Angrisani v. Financial Technology Ventures

952 A.2d 1140, 402 N.J. Super. 138, 2008 N.J. Super. LEXIS 175
CourtNew Jersey Superior Court Appellate Division
DecidedAugust 7, 2008
StatusPublished
Cited by30 cases

This text of 952 A.2d 1140 (Angrisani v. Financial Technology Ventures) is published on Counsel Stack Legal Research, covering New Jersey Superior Court Appellate Division primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Angrisani v. Financial Technology Ventures, 952 A.2d 1140, 402 N.J. Super. 138, 2008 N.J. Super. LEXIS 175 (N.J. Ct. App. 2008).

Opinion

The opinion of the court was delivered by

SKILLMAN, P.J.A.D.

Plaintiff entered into an agreement with the predecessor to defendant Nexxar Group, Inc. (Nexxar) under which he was employed as its President and Chief Executive Officer. Plaintiff also entered into an agreement with defendant Financial Technology Ventures, L.P. (FT Ventures) and other investors for the purchase of stock in Nexxar’s predecessor. Plaintiffs employment agreement with Nexxar contains a provision for arbitration [144]*144of disputes. Plaintiffs stock purchase agreement with FT Ventures does not contain any arbitration provision. In this action, plaintiff asserts claims against both Nexxar and FT Ventures. The primary issue presented by the appeal is whether plaintiff may be forced to arbitrate his claims against FT Ventures, even though his agreement with FT Ventures does not provide for arbitration, because those claims are allegedly intertwined with and dependent upon his employment agreement with Nexxar. We conclude that plaintiff may be required to arbitrate only those claims that he has specifically agreed to submit to arbitration, and that the omission of any provision for arbitration in the stock purchase agreement with FT Ventures and other investors shows that plaintiff did not agree to arbitrate any claims he might assert against FT Ventures.

Plaintiff, an experienced businessman, developed a plan for formation of a worldwide money transfer company that would engage in the transfer of funds from residents of one country to residents of another country for family, business and other purposes. One part of plaintiffs plan involved acquisition of existing companies engaged in the money transfer business.1

To undertake this plan, plaintiff formed a wholly-owned corporation, Axxa Group, Inc. (AGI), in which he deposited his intellectual property and related business plan information. The implementation of plaintiffs plan required him to raise between $50 and $200 million in capital. To raise this money, plaintiff sought venture capital partners.

In June 2003, plaintiff entered into an agreement with defendant FT Ventures, which had preexisting relationships with global banking institutions and knowledge of the money transfer industry, to invest sufficient money in AGI to implement part of his [145]*145business plan. FT Ventures agreed that plaintiff would continue to serve as CEO, President and a member of AGPs Board of Directors. Plaintiff and FT Ventures initially executed a “term sheet” to reflect the terms of their joint venture agreement.

Shortly thereafter, FT Ventures pursued negotiations lor acquisition of Uno Money Transfer Co. (Uno), a Brazilian money transfer company. The acquisition of Uno was apparently finalized at the same time that plaintiff, AGI and FT Ventures formalized the arrangements set forth in the term sheet by the execution on November 25, 2003 of the two agreements around which this appeal revolves.

The first was an agreement for the purchase of stock in AGI, which at that time was renamed Tri-Axxa and later renamed Nexxar. The signatories to the stock purchase agreement were not only plaintiff and Nexxar’s predecessor Tri-Axxa but also FT Ventures and three other investors in the corporation. This agreement did not contain any provision for arbitration of disputes that might arise thereunder.

The second was an agreement by Nexxar’s predecessor TriAxxa to employ plaintiff as its President and CEO. The only signatories to the employment agreement were plaintiff and the corporation. This agreement contained a provision for arbitration of any dispute between the parties, the specific terms of which are quoted and discussed later in this opinion.

Plaintiffs complaint alleges that after the execution of the stock purchase and employment agreements, he became aware “for the first time that Uno’s transactions and processes originating in Brazil and resulting in the transfer of funds out of Brazil, were in violation of Brazilian law and might also be in violation of United States law.” The complaint further alleges that “FT Ventures had been advised by its counsel in 2003 in connection with its due diligence investigation of Uno, that the Brazilian northbound traffic of Uno could be illegal and that FT Ventures should seek an opinion of Brazilian counsel on the issue!,]” but that “FT Ventures had apparently chosen to disregard its counsel’s advice [146]*146and rather to rely upon representations and warranties by Uno that its procedures were in compliance with Brazilian law.” Plaintiff alleges that he confronted the FT Ventures’s representatives on the Nexxar board of directors with this information and demanded that they disclose the information to other board members. However, according to plaintiff, FT Ventures refused to do this and subsequently caused the Nexxar board first to suspend and later to terminate him from his position as President and CEO of Nexxar.

Based on these factual allegations, plaintiff asserted claims against FT Ventures for fraudulent misrepresentations, intentional omission or concealment, negligent misrepresentation, breach of contract and the duty of good faith and fair dealing, and tortious interference with his employment contract with Nexxar. Plaintiffs complaint also asserted a claim against Nexxar for breach of contract and the duty of good faith and fair dealing. Plaintiff demanded a jury trial on his claims.

In addition to this complaint, plaintiff filed a second action against Nexxar and members of its board of directors, asserting a claim under the Conscientious Employee Protection Act, N.J.S.A. 34:19-1 to -14, based on his allegation that Nexxar terminated him in retaliation for his actions regarding the illegality of Uno’s business operations.

Defendants filed a motion in the present action to strike plaintiffs demand for a jury trial. The trial court granted this motion as to Nexxar but denied it as to FT Ventures.

Defendants subsequently filed a motion to compel arbitration of plaintiffs claims against both Nexxar and FT Ventures. The trial court issued an oral opinion granting this motion. Although only the employment agreement between plaintiff and Nexxar contained an arbitration provision, the court concluded that plaintiff was “equitably estopped” from refusing also to arbitrate his claims against FT Ventures because “there is a substantial intertwining of the wrongs and a tangible but-for connectivity” between those claims and the employment agreement. Accordingly, the court [147]*147ruled that plaintiff was required to submit all of his claims against both Nexxar and FT Ventures to arbitration and dismissed the complaint without prejudice. We granted plaintiffs motion for leave to appeal from the order memorializing this ruling.2

The trial court also granted Nexxar’s motion to compel arbitration of plaintiffs CEPA claim. Plaintiff did not appeal from the dismissal of that action.

In this appeal, plaintiff argues that even if his claims against Nexxar fall within the arbitration provision of the employment agreement, Nexxar either waived or is judicially estopped from asserting its right to compel arbitration of those claims.

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Cite This Page — Counsel Stack

Bluebook (online)
952 A.2d 1140, 402 N.J. Super. 138, 2008 N.J. Super. LEXIS 175, Counsel Stack Legal Research, https://law.counselstack.com/opinion/angrisani-v-financial-technology-ventures-njsuperctappdiv-2008.