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Jorgensen v. United Communs. Group, Ltd. P'ship

United States District Court for the District of Maryland, Southern Division

August 25, 2011, Decided; August 25, 2011, Filed

Action No. 8:10-CV-00429-AW

Opinion

MEMORANDUM OPINION

Pending before the Court is Plaintiff Kelly Jorgensen' Motion for Partial Summary Judgment, Defendants' Motion for Summary Judgment, and Defendants' motion to strike Plaintiff's supplement to Plaintiff's reply memorandum. See Doc. Nos. 25, 28, 37. The parties have fully briefed these Motions, and the Court finds that no hearing is necessary. See Md. Loc. R. 105(6) (D. Md. 2010). For the reasons stated below, the Court will DENY Plaintiff's motion for partial summary judgment, DENY IN PART and GRANT IN PART Defendants' motion for summary judgment, and GRANT Defendants' motion to strike.

I. FACTUAL & PROCEDURAL BACKGROUND

A. Consulting Agreement

This case involves a contract dispute between Mr. Kelly Jorgensen ("Plaintiff") and United Communications Group Limited  [*2] Partnership ("UCG") and CCB II, LLC ("CCB") ("Defendants"). UCG was the parent company of CCB. 1 Plaintiff and the other two principals of Custom Coding Books, LLC sold the company to CCB on August 31, 2007. On the same day, and as part of the same transaction, CCB and Plaintiff entered into a Consulting Agreement under which CCB retained Plaintiff to provide professional services to CCB. Plaintiff's duties included developing, creating, and producing products for CCB, using his best efforts to promote its success, and cooperating to advance its best interests. See Doc. No. 25, Ex. 1, Schedule A. One of the relevant terms of the agreement was a confidentiality covenant that stated Plaintiff shall "maintain in confidence and shall not, without the prior written consent of the Company, use, except in connection with the provision of Services hereunder or by court order, disclose or give to others any Confidential Information." Doc. No. 25, Ex. 1 § 4.3.

UCG guaranteed CCB's payment obligations to Plaintiff under the Consulting Agreement through the execution of  [*3] a Guaranty and Covenant of United Communication Group, Limited Partnership ("Guaranty") on August 31, 2007. In exchange for his services, Plaintiff would receive $12,700 per month until CCB achieved a positive gross margin for three consecutive months, at which time the monthly payments would increase to $13,950. See Doc. No. 25, Ex. 1, Schedule B. The Consulting Agreement also specified Plaintiff's entitlement to annual bonuses, a term bonus, and compensation upon termination. See id. CCB could offset any amounts owed to Plaintiff under the Consulting Agreement by all amounts Plaintiff owed to UCG under the Promissory Note, which is discussed below. See id.

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2011 U.S. Dist. LEXIS 95426 *; 2011 WL 3821533

KELLY JORGENSEN, Plaintiff, v. UNITED COMMUNICATIONS GROUP LIMITED PARTNERSHIP, et al., Defendants.

Subsequent History: Partial summary judgment denied by, Motion denied by Jorgensen v. United Communs. Group Ltd. P'ship, 2013 U.S. Dist. LEXIS 584 (D. Md., Jan. 2, 2013)

Motion granted by, in part, Motion granted by Jorgensen v. United Communs. Group Ltd. P'ship, 2013 U.S. Dist. LEXIS 56201 (D. Md., Apr. 19, 2013)

CORE TERMS

termination, consulting agreement, promissory note, covenant, notice, sheets, alleged breach, orders, summary judgment, material breach, obligations, breached, booking, genuine, cured, customer, termination provision, parties, material fact, non-compete, proprietary, curable, motion to strike, just cause, allegations, employees, reasons, terms, hostile work environment, partial summary judgment