Madison Mechanical, Inc. et al v. The Hartford Financial Products et al
Filing
94
MEMORANDUM OPINION. Signed by Judge Stephanie A. Gallagher on 11/14/2019. (krs, Deputy Clerk)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
MADISON MECHANICAL, INC, et al.,
Plaintiffs,
v.
TWIN CITY FIRE INSURANCE CO., et al.,
Defendants.
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Civil Case No. SAG-17-01357
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MEMORANDUM OPINION
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Plaintiffs Madison Mechanical, Inc. (“MM Inc.”), Madison Mechanical OS Corp. (“MM
OS Corp.”), Madison Mechanical Contracting, LLC (“MM LLC”), Glenn A. Haslam, Gary J.
Garofalo, Richard Arnold, Lawrence P. Kraemer, and Richard M. Lombardo (collectively
“Plaintiffs”) brought this action against Defendant Twin City Fire Insurance Company (“Twin
City”), alleging breach of an insurance policy, and seeking a declaratory judgment relating to Twin
City’s liability under the policy. ECF 1. Twin City filed a Counterclaim, seeking a declaratory
judgment in its favor. ECF 21 at 23-43. Discovery is now complete, and Twin City has filed a
summary judgment as to its Counterclaim and “any remaining counts of the Complaint.”1 ECF 87
(and associated memorandum of law at ECF 87-1). I have reviewed that filing, and the associated
opposition and reply. ECF 91, 92. Although Plaintiffs have requested a hearing, no hearing is
necessary, see Loc. R. 105.6 (D. Md. 2018). For the reasons stated below, Twin City’s motion
will be granted.
On March 30, 2018, United States District Judge George L. Russell III granted Twin City’s
previous Cross-Motion for Summary Judgment, granting a declaration “that [Twin City] has no
duty to defend or indemnify Plaintiffs in the Underlying Action under the 2016 Policy,” one of
two insurance policies mentioned in Plaintiffs’ Complaint. ECF 44 at 21 n.17. Twin City argues
that because Plaintiffs’ Complaint sought relief only under the 2016 Policy, no remaining counts
in Plaintiff’s Complaint are at issue. However, Twin City’s counterclaim, seeking a declaration
that coverage is also unavailable under the 2015 Policy, remains viable.
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I.
FACTUAL BACKGROUND
Robert Buczkowski was an officer and shareholder of MM OS Corp., the holding company
of MM Inc. See ECF 87-8 at 7:14-19; 8:3-20.; 9:10-15. MM Inc. maintained two relevant insurance
policies with Twin City. Policy Number 42 KB 0256935-15 (“the 2015 Policy”), was in effect
from May 1, 2015 through May 1, 2016. ECF 87-5. Policy Number 42 KB 0256935-16 (“the 2016
Policy”) was in effect from May 1, 2016 through May 1, 2017. ECF 34-7. The 2015 Policy and
2016 Policy each provided Directors, Officers, and Entity Liability (D&O Liability) coverage, and
Employment Practices Liability (“EPL”) coverage, pursuant to the policies’ terms. ECF 87-5;
ECF 34-7.
Beginning in around 2012 to 2013, MM OS Corp. experienced some financial difficulties,
and the relationship amongst the partners deteriorated, with Buczkowski at odds with the other
shareholders. ECF 87-8 at 24:11-21 to 25:3. In 2014 and 2015, the shareholders were asked to
make capital contributions to the company. See, e.g., ECF 87-8 at 61. In response, the other
shareholders of MM Inc. made significant capital contributions to the company, in proportion to
their percentage of ownership. ECF 87-16 at 5. However, Buczkowski contributed a
disproportionately small amount of capital. Id. In 2015, the remaining shareholders, including
Plaintiffs Haslam, Garofalo, Kraemer, and Lombardo, created a new LLC, MM LLC. See ECF
87-10 at 7:7-17. On November 11, 2015, Buczkowski’s attorney sent a letter to MM LLC (“the
November 11, 2015 Demand Letter”). ECF 87-6. The letter states that Buczkowski has a 13%
interest in MM OS Corp., which continues to have assets and work in progress. ECF 87-6 at 2.
The letter notes the creation of MM LLC and states, “it appears to [Buczkowski] that the purpose
of [MM LLC] is to divert the business and client base of [MM OS Corp.] for the benefit of [MM
LLC] and to the detriment of [MM OS Corp.]” It continued:
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If it is your plan to divert the contracts and corporate opportunity of [MM OS
Corp.], please consider this letter putting you on notice of the potential litigation
liability of such actions both on a corporate and personal level. Please cease and
desist any such action to divert any corporate opportunity that [MM OS Corp.] has
to either yourselves or [MM LLC] without the consent of my firm’s client, Robert
Buczkowski.
ECF 87-6. The letter states, specifically, that Buczkowski “would prefer to sit down and try to
work out any potential differences while at the same time preserving his thirteen percent (13%)
interest in [MM OS Corp.]” ECF 87-6 at 4.
Upon receiving the November 11, 2015 letter from Buczkowski’s attorney, Plaintiff
Garofalo forwarded the letter, by email, to MM OS Corp.’s insurance agent, Bill Franey at Franey
Parr & Muha, Inc./Alliant Insurance Services, Inc. ECF 87-9 ¶¶ 12, 15. Garofalo also called
Franey to ask whether MM OS Corp’s officer’s liability insurance would provide a defense to
Buczkowski’s claim. ECF 91-8 ¶ 12.
One week later, on November 18, 2015, MM Inc. sent a letter to Buczkowski, terminating
his employment “for cause, effective immediately.” ECF 87-7. The letter does not reference
Buczkowski’s status as a shareholder. Id. The parties agree that Buczkowski’s termination had
been discussed previously, see e.g., ECF 91-4, but Buczkowski contends that he had not been told
that he would be terminated “for cause.” ECF 87-8 at 35:7-14 (Buczkowski Dep.)
On December 29, 2015, Plaintiff Haslam signed an application to Twin City for a new
insurance policy to cover MM LLC. ECF 87-18. The application represented that “any Applicant
or any natural person for whom insurance is intended” had no prior knowledge of any potential
claim. ECF 87-18 at 3. Instead of issuing a new policy, Twin City issued an endorsement effective
January 1, 2016, adding MM LLC to the 2016 Policy that was already in effect for the remaining
Plaintiffs. ECF 87-5 at 73. MM LLC began operations on January 1, 2016. See id.; ECF 91-20 at
60:5-14.
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On January 14, 2016, counsel for MM OS Corp. wrote to counsel for Buczkowski, stating
that Mr. Buczkowski was now “obligated to sell his shares in Madison.” ECF 87-3 at 21. The
letter continued, “Please have your client endorse the stock certificate in blank and forward it to
[MM OS Corp.’s counsel] to consummate the stock purchase.” Id.
On May 11, 2016, counsel to MM OS Corp. wrote to Buczkowski, stating, “your
employment with the corporation terminated on November 24, 2015. Pursuant to the terms of the
Corporation’s Stockholders agreement of which you are a party [] upon the termination of your
employment you were obligated to sell your stock pursuant to the Agreement. . . . Your failure to
cooperate with that request in no way changes the fact that you have ceased to be a stockholder in
the Corporation.” ECF 87-33 at 2.
On May 27, 2016, Buczkowski filed a fourteen-count Complaint against MM OS Corp.,
MM LLC, and the five individual Defendants, in the Circuit Court for Baltimore County (“the
Underlying Litigation”). ECF 87-3. The counts included Declaratory Judgment, Breach of
Contract (specifically the stockholders’ agreement), Oppression of Minority Shareholder (in a
personal capacity and as a derivative action on behalf of MM OS Corp.), Breach of Fiduciary Duty
(in a personal capacity and as a derivative action on behalf of MM OS Corp.), Tortious Interference
with Economic Relations (in a personal capacity and as a derivative action on behalf of MM OS
Corp.), Unjust Enrichment (in a personal capacity and as a derivative action on behalf of MM OS
Corp.), Unfair Competition – Misappropriation of Trade Secrets (in a personal capacity and as a
derivative action on behalf of MM OS Corp.), and Constructive Trust (in a personal capacity and
as a derivative action on behalf of MM OS Corp.). Id. Shortly after the Complaint in the
Underlying Litigation was served, Plaintiffs put Twin City on notice of the claims and sent Twin
City a copy of the Complaint, but without attaching or referencing the November 11, 2015 letter.
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ECF 87-19. In response, Twin City initially agreed to provide a defense, but “subject to its
reservation of rights.” ECF 87-21 at 1. Pertinent here, Twin City specifically reserved its rights
with respect to the percentage shareholder exclusion and prior knowledge exclusion in the 2015
and 2016 policies. Id. at 8 (stating “Twin City reserves its rights with respect to the applications,
including its rights to disclaim coverage for any prior claims … arising from … error,
misstatement, misleading statement…”); ECF 91-22. Ultimately, Twin City took the position that
it would deny coverage under the 2016 policy, because the November 11, 2015 letter constituted
the claim made during the 2015 policy period, and because of the prior knowledge clause, late
notice, percentage shareholder exclusion, and other coverage issues. ECF 87-23.
On September 15, 2016, Plaintiff Haslam, as the sole director of MM OS Corp., signed a
resolution issuing shares of stock to dilute Buczkowski’s ownership share in the company to
7.006%. ECF 87-25. The resolution provided that the issuance was “effective April 1, 2015.” Id.
In connection with his settlement of the Underlying Litigation, on May 24, 2018, Buczkowski
signed a declaration stating, “As of April 1, 2015, Mr. Haslam and OS Corp. diluted my ownership
interest from 13 percent to 7.774 percent.” ECF 91-16 ¶¶ 5-6 (Buczkowski Aff.) At deposition,
Buczkowski testified that he made that statement “based on the documents… that [he] was given.”
ECF 87-8 at 72:13-17. The parties’ agreed settlement amount of $725,000 for the Underlying
Litigation was premised on compromise of a valuation report assessing Buczkowski’s MM OS
Corp. stock, which had put the stock value at about $1.2 million. ECF 87-8 at 57:16-20, Id. at
58:1-10; ECF 87-10 at 36:18-38:4.
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II.
LEGAL STANDARD FOR SUMMARY JUDGMENT
Rule 56(a) of the Federal Rules of Civil Procedure states that the court “shall grant
summary judgment if the movant shows that there is no genuine dispute as to any material fact and
the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). The moving party
bears the burden of showing that there is no genuine dispute of material facts. See Casey v. Geek
Squad, 823 F. Supp. 2d 334, 348 (D. Md. 2011). If the moving party establishes that there is no
evidence to support the non-movant’s case, the burden then shifts to the non-movant to proffer
specific facts to show a genuine issue exists for trial. Id. The non-movant must provide enough
admissible evidence to “carry the burden of proof at trial.” Id. at 349 (quoting Mitchell v. Data
Gen. Corp., 12 F.3d 1310, 1315–16 (4th Cir. 1993)). The mere existence of a scintilla of evidence
in support of the non-movant’s position is insufficient; rather, there must be evidence on which
the jury could reasonably find for the non-movant. Anderson v. Liberty Lobby, Inc., 477 U.S. 242,
252 (1986). Moreover, a genuine issue of material fact cannot rest on “mere speculation, or
building one inference upon another.” Casey, 823 F. Supp. 2d at 349. Additionally, summary
judgment shall be warranted if the non-moving party fails to provide evidence that establishes an
essential element of the case. The non-movant “must produce competent evidence on each element
of his or her claim.” Miskin v. Baxter Healthcare Corp., 107 F. Supp. 2d 669, 671 (D. Md. 1999).
If the non-movant fails to do so, “there can be no genuine issue as to any material fact,” because
the failure to prove an essential element of the case “necessarily renders all other facts immaterial.”
Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986); see also Casey, 823 F. Supp. 2d at 348–49.
In ruling on a motion for summary judgment, a court must view the facts and inferences “in the
light most favorable to the party opposing the motion.” Matsushita Elec. Indus. Co., Ltd. v. Zenith
Radio Corp., 475 U.S. 574, 587–88 (1986).
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III.
ANALYSIS
Now that Judge Russell has ruled that no coverage exists under the 2016 Policy, the parties
agree that Buczkowski’s claim was first made on November 11, 2015, during the term of the 2015
Policy. See ECF 87-1 at 18 (“Twin City is not so opportunistic – it stands by its longstanding
position that the Claim was first made on November 11, 2015.”); ECF 91-1 at 31 (“In this case,
the claim was made on November 11, 2015 and reported on November 20, 2015.”). The parties
dispute when notice of the November 11, 2015 claim was provided to Twin City, but the timing
of that notice is not relevant to the rulings about the scope of coverage, which are dispositive for
the reasons described below. See, e.g., ECF 92 at 2 (“The Underlying Action is a claim first made
against Plaintiffs on November 11, 2015, but not reported to Twin City until July 29, 2016.”).
Ultimately, the issues Plaintiffs characterize as “disputed issues of fact,” see ECF 91-1 at 5, 6, such
as whether the November 11, 2015 Demand Letter included an EPL claim and whether the
Percentage Shareholder Exclusion applies, are not factual issues, but legal disputes susceptible to
resolution at summary judgment. See OneBeacon Ins. Co. v. Metro Ready-Mix, Inc., 242 F. App’x
936, 939 (4th Cir. 2007) (“Because the facts are undisputed and we are presented with a purely
legal question of insurance coverage, the case is ripe for summary judgment.”).
A. Employment Practices Liability Coverage
Plaintiffs contend that a genuine issue of material fact exists as to whether coverage is
available under the EPL provision of the 2015 Policy.2 ECF 91-1 at 18-22. The EPL provision
Plaintiff’s Complaint in the instant case does not state a claim for coverage under the EPL
provision. ECF 1. The discussion herein relates to whether summary judgment is appropriate on
Twin City’s Counterclaim, which generally seeks a declaration that coverage is unavailable under
the 2015 Policy. ECF 21 at 23 ¶ 1.
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requires a claim “for an Employment Practices Wrongful Act by the Insureds.” ECF 87-5 at 28.
The 2015 Policy defines an “Employment Practices Wrongful Act” as:
a Wrongful Act involving any
(1)
Wrongful dismissal, discharge, or termination of employment
(including constructive dismissal, discharge, or termination), wrongful failure or
refusal to employ or promote, wrongful discipline or demotion, failure to grant
tenure, negligent employment evaluation, or wrongful deprivation of career
opportunity;
(2)
Sexual or other workplace harassment, including quid pro quo and
hostile work environment;
(3)
Employment discrimination, including discrimination based upon
age, gender, race, color, national origin, religion, creed, marital status, sexual
orientation or preference, gender identity or expression, genetic makeup, or refusal
to submit to genetic makeup testing, pregnancy, disability, HIV or other health
status, Vietnam Era Veteran or other military status, or other protected status
established under federal, state, or local law;
(4)
Retaliation;
(5)
Breach of any oral, written, or implied employment contract,
including, without limitation, any obligation arising from a personnel manual,
employee handbook, or policy statement; or
(6)
Violation of the Family and Medical Leave Act.
Id. at 29.
As noted above, the parties now agree that the claim in this case began with Buczkowski’s
November 11, 2015 Demand Letter. That letter does not mention employment, termination, or any
employment-related relief. ECF 87-6. Instead, the letter (1) protested the anticipated diversion of
corporate opportunities from MM OS Corp. to MM LLC, (2) demanded that Defendants cease and
desist the conduct leading to the diversion, (3) offered to meet to “work out any potential
differences while at the same time preserving [Buczkowski’s] thirteen percent interest in Madison
Mechanical,” and (4) threatened litigation if a settlement could not be reached. Id. In fact,
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Defendants did not terminate Buczkowski until one week after the November 11, 2015 Demand
Letter, and therefore, his claim did not include any allegations of an Employment Practices
Wrongful Act. Plaintiffs’ suggestion that the EPL coverage could be triggered by a mere “written
demand for civil relief being made by an employee,” ECF 91-1 at 8, is contrary to the express
language of the 2015 Policy. Buczkowski’s suit did not include a claim “for” wrongful dismissal,
discharge, deprivation of career opportunity, or any other items listed in subsection (1) of the
policy’s definition for “Employment Practices Wrongful Act.” The 2015 Policy is unambiguous,
and Courts will “enforce the terms of unambiguous written contracts.” Calomiris v. Woods, 727
A.2d 358, 368 (Md. 1999).
Plaintiffs further contend that not just the November 11, 2015 Demand Letter, but
Buczkowski’s complaint in the Underlying Litigation, are part of the claim to be evaluated for
coverage under the 2015 Policy. See ECF 91-1 at 19–20. The complaint in the Underlying
Litigation was filed in the time period governed by the 2016 Policy, and Judge Russell has already
ruled that coverage is unavailable under that policy. See generally ECF 44.
But even if the complaint in the Underlying Litigation were to be considered as a part of
the claim first filed on November 11, 2015, it too fails to allege a claim for wrongful termination.
The EPL coverage is expressly available for “Loss on behalf of the Insureds resulting from an
Employment Practices Claim first made against the Insureds during the Policy period or Extended
Reporting Period, if applicable, for an Employment Practices Wrongful Act by the Insureds.” ECF
87-5 at 28. The various counts in the complaint in the Underlying Litigation are not Employment
Practices Claims, and do not assert any Employment Practices Wrongful Acts as defined by the
2015 Policy. Buczkowski’s complaint in the Underlying Litigation does request, as part of its
relief, a declaratory judgment that he “remains an employee and a shareholder of Madison
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Mechanical OS Corp.” ECF 87-3 at 33. However, that request for relief seeks to remedy the
corporate ownership-related counts, and does not transform his complaint into a claim “for
wrongful termination.” He did not seek — or receive in settlement — lost wages or other standard
“wrongful termination” relief. See, e.g., Molesworth v. Brandon, 672 A.2d 608, 611 (Md. 1996)
(claiming damages for lost wages in wrongful discharge lawsuit). Plaintiffs acknowledge as much
in their own Complaint in this case, where they allege that Buczkowski’s complaint in the
Underlying Litigation was filed “requesting a declaratory judgment and alleging breach of
contract, oppression of a minority stockholder, breach of fiduciary duty, tortious interference with
economic relations, unjust enrichment, unfair competition, misappropriation of trade secrets, and
constructive trust.” ECF 1 ¶ 1. Because there is no ambiguity in the plain language of the 2015
Policy’s definition of Employment Practices Claims and no claim for wrongful termination, even
when considering the complaint in the Underlying Litigation filed in 2016, no coverage is available
under the EPL provision of the 2015 Policy.
B. D&O Coverage
Under the 2015 Policy, the Percentage Shareholder Exclusion bars coverage under the
D&O provision. That Exclusion is contained in Endorsement No. 2 to the 2015 Policy, and states
that Twin City will not pay “in connection with any Claim brought or maintained by or on behalf
of any owner of 10% or more of the outstanding securities of an Insured Entity, either directly or
beneficially.” See ECF 87-5 at 53. The Claim, as noted above, was made in the November 11,
2015 Demand Letter, so the operative question is whether the percentage of outstanding securities
owned by Buczkowski on that date exceeded 10%. See Cristal USA Inc. v. XL Specialty Ins. Co.,
2017 WL 727795, at *15 (Md. Ct. Spec. App. Feb. 24, 2017) (“Claims-made policies, like the
Policies here, premise coverage on the insured’s status at the time a claim is made.”).
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Plaintiffs contend that Buczkowski’s percentage of ownership is a disputed issue of fact.
The parties have each cited to documents in which Buczkowski asserted different percentages of
ownership at different times. Compare ECF 91-16 (Buczkowski Affidavit) with ECF 91-7
(November 11, 2015 Demand Letter). However, the determinative fact is not Buczkowski’s
subjective understanding of his percentage of ownership on any given date, but rather the
percentage he actually owned according to corporate records and governing law. See Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 248 (1986) (“Only disputes over facts that might affect the
outcome of the suit under the governing law will properly preclude the entry of summary
judgment.”).
Maryland law provides, “Before the issuance of stock or convertible securities, the board
of directors shall adopt a resolution that: (1) Authorizes the issuance; (2) Sets the minimum
consideration for the stock or convertible securities or a formula for its determination; and (3)
Fairly describes any consideration other than money.” Md. Code. Ann., Corps. & Ass’n § 2-203(a)
(2002). The law continues, “In the absence of actual fraud in the transaction, the minimum
consideration stated in the charter or determined by the board of directors in its resolution is
conclusive for all purposes.” Id. § 2-203(b). Here, the sole director signed the resolution on
September 15, 2016, noting that the Corporation “wishes to issue additional shares of its Common
Stock to reflect the aggregate capital contributions made by the stockholders” between March 1,
2014 and March 31, 2015. ECF 87-25. And the resolution purports to date the new stock
certificates “as of April 1, 2015.” Id. While Maryland law certainly permits the board of directors
to determine the minimum consideration to be paid for stock, and to issue new stock diluting other
shareholders, it does not permit “backdating” of the issuance, as it specifically requires the board’s
resolution to occur “before the issuance of stock or convertible securities.” Md. Code. Ann.,
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Corps. & Ass’n § 2-203(a). Plaintiffs do not cite any statutory or other authority permitting such
backdating, and thus, their attempt to retroactively dilute Buczkowski’s ownership percentage, as
of April 1, 2015, must fail.
Plaintiffs’ alternative contention is that “automatic dilution” of Buczkowski’s shares
occurred when he failed to pay his capital calls. Some of the documents Plaintiffs cite reflect that
Buczkowski’s percentage of capital had fallen below 10% as a natural result of his failure to pay,
but do not indicate that his ownership percentage had been formally diluted. See, e.g., ECF 87-16
at 5 (showing Buczkowski at 13% in terms of “equity balances” but 9.7% in terms of “Percentage
of Capital Funded.”); ECF 92-1 at 3 (showing Buczkowski had a “Madison Equity Balance” of
13% but “Capital Call % Paid” of just 7.01%). In fact, the evidence clearly reflects that the owners
had reached no determination as to the effects of a shareholder’s failure to comply with a capital
call. The Stockholder’s Agreement is silent on what would happen if a shareholder failed to meet
his requested capital contribution obligations, and the shareholders’ discussions of the issue in
2011 did not lead to any amendment to the Stockholder’s Agreement. See, e.g., ECF 87-10 at
44:2-45:12 (Garofalo Dep.) (explaining that stockholder’s agreement “was silent on what would
happen if a shareholder did not make their requested cash-call obligation”); ECF 87-30 (2011
email exchange reviewing five possible options for a situation in which a shareholder failed to
respond to a cash call). Thus, Plaintiffs identify no contractual provision that evidences an
agreement to dilute the shares automatically upon nonpayment.
Further, Plaintiffs’ own actions, after April 1, 2015, undermine their contention that
Buczkowski’s shares had been automatically diluted. For instance, the Consent of the Sole
Director was signed on September 15, 2016. This resolution would have been legally unnecessary
had Buczkowski’s shares already been diluted. Additionally, Plaintiffs took several other actions
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that demonstrate that Buczkowski’s ownership stake had not been diluted. See, e.g., ECF 87-31
at 23:19-24:1 (Haslam Dep.) (reflecting an inability to explain why MM OS Corp. tried to collect
delinquent capital contributions from Buczkowski in January, 2016 if his shares had been diluted);
Id. at 13:3-14:9 (explaining that as of March 29, 2016, the Plaintiffs were discussing “instead of
diluting Buczkowski, recapitalize[ing] loans.”); ECF 92-2 at 2 (email from Garofalo on April 9,
2016 referring to Buczkowski’s 13% ownership). The uncontested facts show that, as a matter of
law, Buczkowski’s shares were not automatically diluted.
It is unnecessary to consider whether Buczkowski’s termination for cause effectively
nullified his ownership interest in the company, since his termination occurred one week after his
claim on November 11, 2015. As noted above, his ownership status on November 11, 2015, the
date of the claim, controls.
Because this Court concludes, for the reasons discussed above, that Plaintiffs cannot
recover under the 2015 Policy’s EPL coverage or D&O coverage (due to the Percentage
Shareholder Exclusion), it need not address Twin City’s remaining contentions, including the
applicability of the Insured v. Insured Provision and the Prior Knowledge and Loss History
Exclusions. Because Plaintiffs lack coverage under the 2015 Policy, neither the amount of the
settlement in the Underlying Litigation, nor Plaintiffs’ attorneys’ fees and expenses, are
recoverable.
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CONCLUSION
For the reasons set forth above, Twin City’s motion for summary judgment will be
GRANTED, and a declaratory judgment will enter declaring that the 2015 Policy does not provide
coverage for the Underlying Litigation. A separate Order follows.
Dated: November 14, 2019
/s/
Stephanie A. Gallagher
United States District Judge
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