Stone Key Group, LLC v. Taradash ( 2021 )

***********************************************
The “officially released” date that appears near the be-
ginning of each opinion is the date the opinion will be pub-
lished in the Connecticut Law Journal or the date it was
released as a slip opinion. The operative date for the be-
ginning of all time periods for filing postopinion motions
and petitions for certification is the “officially released”
date appearing in the opinion.
All opinions are subject to modification and technical
correction prior to official publication in the Connecticut
Reports and Connecticut Appellate Reports. In the event of
discrepancies between the advance release version of an
opinion and the latest version appearing in the Connecticut
Law Journal and subsequently in the Connecticut Reports
or Connecticut Appellate Reports, the latest version is to
be considered authoritative.
The syllabus and procedural history accompanying the
opinion as it appears in the Connecticut Law Journal and
bound volumes of official reports are copyrighted by the
Secretary of the State, State of Connecticut, and may not
be reproduced and distributed without the express written
permission of the Commission on Official Legal Publica-
tions, Judicial Branch, State of Connecticut.
***********************************************
STONE KEY GROUP, LLC v. REID TARADASH
(AC 42524)
Lavine, Elgo and Alexander, Js.*
Syllabus
The plaintiff banking firm sought to recover damages from the defendant,
a former employee of the plaintiff, for, inter alia, breach of contract in
connection with bonus agreements between the parties. The plaintiff,
which had paid annual discretionary bonuses to its employees, was
unable to pay the plaintiff his 2014 bonus until 2016 because of financial
difficulties. When the defendant shortly thereafter requested his bonus
for 2015, U, the plaintiff’s chief executive officer, told him that the
plaintiff was not paying 2015 bonuses at that time because it had just
paid 2014 bonuses. The defendant thereafter told U that, in exchange
for the 2015 bonus, he would bring his family to the United States from
the Philippines, buy a home in Connecticut and redouble his efforts at
the plaintiff’s firm. Pursuant to written agreements the parties executed,
U agreed to pay the defendant an advance on the 2015 bonus and an
additional payment at a later date. Six days after receiving the advance
on the 2015 bonus, the defendant informed U that he was resigning and
moving to the Philippines. On his last day of employment, the defendant
returned to the plaintiff a laptop computer that the plaintiff had provided
to him. U thereafter discovered on the laptop e-mails from the defendant
to friends and coworkers indicating that he had been preparing to start
an information technology business in the Philippines upon receipt of
the 2015 bonus. U concluded that the defendant had used the plaintiff’s
resources to develop that business. The plaintiff thereafter sought repay-
ment of the 2014 bonus and the 2015 bonus advance. The trial court
rendered judgment for the plaintiff on its complaint in part and thereafter
granted in part the plaintiff’s motion for attorney’s fees. On the defen-
dant’s appeal and the plaintiff’s cross appeal to this court, held that the
trial court properly rendered judgment for the plaintiff and granted
its motion for attorney’s fees, and, because the court’s memoranda of
decision fully addressed the arguments raised in this appeal, this court
adopted the trial court’s memoranda of decision as proper statements
of the facts and applicable law.
Argued September 17, 2020—officially released April 20, 2021
Procedural History
Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
Court in the judicial district of Stamford-Norwalk,
where the defendant filed a counterclaim; thereafter,
the court, Lee, J., granted the defendant’s motion to
cite in Stone Key Securities, LLC, et al., as counterclaim
defendants; subsequently, the matter was tried to the
court; thereafter, the complaint was withdrawn in part;
judgment for the plaintiff on the complaint in part and
on the counterclaim, from which the named defendant
appealed to this court; subsequently, the court, Lee, J.,
granted in part the plaintiff’s motion for attorney’s fees,
and the named defendant filed an amended appeal and
the plaintiff cross appealed to this court. Affirmed.
James Nealon, for the appellant-cross appellee
(defendant).
Daniel L. Schwartz, with whom, on the brief, was
Howard Fetner, for the appellee-cross appellant
(plaintiff).
Opinion
PER CURIAM. This case involves a dispute between
the plaintiff employer, Stone Key Group, LLC, and the
defendant employee, Reid Taradash, concerning the
payment of two discretionary bonus agreements to the
defendant. On appeal, the defendant claims that the
trial court improperly (1) ruled in favor of the plaintiff
on his wage claim pursuant to General Statutes § 31-72,1
(2) concluded that he fraudulently induced the plaintiff
into paying an advance on his 2015 bonus, (3) permitted
the plaintiff to rescind that advance, (4) awarded the
plaintiff punitive damages, and (5) assessed postjudg-
ment interest. In its cross appeal, the plaintiff claims
that the court improperly (1) rejected its claim that the
defendant breached the terms of an agreement regard-
ing his 2014 bonus, (2) denied its motion for prejudg-
ment interest, and (3) failed to award the full amount
of its requested attorney’s fees and costs. We affirm
the judgment of the trial court.
The plaintiff is a private merchant banking firm in
Greenwich. At all relevant times, the defendant, who
now resides in the Philippines, was an employee of the
plaintiff. As part of its benefits package, the plaintiff
paid large, annual discretionary bonuses to its employ-
ees. Beginning in 2010, the plaintiff required its employ-
ees to sign contracts in order to receive those annual
bonuses. The amount of each bonus was left to the
discretion of the plaintiff on the basis of (1) an individ-
ual employee’s performance, (2) the plaintiff’s perfor-
mance overall, (3) macroeconomic conditions, (4) the
plaintiff’s anticipated future revenues, and (5) bonuses
paid by other competing investment banks.
From 2012 to 2014, the plaintiff suffered significant
financial difficulties.2 As a result, the defendant did not
receive a bonus for the 2013 year until December 23,
2014, as memorialized in a contract titled ‘‘Revised 2013
Bonus Terms’’ (2013 bonus agreement). The 2013 bonus
agreement contained a ‘‘clawback provision’’ that
allowed the plaintiff to recover all or part of future
annual bonuses for a specific year if an employee
engaged in certain wrongful conduct specified therein.
The plaintiff did not pay any 2014 bonuses to its
employees until the first quarter of 2016. On February
29, 2016, the defendant signed two documents. The first
was titled ‘‘2014 Bonus Terms—Reid M. Taradash,’’ and
the second was titled ‘‘2014 Grant of Bonus Agreement’’
(2014 bonus agreement). The defendant subsequently
received payment of his 2014 bonus in the amount of
$524,999.92. The 2014 bonus agreement contained a
clawback provision that allowed the plaintiff to recover
100 percent of the bonus it paid the defendant in the
event that the defendant’s employment was terminated
‘‘for cause.’’3
Shortly after receiving his 2014 bonus, the defendant
asked the plaintiff’s chief executive officer, Michael
Urfirer, for a 2015 bonus. Urfirer replied that the plain-
tiff was not paying 2015 bonuses at that time because
it had just paid 2014 bonuses. Urfirer and the defendant
later had a second discussion about paying the defen-
dant a 2015 bonus, during which the defendant told
Urfirer that, in exchange for a 2015 bonus, he would
bring his family to the United States from the Philip-
pines, buy a home in Connecticut, and redouble his
efforts at the firm.4 The evidence presented at trial none-
theless revealed, as he stated in multiple e-mails to his
friends and coworkers, that the defendant was prepar-
ing to move to the Philippines to start an information
technology business with a coworker, Sumit Laddha,
upon receipt of his 2015 bonus.
Urfirer ultimately agreed to pay the defendant a
$250,000 advance on his 2015 bonus subject to the claw-
back provision, as well as an additional payment of at
least $250,000 at a later date. As part of that transaction,
the plaintiff and the defendant signed two documents
on March 14, 2016: the ‘‘2015 Bonus Advance Terms—
Reid M. Taradash’’ and the ‘‘2015 Grant of Bonus
Advance Agreement’’ (2015 bonus advance agreement).
The defendant was the only employee who received a
2015 bonus advance in March, 2016.
On March 21, 2016, six days after receiving the
advance on his 2015 bonus, the defendant informed
Urfirer that he was resigning and moving to the Philip-
pines. In response, Urfirer told the defendant that he
believed that the defendant had procured the bonuses
under false pretenses and demanded that the defendant
either return the bonuses or retract his resignation. The
defendant did neither and relocated to the Philippines.
On his last day of employment, the defendant
returned his employer provided laptop to the plaintiff.
When Urfirer later used the laptop during a client pre-
sentation, the defendant’s Google e-mail account
appeared onscreen. At that time, Urfirer discovered
many of the defendant’s e-mails related to his new infor-
mation technology business and concluded that the
defendant had used the plaintiff’s resources to develop
that business. As a result, the plaintiff’s legal counsel
sent the defendant a letter notifying him that the plain-
tiff had reviewed his e-mails and demanding that he
repay the 2014 bonus and 2015 bonus advance in full.
When the defendant did not respond, Urfirer sent him
a letter on September 12, 2016, in which he retroactively
terminated the defendant’s employment for cause.
On September 26, 2016, the plaintiff commenced the
present action. The complaint alleged, inter alia, (1)
breach of contract with respect to the 2014 bonus agree-
ment and 2015 bonus advance agreement, (2) fraudulent
inducement with respect to the 2015 bonus advance,
(3) intentional misrepresentation, (4) negligent misrep-
resentation, (5) breach of fiduciary duty, (6) conversion,
and (7) a violation of the Connecticut Unfair Trade
Practices Act, General Statutes § 42-110a et seq. The
defendant filed an answer denying the material allega-
tions of the complaint, along with six special defenses
and a thirteen count counterclaim.
An eight day court trial was held from December 12,
2017, to January 19, 2018. The court thereafter issued
a comprehensive memorandum of decision on Novem-
ber 2, 2018, in which it set forth detailed findings of
fact and a thorough analysis of the claims brought by
the plaintiff and the defendant. On July 25, 2019, the
court issued a second memorandum of decision in
which it addressed the plaintiff’s subsequent motion
for attorney’s fees, costs, and interest.5 Our examination
of the record on appeal, and the briefs and oral argu-
ments of the parties, persuades us that the judgment
of the trial court should be affirmed. Because the court’s
memoranda of decision fully address the arguments
raised in the present appeal, we adopt the court’s thor-
ough and well reasoned decisions as proper statements
of the facts and applicable law. See Stone Key Group,
LLC v. Taradash, Superior Court, judicial district of
Stamford-Norwalk, Docket No. CV-XX-XXXXXXX-S
(November 2, 2018) (reprinted at 203 Conn. App. 61,
A.3d ). It would serve no useful purpose for us
to repeat the discussion contained therein. See, e.g.,
Woodruff v. Hemingway, 297 Conn. 317, 321, 2 A.3d
857 (2010); Maselli v. Regional School District No. 10,
198 Conn. App. 643, 647–48, 235 A.3d 599, cert. denied,
335 Conn. 947, 238 A.3d 19 (2020).
The judgment is affirmed.
* The listing of judges reflects their seniority status on this court as of
the date of oral argument.
1
General Statutes § 31-72 provides in relevant part: ‘‘When any employer
fails to pay an employee wages . . . or fails to compensate an employee
. . . such employee . . . shall recover, in a civil action, (1) twice the full
amount of such wages, with costs and such reasonable attorney’s fees as
may be allowed by the court, or (2) if the employer establishes that the
employer had a good faith belief that the underpayment of wages was in
compliance with law, the full amount of such wages or compensation,
with costs and such reasonable attorney’s fees as may be allowed by the
court. . . .’’
2
Specifically, in 2012, the plaintiff expected to earn $20 million but earned
slightly more than $6 million. In 2013, the plaintiff’s earnings were approxi-
mately $350,000, resulting in a loss of more than $11 million. In 2014, the
plaintiff earned $3.5 million in revenue, resulting in a $3.3 million loss for
the year.
3
The 2014 bonus agreement defined ‘‘cause’’ as either (1) a ‘‘violation of
a material policy of the [plaintiff],’’ (2) the ‘‘engagement in a dishonest or
wrongful act involving fraud, misrepresentation or moral turpitude causing
damage or potential damage [to the plaintiff],’’ (3) the ‘‘willful failure to
perform a substantial part of [the defendant’s] duties,’’ (4) the engagement
in ‘‘any conduct . . . which violates any federal or state securities law,’’ or
(5) ‘‘being materially deficient in . . . compliance or employment obliga-
tions to the [plaintiff].’’
4
Although the defendant at trial denied making these promises to Urfirer,
the court did not credit his denials and expressly credited Urfirer’s contrary
recollection of that conversation.
5
See Stone Key Group, LLC v. Taradash, Superior Court, judicial district
of Stamford-Norwalk, Docket No. CV-XX-XXXXXXX-S (July 25, 2019).