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Deese-Laurent v. Real Liquidity, Inc.

United States District Court, D. Massachusetts

March 30, 2018

ZACHARY DEESE-LAURENT
v.
REAL LIQUIDITY, INC., KEVIN GUY, and STANLEY SPRENGER

          MEMORANDUM OF DECISION

          DATE RYA W. ZOBEL SENIOR UNITED STATES DISTRICT JUDGE

         This 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.

         Essentially 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.

         I. Background

         A. The Parties

         Plaintiff 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.

         B. The Agreements

         Deese-Laurent 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, LLC[1], invested $100, 000 in RLI and subscribed to 1.1 million shares of RLI common stock.

         The SRA explicitly disclaims any obligation to continue plaintiff's employment, providing that RLI “may terminate such Business Relationship[2] 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 as follows:

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), ¶ 25.

         All 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.

         On 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.

         II. ...


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