NY Business Partners' Contract Dispute Fueled by 2016 Election Quelled in Del. Court
More than two years after feelings over the 2016 presidential election caused a rift between a trio of business partners, a jurist from Delaware rejected an attempt to kick one of those men out of the arrangement.
March 22, 2019 at 01:53 PM
4 minute read
More than two years after feelings over the 2016 presidential election caused a rift among three business partners, a Delaware Chancery Court judge rejected an attempt to kick one of those men out of the arrangement.
Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied an attempt by two of the men to give them power to sever ties with Erwin Gonzalez, who was represented in the case by Michael Bowe, a partner at Kasowitz Benson Torres in New York.
The two other men, Adam Goldenberg and Abraham Eisenstat, had asked Glasscock to reform a set of joint venture agreements between the three men to give Goldenberg unilateral power to oust a member. Goldenberg had claimed that they had intended, when amending those agreements, to give him that power.
But Glasscock sided with Gonzalez, who had claimed that Goldenberg and Eisenstat were simply unaware that the decision to oust a member had to be unanimous, per the contract. The joint venture agreements they signed on to specifically said one member could not make such a decision unilaterally, Glasscock said in the decision.
“The evidence at trial shows that [Goldenberg and Eisenstat] did not read the Old Oakland JVA or either of the two subsequent JVAs that gave the parties equal decision-making authority,” Glasscock wrote. “Nevertheless, failure to read does not per se indicate that there was no mistake, or that reformation is unavailable. For purposes of this analysis, I assume that [Goldenberg and Eisenstat] were mistaken.”
The amended joint venture agreements stem from a draft that was emailed to all three men in 2015 from an associate at Schulte Roth & Zabel, which they retained when starting their second joint venture. The draft was supposed to be based on a previous agreement that did not require unanimity on major decisions. Instead, it was based on a different agreement that did, in fact, require unanimity.
Goldenberg and Eisenstat signed the agreement thinking that major decisions could be made unilaterally, according to Glasscock. But the agreement did not reflect that.
More than a year later, that agreement would become particularly important when the relationship between Goldenberg and Gonzalez came to a boil. The day after the 2016 election, Goldenberg confronted Gonzalez about the outcome of the presidential contest.
Goldenberg specifically asked Gonzalez if he had voted for Donald Trump for president. Gonzalez confirmed that he had voted for Trump, after which a verbal altercation ensued. Goldenberg made clear to Eisenstat after that day that he no longer wanted to be in business with Gonzalez.
Goldenberg later asked Gonzalez to sign an agreement that would reduce his authority in the joint venture. Gonzalez declined to do so.
Glasscock wrote in his decision that just because Goldenberg and Eisenstat didn't realize they needed unanimous consent to part ways with Gonzalez, that doesn't change what they technically agreed to in the contract.
“Even assuming, as I do, that the majority members were mistaken regarding the terms of the three JVAs prepared by Schulte, I find that the majority members have not met their burden of demonstrating that Gonzalez was mutually mistaken, or that he knew of the majority members' mistake and remained silent,” Glasscock wrote.
Goldenberg and Eisenstat were represented by Stan Chelney and Philipp Smaylovsky from the Chelney Law Group in Manhattan, who did not immediately respond to a request for comment.
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