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Araujo v. Macaire

Araujo v. Macaire

United States District Court for the Southern District of New York

April 10, 2020, Decided; April 10, 2020, Filed

16 Civ. 9934 (PAE) (KNF)

Opinion

OPINION & ORDER

PAUL A. ENGELMAYER, District Judge:

Plaintiff Jubilee First Avenue Corporation ("JFAC") owns and operates a restaurant, Jubilee on First. JFAC, along with plaintiffs Ilda Araujo and Luc Holie—JFAC shareholders, Board members, and officers—bring this action against defendant Eric Macaire, JFAC's former president. Plaintiffs allege that Macaire is liable for a portion of a settlement with former restaurant employees under the Fair Labor Standards Act ("FLSA"), 29 U.S.C. §§ 201 et seq., and the New York Labor Law ("NYLL"), N.Y. Lab. Law §§ 650 et seq., in Franco v. Jubilee First Ave. Corp., No. 14 Civ. 7729 (SN), 2016 U.S. Dist. LEXIS 114191(the "Franco Action"); violated his fiduciary duties as president by using JFAC's funds for his own personal benefit; and converted JFAC's website and Facebook page after he was terminated from JFAC. Macaire counterclaims, alleging that [*2]  Araujo and Holie breached a November 7, 2012 contract; tortiously interfered with Macaire's employment contract; and, through a direct and derivative action, breached their fiduciary duties as officers of JFAC. Macaire also seeks an accounting.

Plaintiffs filed a motion for partial summary judgment, seeking summary judgment on (1) their claim for a declaratory judgment assigning the parties' respective settlement obligations for the Franco Action, (2) their claim for Macaire's alleged breach of fiduciary duty, and (3) all of Macaire's counterclaims. Before the Court is the Report and Recommendation of the Honorable Kevin Nathaniel Fox, United States Magistrate Judge, recommending that the Court deny plaintiffs' motion in full, Dkt. 129 ("Report"), as well as plaintiffs' Objections to the Report, Dkt. 130 ("Pl. Obj."), and Macaire's opposition to those Objections, Dkt. 131 ("Def. Opp. to Objs.").

For the reasons that follow, the Court adopts the Report in part, denying plaintiffs' motion for summary judgment as to their declaratory judgment and breach of fiduciary duty claims, as well as Macaire's breach of fiduciary duty and accounting counterclaims. The Court, however, grants plaintiffs' [*3]  motion as to Macaire's breach of contract and tortious interference with contract counterclaims.

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2020 U.S. Dist. LEXIS 64389 *; 2020 WL 1816189

ILDA ARAUJO, LUC HOLIE, and JUBILEE FIRST AVENUE CORPORATION, Plaintiffs, v. ERIC MACAIRE, Defendant.

Subsequent History: Settled by, Dismissed by, Without prejudice Araujo v. Macaire, 2020 U.S. Dist. LEXIS 195559 (S.D.N.Y., Oct. 21, 2020)

Prior History: Araujo v. Macaire, 2019 U.S. Dist. LEXIS 188525 (S.D.N.Y., Oct. 29, 2019)

CORE TERMS

counterclaims, summary judgment, plaintiffs', email, chart, declaratory judgment, indemnification, breach of fiduciary duty, expenses, settlement, summary judgment motion, declaration, tortious interference, public relations, bank records, restaurant, Reply, recommendation, terminate, disputes, shares, charges, funds, employment agreement, breach of contract, cause of action, report and recommendation, personal expenses, fiduciary duty, shareholder