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Please E-mail suggested additions, comments and/or corrections to Kent@MoreLaw.Com. Date: 03-09-2001 Case Style: Phillip Lieberman and Melissa Lieberman v. Schnoover, et al. Case Number: CJ 2000-00930 Judge: Jane P. Wiseman Court: District Court, Tulsa County, Oklahoma Plaintiff's Attorney: Steve Peters and Eric Stahl of Harris, Gordon, McMahan, Peters & Thompson, P.C., Tulsa, Oklahoma Defendant's Attorney: Ira Edwards of Pray Walker Jackman Williamson & Marlar, Tulsa, Oklahoma Description: Phillip Lieberman and Melissa Lieberman,now Jackson (brother & sister) brought this action against three corporations (Cellxion) for breach of employment contracts and against Steven Schoonover and Schoonover Investments L.P. (a family limited partnership which owns the "Cellxion" entities), for breach of a stock "Exchange Agreement" and for fraudulent inducement to enter into the "Exchange Agreement". The case was tried on all Plaintiffs' issues except breach of the "Exchange Agreement", which had been reduced to a Letter of Intent. Defendants Cellxion countersued both Plaintiffs for breach of employment agreements and conversion of monies and personal property. There is a long sorted background leading up to the disputed transactions, but in essence, the Plaintiffs were the majority shareholders of Mobile International Inc. that was started by their grandfather in 1970. Mobile manufactured lightweight portable mobile telecommunication and cell communication units. Through a series of tragic events Mobile found itself in a serious cashflow shortage. After options were considered they decided to accept Schoonover's offer to "discharge" the minority shareholders, purchase the secured debt from Mobile's bank and guarantee the Plaintiffs employment agreements and a stock agreement that would provide a minimum 1 million dollar buyout. Mobile would surrender its assets to Cellxion, the unsecured creditors would be paid a pro-rata portion of their accounts based on a fair market value determination of the assets surrendered (less the bank debt), and the business would continue pretty much as before. Cellxion was involved in the same industry, but manufactured different heavier products. The minority shareholders were sent on their way and the bank notes were purchased. The employment agreements and exchange agreement were to be signed at the bank closing. Pray Walker was local counsel for Cellxion and Schoonover and did not produce the employment or exchange agreements at closing. The bank notes were purchased, however Mobile did not surrender its assets. Schoonover's reaction was intense.. A bill of sale for the assets was "tendered" the next day but delivery was not effective until the employment agreements, and now, letter of intent for an exchange agreement were delivered. Employment agreements and Letter of Intent were signed about a month later, but the relationships had soured. Cellxion fired the Plaintiffs on four months later under the pretense of "cause" and the Exchange agreement never materialized. Outcome: The jury found that the Cellxion Defendants breached the employment agreements because they were fired without "Cause", as defined by the agreements which Pray Walker drafted, and that the Plaintiffs had not breached the agreements. They also found that the Plaintiffs were fraudulently induced by the Schoonover Defendants into entering into the Letter of Intent, and that the fraud warranted stage two punitive damages for wanton and reckless disregard for the Plaintiffs' rights with knowledge of the likely harm to the Plaintiffs. Finally, the jury found in favor of the Plaintiffs on Defendants' counterclaims for conversion of monies and property (the pretense of "cause" under the employment agreements). Damages were awarded as follows:
1. Plaintiff Phillip Lieberman (against Cellxion) - Breach of Employment Contract $255,896.58 Plaintiff's Experts: Unknown Defendant's Experts: Unknown Comments: E-mail suggested additions, comments and/or corrections to verdicts@morelaw.com. |
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