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Direct Capital Corp. v. Adamaitis

Supreme Court of New Hampshire

December 7, 2011

Direct Capital Corporation
v.
Joseph R. Adamaitis

UNPUBLISHED OPINION

The respondent, Joseph R. Adamaitis, appeals superior court orders issued following a bench trial in the instant equity proceeding brought by the petitioner, Direct Capital Corporation. We affirm.

We will affirm the trial court's factual findings unless they are unsupported by the evidence and will affirm the trial court's legal rulings unless they are erroneous as a matter of law. Sutton v. Town of Gilford, 160 N.H. 43, 55 (2010).

The respondent first argues that the trial court erred by making findings of fact and rulings of law on issues about which its prior orders precluded the parties from conducting discovery. Specifically, the respondent contends that the trial court precluded the parties from conducting discovery about the meaning and intent of the respondent's employment agreement, but then made findings on those issues. The record submitted on appeal does not support this assertion. Rather, it demonstrates that in his objection to the petitioner's motion for summary judgment, the respondent made numerous assertions regarding the meaning of the employment agreement and cited deposition testimony to support his assertions. The record also demonstrates that the respondent specifically requested the trial court to issue numerous findings and rulings about the meaning of the employment agreement. Of the 143 requests for factual findings the respondent submitted, at least sixty-one specifically concerned his employment agreement. In light of this record, we reject the respondent's assertion that the trial court erred by making findings and rulings on issues about which its prior orders precluded the parties from conducting discovery.

The respondent next asserts that the trial court made findings and rulings that lacked evidentiary support. In his reply brief, the respondent clarifies that he "does not allege that there is no evidence on which the trial court could have based some if its findings, but rather, . . . had he known the trial court was going to unilaterally expand the scope of the trial, he would have presented substantially more evidence." The respondent's claim that the trial court somehow "expanded" the scope of the trial to include issues about his employment agreement, without his knowledge, is not supported by the record. In its January 9, 2009 order, the trial court specifically stated that "the sole triable issue in this case is whether or not the circumstances surrounding [the petitioner's] sale . . . to Allied Capital triggered payments to [the respondent] pursuant to the terms of the [change in control clause in his] Employment Agreement." Additionally, on the first day of trial, the respondent's counsel stated that among the issues for the court to decide were "the interpretation of the employment agreement as it relates to the materiality of Allied['s] relationship with [the petitioner], which, in turn, the Court would be required to understand on the issue of materiality." Moreover, as discussed above, the respondent specifically asked the trial court to make findings and rulings about the meaning of his employment agreement.

Finally, the respondent contends that by addressing issues related to his employment agreement, the trial court addressed issues that were not pleaded in the petitioner's petition for declaratory judgment as well as exceeded the stipulation of the parties. The record supports neither contention. The respondent's answer to the petition made his employment agreement relevant. In his answer, the respondent alleged that his employment agreement provided that he would receive a certain sum upon a "change of control" in either the petitioner's company or the respondent's company, that from June 2006 until his termination, the petitioner was negotiating with Allied Capital to effect a "change in control, " and that he was terminated specifically to avoid paying him pursuant to the employment agreement's change of control provisions. The respondent also alleged that the petitioner failed to disclose to the respondent its pending sale to Allied Capital specifically to induce him to enter into various releases and avoid paying him pursuant to the employment agreement. Moreover, the record does not demonstrate that the parties stipulated that the trial would not include issues related to the meaning of the employment agreement.

For all of the above reasons, we affirm the trial court's decision. We also grant the respondent's assented-to motion to correct the record.

Affirmed.

DUGGAN, HICKS and CONBOY, JJ., ...


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