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Torricelli v. VB Asset Mgmt. LLC

Investment Company Is Not Liable for Wholly Owned Subsidiary's Breach of Contract

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OPINION & ORDER Plaintiffs Robert Torricelli and Elise Lelon sued Viscogliosi Brothers, LLC (“VB LLC”), an investment company, and VB Asset Management, LLC (“VBAM”), a wholly-owned subsidiary of VB LLC. See Second Am. Compl. (“SAC”), Dkt. 26. Plaintiffs bring breach of contract claims against both Defendants, as well as tortious interference, quantum meruit, and unjust enrichment claims against VB LLC. Id. VB LLC moved pursuant to Federal Rule of Civil Procedure 12(b)(6) to dismiss Plaintiffs’ claims against it, and Plaintiffs opposed the motion. See Def. Mot., Dkt. 32; Pls. Opp., Dkt. 33. For the following reasons, VB LLC’s motion to dismiss is GRANTED. BACKGROUND¹ VB LLC is an investment company that owns and manages portfolio companies in the medical device industry. SAC 11. In 2020 VB LLC established VBAM to manage private capital funds for investments in companies that provide technologies and services in the neuro-musculoskeletal space of that industry. Id. Both VBAM and VB LLC are owned and operated by the Viscogliosi brothers, John, Anthony, and Marc. Id. 15. Robert Torricelli, a former United States Senator, and Elise Lelon, an investor and former psychologist, joined the VBAM Board in February 2021. Id.

18, 21, 23, 24. At that time, Plaintiffs and VBAM executed Charter and Compensation Agreements (collectively the “Board Agreements”).² Id. 24; see also SAC Ex. 1, Dkt. 26-1. The Compensation Agreement provides that all Board members are entitled to a quarterly retainer fee of $20,000, certain other fees related to capital raising, and a pro rata share of 5 percent of the total carried interest received by VBAM. See SAC Ex. 1 at 5. Plaintiffs claim that they were never compensated for the Board services that they provided. SAC

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