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Creditsights, Inc. v. Ciasullo

Creditsights, Inc. v. Ciasullo

United States District Court for the Southern District of New York

March 8, 2012, Decided; March 8, 2012, Filed

05 CV 9345 (DAB)

Opinion

ORDER

DEBORAH A. BATTS, United States District Judge.

Plaintiff and Counterclaim Defendant Creditsights, Inc. ("CSI"), moves for summary judgment: (1) seeking a declaratory judgment that Defendant Paul Ciasullo's shares are cancelled; (2) on its breach of contract claim, on the grounds that Ciasullo breached his agreements with Creditsights when he: (a) offered to sell his stock to third parties, and (b) disclosed CSI's confidential information; (3) that Ciasullo breached his fiduciary [*2]  duties to CSI through his stock transactions; (4) that Ciasullo violated his noncompetition obligations to CSI through his employment at Soleil; and (5) that Ciasullo was unjustly enriched through his unauthorized Access of CSI's Database. CSI also moves for summary judgment on Ciasullo's counterclaim for tortious interference with business relations. Ciasullo cross-moves for summary judgment on CSI's first claim for declaratory judgment that his shares have been cancelled.

I. BACKGROUND

This action, filed in November 2005, arose from the contentious separation of Defendant Ciasullo from CSI, his former employer. Nearly every fact outside of the plain language of the contracts between the parties, which are discussed below, is in dispute. A detailed discussion of the allegations in this case can be found in two prior lengthy opinions by this Court in this matter, dated March 26, 2007, and September 5, 2008, respectively.

On October 7, 2005, following Ciasullo's November 29, 2004 resignation, CSI sent Ciasullo $16.30, the par value of Ciasullo's stock in CSI, and demanded that Ciasullo return his CSI stock certificates. (Galeno Decl. Ex. 89.) Ciasullo has not returned those certificates. [*3]  (Galeno Decl. Ex. 5, 79:4-18.)

With this action, CSI seeks, inter alia, a determination that it was within its rights to cancel Ciasullo's shares. In his Counterclaims, Ciasullo seeks damages for certain actions undertaken following his separation from CSI, which he claims damaged irreparably his relationship with Soleil, his next employer.

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2012 U.S. Dist. LEXIS 200249 *; 2012 WL 12926046

CREDITSIGHTS, Inc., Plaintiff, -against- PAUL CIASULLO, Defendant.PAUL CIASULLO, Counterclaim-Plaintiff, -against- CREDITSIGHTS, INC., GLENN REYNOLDS and PETER PETAS, Counterclaim-Defendants.

Prior History: CreditSights, Inc. v. Ciasullo, 2010 U.S. Dist. LEXIS 78414 (S.D.N.Y., June 16, 2010)

CORE TERMS

shares, summary judgment, Resignation, termination, stock, employment agreement, unambiguous, cancelled, right to cancel, Convertible, ambiguity, breached, vested, damages, moves, breach of contract claim, parties, declaratory judgment, noncompetition, allegations, contracts, genuine, argues, business relationship, fiduciary duty, Counterclaims, confidential, transactions, credibility, forfeiture