Cashatt v. Merrimac Associates, Inc.
853 F. Supp. 2d 1244
N.D. Ga.2012Background
- Merrimac provides design/construction supervision and project management services in power and energy sectors; EARTH develops biomass refinement technology financed by Oxantium, with Bill Marsh on EARTH’s board; Shaffer developed EARTH’s tech and served as Merrimac’s President/CEO, with EARTH’s board initially comprising Shaffer and Marsh; Plaintiff was hired December 2008 as COO with compensation intended to be deferred until bridge financing; by June 30, 2009 no COO/CEO agreement was finalized and plaintiff was terminated; plaintiff filed suit October 20, 2009; procedural matters included granting withdrawal of improperly redacted documents
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether judicial estoppel bars the claims | Robinson-like failure to amend bankruptcy forms | Plaintiff undisclosed employment claim existed at discharge | Not barred; no inconsistent position at discharge |
| Whether a valid employment contract existed | Compensation terms, including $200,000 and equity, were agreed | No final agreement on COO/CEO compensation or employment terms | No enforceable contract; breach claim warranted summary judgment for Defendants on breach |
| Whether quantum meruit supports recovery | Provided valuable services; expectation of compensation | No agreed price and services lacked final form until financing; disputed value | Remains viable; factual issues preclude summary judgment for quantum meruit |
| Whether attorney fees are recoverable; basis | Bad faith by Defendants justifies fees under O.C.G.A. § 13-6-11 | No basis for fees due to lack of bad faith or conspiracy; fees denied on some grounds | Summary judgment granted for bad faith claim; denied for stubborn litigiousness/expense grounds; overall fees granted for bad faith but denied for other grounds |
Key Cases Cited
- Hickson Corp. v. N. Crossarm Co., 357 F.3d 1256 (11th Cir.2004) (discretion in summary judgment burdens and evidentiary standard)
- Celotex Corp. v. Catrett, 477 U.S. 317 (Supreme Court 1986) (summary judgment movant bears initial burden of showing absence of genuine issue)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (Supreme Court 1986) (genuine issue standard for summary judgment)
- Robinson v. Tyson Foods, Inc., 595 F.3d 1269 (11th Cir.2010) (judicial estoppel where inconsistent bankruptcy and litigation positions)
- Burnes v. Pemco Aeroplex, 291 F.3d 1282 (11th Cir.2002) (intent and manipulation under judicial estoppel test)
- Tattersall Club Corp. v. White, 232 Ga.App. 307, 501 S.E.2d 851 (Ga. App. 1998) (bad faith and expenses; standards for awarding fees under Georgia law)
- Lexmark Carpet Mills, Inc. v. Color Concepts, Inc., 261 Ga.App. 622, 583 S.E.2d 458 (Ga. App. 2003) (bad faith considerations under O.C.G.A. § 13-6-11)
- Litsky v. G.I. Apparel, Inc., 156 Fed.Appx. 107 (11th Cir.2005) (service of value may support quantum meruit under Georgia law)