreamAir raise material issues of fact
about the scope of the violations and the resulting harm. 14 Thus, whether there
was harm caused by a breach of fiduciary duties that may be distinguished from
the harm resulting from the breach of contract is a question of fact that cannot be
resolved on this summary judgment record.
Similarly, Fläkt Woods’ efforts to obtain summary judgment on Matthew’s
civil conspiracy claim fail largely for the same reason as its unavailing efforts to
secure dismissal of the aiding and abetting of fiduciary duty claims.
14
See Matthew v. Fläkt Woods Gp. SA, 56 A.3d 1023, 1029 (Del. 2012) (“[These
allegations] identify specific assets that Laudamiel and Capua allegedly
misappropriated as part of a scheme to exploit those assets with Fläkt Woods. The
dissolution of Aeosphere was not the end point of the conspiracy; it was one of the
means by which the conspiracy was effectuated.”).
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 8
Matthew brings tortious interference with contractual relations claims
against Fläkt Woods based on two contracts: Aeosphere’s limited liability
company agreement and Matthew’s employment agreement with Aeosphere.15
Although Fläkt Woods knew of Aeosphere’s limited liability company agreement,
there is a question as to whether it knew of Matthew’s employment agreement. It
may be that Yule never saw an employment agreement, but he is charged with
knowledge that Matthew served as an employee or officer of Aeosphere and
therefore there was a contractual relationship. It is possible that Yule (and, thus,
Fläkt Woods) believed that Matthew was simply a co-owner and all of the
economic benefits arose from that relationship. Yule, however, acknowledged that
he had had conversations with Matthew about his “employment in the
organization.” 16 Again, this is not especially persuasive evidence of knowledge of
the employment contract, but it supports the notion that Yule would have inferred
15
Matthew, in order to be successful with his tortious interference with contractual
relations claims, must demonstrate that there was a contract about which Fläkt
Woods knew, that an intentional act was a significant factor in causing a breach of
the contract, that the act was without justification and that it caused injury. See,
e.g., WaveDivision Hldgs. LLC v. Highland Capital Mgmt. L.P., 49 A.3d 1168,
1174 (Del. 2012).
16
Dep. Trs. Ex. 2 (Yule Dep. I), at 207.
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 9
from the facts and circumstances of Matthew’s relationship with Aeosphere that
there was an employment contract.17 Thus, Fläkt Woods cannot prevail on its
argument that it was not aware of the employment agreement.
Fläkt Woods also argues that it was not a substantial factor in causing the
breach of either of the contracts. Although Yule may not have directed Capua and
Laudamiel to pursue the dissolution of Aeosphere, the record supports an inference
that Yule wanted to go forward without Matthew and that he encouraged
Laudamiel and Capua to figure out how to achieve that objective and to implement
the strategy. It may be that Yule had very little, if anything, to do with the decision
by Laudamiel and Capua to force Matthew out, but Yule’s actions may be inferred
to have been a substantial cause in the process that resulted in the dissolution.
17
Fläkt Woods points out that most of Yule’s actions were either while Matthew
and Laudamiel were trying to work out their disagreements or after the dissolution,
thus leaving only a very few actions upon which to premise tortious interference.
Matthew’s proof for summary judgment purposes cannot be so strictly limited.
There was a process, one in which Yule participated, that resulted in Aeosphere’s
dissolution. Preliminary actions may be part of conduct that turns out to be
tortious interference even though no breach was directly caused at that very
moment.
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 10
Fläkt Woods also argues that its conduct was legally justified.18 Fläkt
Woods is correct that this consideration is of critical importance in Matthew’s
tortious interference claim. From Fläkt Woods’ perspective, Aeosphere, because
of the internal dissention, was not likely to be an effective joint venturer.
Preservation of a business relationship with Aeosphere in which Matthew played a
role was difficult to envision. Yet, this case is not at the stage where the Court
may make factual findings or overlook reasonable inferences in Matthew’s favor.
How far Yule inserted himself into the tempestuous relationship among Laudamiel,
Matthew, and, to a lesser extent, Capua is a topic that cannot be resolved on the
paper record before the Court. Fact finding and an assessment of the credibility
and perceptions of the various witnesses cannot be avoided.
In sum, Matthew’s tortious interference with contractual relations claim
presents triable issues, and, accordingly, Fläkt Woods’ motion for summary
judgment as to this claim must be denied.
18
See Restatement (Second) of Torts § 767 (1979).
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 11
Finally, Fläkt Woods seeks summary judgment on Matthew’s unjust
enrichment claim. Matthew has not demonstrated a basis for concluding that Fläkt
Woods has been enriched. Enrichment is a necessary predicate for unjust
enrichment.19 This is not merely a matter of accounting within various Fläkt
Woods entities; Fläkt Woods did not gain any economic advantage from its
conduct. This case is about whether Matthew has been damaged and, in this
context, whether Fläkt Woods was responsible for that damage. Matthew has not
set forth a basis for invoking the unjust enrichment doctrine. He may be able to
show that he suffered an “impoverishment,” but it does not inevitably follow that
there was an enrichment for Fläkt Woods or that he lacks an adequate remedy at
law for any harm that he suffered. In sum, Fläkt Woods has demonstrated, through
the undisputed facts, that it is entitled to summary judgment on Matthew’s unjust
enrichment claim.
19
See, e.g., Pharmathene, Inc. v. Siga Techs., Inc., 2011 WL 4390726, at *27 (Del.
Ch. Sept. 22, 2011).
Matthew v. Laudamiel
C.A. No. 5957-VCN
November 12, 2014
Page 12
Accordingly, Fläkt Woods’ motion for summary judgment is granted as to
Count VI, but denied as to Counts III, IV, and VII.
IT IS SO ORDERED.
Very truly yours,
/s/ John W. Noble
JWN/cap
cc: Stephanie S. Habelow, Esquire
Mr. Christophe Laudamiel
DreamAir LLC
Register in Chancery-K