In the fourth cause of action, Mr. Wilson alleges claims based on the doctrines of unjust enrichment, quantum meruit, and monies had and received. Under each of those theories, Mr. Wilson seeks to recover the "reasonable value of his services," which he defines as his share of the carried interest. As we have previously said, "[t]he theory of unjust enrichment lies as a quasi-contract claim and contemplates an obligation imposed by equity to prevent injustice, in the absence of an actual agreement between the parties" (Georgia Malone & Co.
Liberally reading the first cause of action, as we must, Wilson alleges several bases on which he claims that defendants owed him a fiduciary duty. One allegation is that OEP and Dantas, who were majority shareholders, officers and directors, owed Mr. Wilson a fiduciary duty in his capacity as a minority shareholder. That proposition is true under New York law: "Because the power to manage the affairs of a corporation is vested in the directors and majority shareholders, they are cast in the fiduciary role of 'guardians of the corporate welfare' (Leibert v Clapp, 13 NY2d 313, 317; see Case v New York Cent.
Given the Court's decision that we must decide the nonfinal issues newly raised by defendants, I conclude that, as a matter of law, only a portion of one cause of action in plaintiff's complaint [FN2] should survive defendants' motion.
That same analysis applies to Mr. Wilson's claim that he was entitled to an "irrevocable put option." Paragraph 12(3) of the Shareholders' Agreement provides: "Opportunity hereby grants to each of Wilson, Andrade, Demarco and Carvalho an irrevocable put option over their Shares in the Company at a price and according to the payment terms and conditions to be agreed pursuant to Annex A." Annex A contains merely a bare bullet point stating "Call/put upon exit", without any specification of when or how it would be implemented or how the put price might be determined. In the Demarco litigation, the Cayman court observed, "A shareholders' agreement prohibited the sale of shares other than to the company and gave each of the minority shareholders an irrevocable put option and the company a corresponding call option in respect of their shares, to be exercised in accordance with terms and conditions in a schedule to the agreement.
In 1960s Rio por Janeiro, aspiring writer Felipe leads a life of wild parties held in an apartment in famous street Barata Ribeiro in Copacabana. There he and his friends enjoy freedom even in the midst of a complicated political moment.
WILSON, J.(dissenting): We should dismiss this appeal for check here lack of appellate jurisdiction; the two issues as to which plaintiff sought leave to appeal have been rendered academic by plaintiff's subsequent amendment of his complaint. Defendants agree that those two issues are no longer present.
Last July, Dantas was arrested and indicted for money laundering, tax evasion, and racketeering to embezzle public pension funds in Operation Satiagraha—the country’s largest financial and political corruption case in recent history. Dantas was accused of having used his Opportunity Capital Partners holdings (estimated by Bloomberg to be worth $11.3 billion in 2008) to mastermind a complex money laundering operation that included significant funds in the Cayman Islands and Delaware.
Las masacres de cientos do civiles en hospitales, escuelas y mercados a las qual el mundo asiste con indiferencia
Husbands/Wife and Childrens: All information about his read more private life is hidden orstays unknown, so it’s difficult to say if he has a wife or children.
El asesino por California mató a Destes niños y a un joven con un rifle AK-47 previamente do ser abatido por la policÃa
"Vendà mi sangre para subsistir": los inmigrantes de que alquilan su cuerpo a la ciencia en ensayos clÃnicos de modo a ganarse la vida en EE.UU.
and Opportunity Invest II, Inc.'s motion to dismiss the complaint as against them for lack of personal jurisdiction.
A family experiences two traumatic events in a lapse of forty-odd years: the loss of one of the family members and how this affects the others; and the arrival of new neighbors, strangers, click here who upset the family and supposed social harmony. The fragility of family relations, the passage of time, the meaning of existence and, above all, fear check here and mistrust of the unfamiliar (the stranger, the foreigner, the outsider, the other.
In the eighth cause of action, Mr. Wilson brings a claim under the doctrine of promissory estoppel. "To prevail on such a cause of action, the party advancing it must demonstrate that the opposing party made a clear and unambiguous promise, upon which the former reasonably relied, more info to its detriment" (R.