Wilson v. Dantas
2014 U.S. App. LEXIS 4240
2d Cir.2014Background
- Wilson designed a Brazilian private equity program and formed the Partnership with IEII and OEP to oversee investments from 1997 to 2008.
- Wilson negotiated an employment agreement with Dantas entitling him to 5% carried interest and joined OEP’s Shareholder Agreement with most shares held by a Dantas-controlled entity.
- In 2005 Citibank, through IEII, replaced OEP as general partner; later litigation culminated in a 2008 confidential settlement among Citibank, Dantas, and OEP, excluding Wilson.
- Wilson filed suit in 2012 in New York state court alleging Citibank and related entities breached obligations and mismanaged carried interest; Citibank removed the case to district court under the Edge Act.
- The district court dismissed all Citibank-related claims under Rule 12(b)(6); remaining state-law claims against the Opportunity defendants were decline to exercise supplemental jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is there Edge Act jurisdiction over the claims? | Wilson asserts federal jurisdiction due to foreign financial operations. | Citibank disputes lack of removable foreign financial operation. | Edge Act jurisdiction proper; arising from foreign financial operations. |
| Do Wilson's tort claims fail for lack of fiduciary duty and aiding/abetting? | Wilson contends Citibank owed a fiduciary duty via OEP to Wilson. | Citibank argues no fiduciary relationship with Wilson; no aiding/abetting liability. | No fiduciary relationship; aiding/abetting claim untenable; claims dismissed. |
| Do Wilson's contract and quasi-contract claims fail for lack of third-party beneficiary or clear promise? | Wilson asserts rights under Limited Partnership Agreement and related promises. | Agreement disclaims third-party beneficiaries; no enforceable promises to Wilson. | Lack of third-party beneficiary rights and absence of clear promise; claims dismissed. |
| Do Wilson's remaining tort theories (e.g., promissory estoppel, unjust enrichment, conspiracy) fail as pleaded? | Wilson seeks promissory estoppel and unjust enrichment based on assurances and settlement dynamics. | No enforceable promise; no enrichment of Citibank at Wilson's expense; conspiracy lacks actionable tort. | Claims fail; no actionable basis alleged. |
Key Cases Cited
- American International Group, Inc. v. Bank of America Corp., 712 F.3d 775 (2d Cir. 2013) (defines Edge Act jurisdiction scope over foreign financial operations)
- India.Com, Inc. v. Dalal, 412 F.3d 315 (2d Cir. 2005) (third-party beneficiary status rarely extends where negating clause exists)
- In re Lehman Bros. Holdings Inc., 479 B.R. 268 (S.D.N.Y. 2012) (undercutting reliance and contracting principles in bankruptcy context)
- TVT Records v. Island Def Jam Music Group, 412 F.3d 82 (2d Cir. 2005) (fraudulent concealment requires intent to defraud)
- United States v. Falcone, 257 F.3d 226 (2d Cir. 2001) (fiduciary duty requires mutual intent; information-sharing alone insufficient)
- Rogers v. Town of Islip, 646 N.Y.S.2d 158 (2d Dep’t 1996) (promissory estoppel requires a clear and unambiguous promise)
- Anesthesia Associates of Mount Kisco, LLP v. N. Westchester Hosp. Ctr., 873 N.Y.S.2d 679 (2d Dep’t 2009) (civil conspiracy requires underlying actionable tort)