Datto Inc. v. Braband
856 F. Supp. 2d 354
D. Conn.2012Background
- Datto sued Braband seeking a declaratory judgment that the April 1, 2009 employment letter is not an enforceable contract and asserted other claims (CFAA, CT trade secrets, computer offenses, and tort claims).
- Braband counterclaimed for breach of contract, wage protections, wrongful termination, good faith, promissory estoppel, and accounting, and named third-party defendants McChord and Vanderlin.
- Employment Letter provided Braband 10% ownership on hire and another 10% upon meeting sales targets; forfeiture applies on early exit.
- Datto alleges Braband’s conduct (insubordination, probation, termination) and post-employment actions misused Datto’s confidential information and trade secrets.
- Court addressed enforceability, the ownership provisions, and multiple counterclaims and motions to dismiss or for judgment on the pleadings.
- Court granted in part and denied in part Braband’s and Datto’s motions, and allowed amendment for record inspection under statute.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of the April 1, 2009 Employment Letter | Datto: letter ambiguous and lacking consideration | Braband: letter definite and supported by consideration | Letter unambiguous and enforceable as contract |
| First 10% ownership entitlement | Datto breached by not granting 10% | Braband entitled to 10% on hire | Braband granted judgment on the pleadings for Count One as to first 10%; Datto’s breach found |
| Second 10% ownership/ambiguous condition | Second 10% is contingent and discretionary | Ambiguity requires factual record | Ambiguity precludes judgment on the pleadings; issue for record development |
| Wages under CT Wage Statutes (second claim) | Second 10% as wages; discretionary aspects restrict liability | Wages test disputed; depend on interpretation | First 10% wage claim granted; second 10% wage claim denied; double damages not awarded |
| Promissory estoppel and unjust enrichment | Promissory estoppel/ unjust enrichment may apply alongside contract | Existence of express contract bars promissory estoppel; unjust enrichment moot | Promissory estoppel and unjust enrichment claims dismissed |
| Accounting as a remedy | Accounting available to minority shareholder | Statutory remedies preclude accounting | Accounting claim dismissed due to statutory record inspection remedies |
| Wage-based wrongful termination and good-faith claims | Remedy exists in wage statute; public policy | Common law remedies may apply when statutory remedy unclear | Wrongful termination claim survives to extent not precluded by statutory remedy; good faith claim survives where necessary to resolve ambiguities |
Key Cases Cited
- Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479, 746 A.2d 1277 (Conn. 2000) (contract interpretation determined from language when unambiguous)
- Harbour Pointe, LLC v. Harbour Landing Condominium Ass’n, Inc., 300 Conn. 254, 14 A.3d 284 (Conn. 2011) (ambiguity depends on contract language and context)
- Weems v. Citigroup, Inc., 289 Conn. 769, 961 A.2d 349 (Conn. 2008) (wage statutes are remedial and liberal in employee favor; discretionary bonuses may not be wages)
- Association Resources, Inc. v. Wall, 298 Conn. 145, 2 A.3d 873 (Conn. 2010) (bonuses contractual but non-discretionary portions may constitute wages)
- Butler v. Hartford Technical Institute, Inc., 243 Conn. 454, 704 A.2d 222 (Conn. 1997) (individuals can be liable as employers under wage statutes)