United States District Court, D. Massachusetts
MEMORANDUM OF DECISION
RYA W. ZOBEL SENIOR UNITED STATES DISTRICT JUDGE
case arises out of a dispute over payment and benefits
allegedly owed pursuant to several agreements
contemporaneously entered into by the parties. Plaintiff
Zachary Deese-Laurent entered an Employment Agreement with
defendant Real Liquidity, Inc. (“RLI”), a
corporation offering a secondary market for the trading of
real estate shares. The parties concurrently executed a Stock
Restriction Agreement, a confidentiality agreement, a Note
Purchase Agreement, and a Convertible Promissory Note.
Together, these agreements not only created an employment
relationship, but also established plaintiff as
defendants' creditor; without the $100, 000 equity
investment in stock benefits memorialized across all
agreements, plaintiff alleges he would not have accepted
employment with defendant.
arguing that defendant terminated him so as to prevent his
stock from vesting, plaintiff brings this action against RLI
and its principals, Kevin Guy and Stanley Sprenger, for
payment of wages, commissions, and common stock benefits.
Defendants move to dismiss for lack of personal jurisdiction,
or alternatively for failure to state a claim (Docket # 7),
and, relying on a forum selection clause located only in the
Note Purchase Agreement, move to transfer venue to the United
States District Court for the Middle District of Florida
pursuant to 28 U.S.C. § 1404(a). Docket # 19.
Zachary Deese-Laurent is a Massachusetts resident with a home
office in the town of Newton Center. He is by profession an
entrepreneur and investor who focuses on real estate, private
equity, credit and venture capital. Defendant RLI, a Delaware
corporation with a principal place of business in Florida,
provides technology for the marketing and trading of private
securities of syndicated real estate assets. Defendant Kevin
Guy is a Florida citizen and RLI's Chief Executive
Officer. Defendant Stanley Sprenger is a citizen of British
Columbia, Canada, and RLI's Chief Operating Officer.
learned of RLI's business in the fall of 2015, and met
soon thereafter with Guy to discuss possible collaboration.
After many months of negotiations, plaintiff entered
employment and confidentiality agreements with RLI on or
about August 15, 2016. Although he normally required a
monthly salary in the $20, 000 range, plaintiff accepted a
$4, 000 monthly wage based on the understanding that RLI
would provide him with a significant equity interest in the
company in the form of common stock. Contemporaneously with
the Employment Agreement, plaintiff also signed a stock
restriction agreement (“SRA”), convertible
promissory note (“Note”), and note purchase
agreement (“NPA”). Pursuant to the Note, NPA, and
SRA, Deese-Laurent as manager of Vineyard Group Holdings,
invested $100, 000 in RLI and subscribed to 1.1 million
shares of RLI common stock.
explicitly disclaims any obligation to continue
plaintiff's employment, providing that RLI “may
terminate such Business Relationship and vesting at any time, for
any reason or no reason, with or without prior notice.”
Docket # 20-6, at 9. Plaintiff's complaint nonetheless
characterizes the interrelationship between these agreements
At the time Deese-Laurent became RLI's Director of
Listing Services, he also became, through Vineyard, a
creditor of RLI. In exchange for Deese-Laurent's $100,
000 loan and the NPA and SRA, the Defendants agreed to an RLI
stock acquisition and vesting scheme for Deese-Laurent.
Through these instruments, Deese-Laurent would obtain RLI
common stock and a significant ownership stake in RLI. But
for this stock grant under the SRA, Deese-Laurent would not
have lent the $100, 000 to RLI or become an employee of RLI.
First Amended Complaint (“FAC”) (Docket # 5),
agreements include a Florida choice-of-law provision, but
only the NPA also contains a forum selection clause,
identifying the federal court in the Middle District of
Florida as the location for the filing of any action
“arising out of or based upon this Agreement.”
Docket # 20-3; Guy Aff., ¶¶ 17, 20.
January 30, 2017, Guy notified Deese-Laurent by email that
229, 165 of his allotted shares of RLI stock had vested. The
next day, Sprenger notified Deese-Laurent by email that RLI
was changing his status from employee to independent
contractor, retroactively effective to January 1, 2017. On
February 21, 2017, Guy notified Deese-Laurent by email that
RLI was terminating his employment and buying back his
unvested shares. In April 2017, Plaintiff brought this
action, which defendants then removed to federal court.