Goltens-New York Corp. et al v. Golten, No. 1:2007cv09711 - Document 39 (S.D.N.Y. 2009)

Court Description: MEMORANDUM DECISION AND ORDER granting 20 Motion for Summary Judgment. Defendant's motion for summary judgment is GRANTED. Plaintiffs' cause of action is dismissed. SO ORDERED. (Signed by Judge George B. Daniels on 4/20/2009) (tve) (Additional attachment(s) added on 4/22/2009: # 1 Memorandum Decision and Order) (ae).

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------------- x GOLTENS WORLDWIDE MANAGEMENT CORP . AND GOLTENS WORLDWIDE CORP ., : : Plaintiff, ORDER : - against - : 07-cv-9711(GBD) : : NORMAN GOLTEN , : Defendant. : --------------------------------------------------------------------GEORGE B. DANIELS, United States District Judge: x Plaintiffs Goltens Worldwide Management Corp. and Goltens Worldwide Corp. (collectively, Goltens ) commenced this breach of contract action against their former Chief Executive Officer and 40% shareholder, defendant Norman Golten. Defendant moved for summary judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure, dismissing plaintiffs claim. This Court heard oral argument on defendant s motion on April 15, 2008. For the reasons stated on the record, this Court grants defendant s summary judgment motion. In this action, plaintiffs seek damages in excess of $1,000,000 as compensation for defendant s alleged breach of a severance agreement entered into by the parties on January 28, 1999. Plaintiffs contend that defendant breached his obligations under the Severance Agreement by act[ing] as if he had executive authority, even though the contract explicitly stripped him of such authority. Pl. Opp. Memo. at 12. Specifically, plaintiffs argue that defendant breached the Severance Agreement by 1) initiating dialogues , sharing information , and conducting meetings with third parties about their potential acquisition of Goltens; and 2) disparaging the management of the Goltens companies by making derisory comments to lower-level managers about the Goltens Chief Financial Officer. Pl. s R. 56.1 Statement at ΒΆΒΆ 3-12. Plaintiffs maintain that defendant s actions constituted an exercise of executive authority and interference with Goltens s management; both of which, plaintiffs claim, violate paragraph 3 of the Severance Agreement.1 However, that provision merely states that in exchange for an annual salary of $150,000, defendant would retain the title President of the Company, but [he] would hold [his] title and office in a non-executive capacity ... [and] would not have checksigning authority or other general authority to bind the Company, except as specifically authorized from time to time by the Board of Directors of the Company. Aff. of Alissa S. Wright, Ex. 6 at 1. At oral argument, plaintiffs conceded that no express provision of the Severance Agreement prohibited defendant from contacting third parties with respect to potential sales of his shares or Goltens stock belonging to other shareholders. Plaintiffs also conceded that the Severance Agreement contained no express prohibition on defendant s ability to voice his opinions about Goltens s management. This Court must enforce contract provisions clearly expressing the intent of the parties. Beth Israel Medical Center v. Horizon Blue Cross and Blue Shield of New Jersey, 448 F.3d 573, 580 (2d Cir. 2006). Plaintiffs have proffered no evidence that defendant signed checks on behalf of the corporations, took actions which bound Goltens to any third parties, or exercised any executive authority that violated any other expressed prohibition embodied in the Severance 1 In its entirety, paragraph 3 states: You would retain the title President of the Company, but you would hold your title and office in a nonexecutive capacity, and you would report to me. You would not have check-signing authority or other general authority to bind the Company, except as specifically authorized from time to time by the Board of Directors of the Company. Aff. of Alissa S. W right, Ex. 6 at 1 -2-

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