Roberts v. Triplanet Partners, LLC
950 F. Supp. 2d 418
D. Conn.2013Background
- Roberts, formerly TriPlanet’s VP/CIO, accepted a written employment agreement (July 2010) promising ~$500,000 salary and a 15% equity interest, with a possible additional 10% if performance targets were met (up to 25%).
- Roberts alleges he met 2010 and 2011 targets, was entitled to equity distributions for those years, but received only partial payments and was terminated in June 2012.
- Roberts claims unpaid salary (~$62,500) and unpaid equity distributions, totaling about $8.86 million (he initially sought $25 million prejudgment remedy).
- TriPlanet (through Sophien) conceded an agreement existed but disputed whether Roberts met all benchmarks and challenged Roberts’ profit estimates; submitted alternate financial summaries.
- After an evidentiary prejudgment-remedy hearing, the court found probable cause for breach of contract and wage-statute claims and awarded a prejudgment remedy of $8,858,949; it also ordered disclosure of defendants’ assets to secure that amount.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract — entitlement to equity/distributions | Roberts says he met the performance targets and is entitled to a 25% stake and corresponding distributions for 2010–11 | Defendants say Roberts did not clearly meet benchmarks and contest profit calculations | Probable cause found that Roberts met targets, entitled to distributions; prejudgment remedy $8,858,949 granted |
| Measure of damages for breach | Roberts seeks ~$8.86M based on revised profit estimates and unpaid salary | Defendants contest profit assumptions and offered lower profit summaries | Court credited Roberts’ revised estimate (adjusted for defendants’ data) as a fair probable-cause damages estimate ($8,858,949) |
| Connecticut wage statute — are unpaid equity payouts and salary "wages"? | Roberts: unpaid base salary and nondiscretionary equity payouts qualify as wages under Conn. Gen. Stat. §31-71a | Defendants: TriPlanet’s NY nexus and work location may preclude Connecticut statute; equity payouts are discretionary/not wages | Court found probable cause that unpaid salary and nondiscretionary equity payouts are wages and Connecticut statute applies (or NY statute would be available) but declined double damages/attorney’s fees due to lack of bad faith |
| Disclosure of assets / security for prejudgment remedy | Roberts seeks disclosure to permit attachment of assets sufficient to secure remedy | Defendants did not show assets in CT; no specific rebuttal to disclosure request | Disclosure ordered: defendants must disclose assets/debts sufficient to secure $8,858,949 within 30 days |
Key Cases Cited
- Walpole Woodworkers, Inc. v. Atlas Fencing, Inc., 218 F. Supp. 2d 247 (D. Conn. 2002) (defines probable-cause standard for prejudgment remedies)
- TES Franchising, LLC v. Feldman, 286 Conn. 132 (Conn. 2008) (probable-cause standard is flexible; need not be more likely true than false)
- Calfee v. Usman, 224 Conn. 29 (Conn. 1992) (prejudgment remedy hearing is not a full trial on the merits)
- Association Resources, Inc. v. Wall, 298 Conn. 145 (Conn. 2010) (bonuses nondiscretionary in payment and amount qualify as "wages")
- Datto Inc. v. Braband, 856 F. Supp. 2d 354 (D. Conn. 2012) (three-factor test for classifying compensation as wages under Conn. law)
- Ravetto v. Triton Thalassic Technologies, Inc., 285 Conn. 716 (Conn. 2008) (double damages and attorneys’ fees under Conn. wage statute require finding of bad faith/unreasonableness)
- Sansone v. Clifford, 219 Conn. 217 (Conn. 1991) (awards of double damages and fees inappropriate absent bad faith)
- Weems v. Citigroup, Inc., 289 Conn. 769 (Conn. 2009) (New York wage law is similar and may inform interpretation/applicability)