Judge J. Paul Oetken
In a 2004 letter agreement, Sansal and Paschal agreed to equal ownership of OnTargetJobs (OTJ). Private equity firm Warburg Pincus later agreed to invest $40 million in financing provided Sansal receive 1.89 percent equity in OTJ, and another 1.5 percent if Warburg earned five times its investment. On Feb. 1, 2005, Sansal agreed to the percentages, and to take a consulting position. Sansal and Paschal later signed an agreement rescinding the letter agreement. In 2008, Sansal learned that Paschal neither informed Warburg of their partnership nor of their letter agreement as to equal ownership of OTJ. The court granted Paschal summary judgment in Sansal’s lawsuit asserting that Paschal’s misrepresentation and/or failure to inform Warburg of the letter agreement constituted fraud, breach of fiduciary duty and contract breach. There was no evidence Paschal’s alleged misrepresentation caused Sansal to receive a lesser share of OTJ equity. Further, since all of the facts alleged by Sansal to support his fiduciary duty breach claim could have been “truthfully alleged” by February 2005 at the latest, the claim was time-barred by February 2008 at the latest pursuant to New York Civil Practice Law and Rules §214(4)’s three-year statute of limitations.
