Howard v. Goldbloom

241 Cal. Rptr. 3d 743, 30 Cal. App. 5th 659
CourtCalifornia Court of Appeal, 5th District
DecidedDecember 21, 2018
DocketA154298
StatusPublished
Cited by18 cases

This text of 241 Cal. Rptr. 3d 743 (Howard v. Goldbloom) is published on Counsel Stack Legal Research, covering California Court of Appeal, 5th District primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Howard v. Goldbloom, 241 Cal. Rptr. 3d 743, 30 Cal. App. 5th 659 (Cal. Ct. App. 2018).

Opinion

Tucher, J.

*661Defendants appeal an order of the trial court denying their petition to compel arbitration. They contend the claims asserted by plaintiff Jeremy Howard arose out of his employment relationship with Kaggle, Inc. (Kaggle, or the company), of which he was president and remains a minority shareholder. We shall affirm the order.

I. BACKGROUND

In this action, plaintiff Jeremy Howard alleges that Kaggle's chief executive officer (CEO), Anthony Goldbloom, three other members of its board of directors (Benjamin Hamner, Ash Fontana, and Curtis Feeny), and three limited partnerships (Zetta Venture Partners I, L.P., Voyager Capital Fund IV, L.P., and Voyager Capital Founders' Fund IV, L.P. (the VC defendants) ) abused their corporate power and breached their fiduciary duty to him by wrongfully diluting his interest in Kaggle's stock, transferring its value to themselves through a self-dealing transaction.

*745A. Allegations of the Complaint

Goldbloom formed an Australian company, Kaggle Pty Ltd, in 2010. In 2011, he recruited Howard to invest in the Australian company and join as an employee. Howard accepted, and he invested $100,000 Australian dollars for a 10 percent share in the company. Goldbloom decided to move the company to California, and in 2011, he and Howard formed Kaggle, Inc., a Delaware company.

*662Howard rewrote Kaggle's software platform, developed a business plan and financial model, and prepared a presentation for potential investors. The company raised $11.25 million from a group of venture capitalists (referred to in the complaint as the "Original VCs"). In recognition of Howard's contributions, Kaggle's board of directors approved the issuance of nearly half of the outstanding Kaggle common stock to Howard, with Goldbloom retaining a slight majority position. Goldbloom served as Kaggle's CEO, and Howard was the company's president and chief scientist.

The company suffered business setbacks under Goldbloom's leadership, and the Original VC's told Goldbloom in June 2013 that they wanted him to step down as CEO. Goldbloom persuaded the company's board of directors to terminate Howard's employment instead, and Howard ceased working for Kaggle in August 2013.

The company's financial troubles increased, and by February 2015, it was "on the brink of collapse." In debt and almost out of money, the company needed fresh capital. Defendants devised a scheme in 2015 by which Kaggle increased its issued and outstanding stock tenfold, thus diluting the value of the existing common stock, without compensation to the minority shareholders. Defendants used the newly issued shares to pay off the Original VC's, and divided the remainder among themselves. They caused Kaggle to increase the stock option pool available to management from 8.14 percent to 37.26 percent of Kaggle stock, in order to mitigate the effects of the common stock dilution.1

Defendants arranged a merger with Google in 2017. Goldbloom told an investor, Nicholas Gruen, that Google would pay $60,000,000 for Kaggle, and that Google had been chosen from two other potential suitors, including Amazon. Gruen said the price seemed low in light of the other companies' interest, and Goldbloom agreed Kaggle could probably get more but said he wanted the deal. The final terms of the merger deal provided that Google paid approximately $47,900,000, plus an additional $10,000,000 in "stay bonuses" to members of management. Goldbloom and Hamner received "stay bonuses" of $3,000,000 each, and "closing bonuses" equal to half the value of the stock options they had recently received as if the merger had accelerated the vesting of those options. Plaintiff alleged the stay bonuses and closing bonuses were a "blatant diversion of merger consideration from the minority shareholders." Howard's share of the merger proceeds was a little more than $700,000.

*663Based on these allegations, Howard and Gruen pled causes of action for breach of fiduciary duty against Goldbloom, Hamner, Fontana, and Feeney; and aiding and abetting breach of fiduciary duty, unjust enrichment, and constructive trust against all defendants. Gruen later dismissed his claims with prejudice.

*746B. Petition to Compel Arbitration

Defendants petitioned to compel arbitration of the claims asserted in the complaint and to stay proceedings in this action on the ground that Howard had signed four separate agreements in which he consented to arbitrate disputes related to Kaggle. Three of the agreements were signed in October 2011, when Howard became employed by Kaggle, and the fourth was a separation agreement executed in October 2013, after Howard's employment ended.

The trial court denied the petition, concluding that the arbitration clauses in the four agreements "go to the terms and interpretation of those agreements and matters released by them. Those employment-related agreements preceded by years the issues pled in the complaint, which do not regard Howard's employment." This timely appeal ensued.

II. DISCUSSION

A. Legal Principles

" 'California has a strong public policy in favor of arbitration and any doubts regarding the arbitrability of a dispute are resolved in favor of arbitration.' [Citation.] It is the party opposing arbitration who bears the burden to show the arbitration provision cannot be interpreted to cover the claims in the complaint. [Citations.] There is no public policy, however, that favors the arbitration of disputes the parties did not agree to arbitrate." ( Aanderud v. Superior Court (2017) 13 Cal.App.5th 880, 890, 221 Cal.Rptr.3d 225 ( Aanderud ).) Thus, "no dispute may be ordered to arbitration unless it is within the scope of the arbitration agreement." ( Titolo v. Cano (2007) 157 Cal.App.4th 310, 317, 68 Cal.Rptr.3d 616.)

" '[T]he decision as to whether a contractual arbitration clause covers a particular dispute rests substantially on whether the clause in question is "broad" or "narrow." ' [Citation.] 'A "broad" clause includes those using language such as "any claim arising from or related to this agreement." ' [citation] or ' "arising in connection with" the agreement' [citation]. 'It has long been the rule in California that a broadly worded arbitration clause ... may extend to tort claims that may arise under or from the contractual *664relationship.

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Cite This Page — Counsel Stack

Bluebook (online)
241 Cal. Rptr. 3d 743, 30 Cal. App. 5th 659, Counsel Stack Legal Research, https://law.counselstack.com/opinion/howard-v-goldbloom-calctapp5d-2018.