Sectek, Incorporated v. Diamond

Filing 166

MEMORANDUM OPINION AND ORDER following a 6-day non jury trial, entering judgment in favor of Plaintiff SecTek on Counts 1, 2, 3, 5, and 6, and entering judgment on Count 4 in favor of Defendant Jeanette S. Diamond and against Plaintiff SecTec, Incorp orated. Additionally, the Court enters judgment in favor of Plaintiff Jeanette S. Diamond on her counterclaim of breach of the implied covenant of good faith and fair dealing. Accordingly, judgment is entered in favor of Plaintiff Sec Tek, Incorporat ed against Defendant Jeanette S. Diamond on the claim for breach of contract related to indemnification under the SPA for the tax assessment, as stated in Count One of the Second Amended Complaint, in the amount of the Tax Damages, $774,382.26 p lus and interest and penalties that accrue after November 7, 2016 on the Pre-Closing Taxes, and prejudgment interest on any amounts paid by Plaintiff toward the Pre-Closing Taxes from the date of such payments; FURTHER ORDERED that judgment is entere d in favor of Plaintiff Sec Tek and against Defendant Jeanette S. Diamond on the claim of breach of contract related to the Texas Lawsuit, as stated in Count Two of the Second Amended Complaint, with an award to Plaintiff for damages for Count Two in the amount of $8,845.02 plus additional attorneys' fees and collection costs, which continue to accrue; FURTHER ORDERED that judgment is entered in favor of Plaintiff SecTek, Incorporated and against Defendant Jeanette S. Diamond on the cl aim of fraud in the inducement as stated in Count Three of the Second Amended Complaint, with an award to Plaintiff for damages on Count Three in the amount of $719,780.00 plus prejudgment interest from the Closing Date, but no award for punitiv e damages due to absence of malice; FURTHER ORDERED that judgment is entered in favor of Defendant Jeanette S. Diamond and against Plaintiff SecTek, Incorporated on the claim of constructive fraud in the inducement as stated in Count Four of the Seco nd Amended Complaint; FURTHER ORDERED that judgment is entered in favor of Plaintiff Sec Tek, Incorporated and against Defendant Jeanette S. Diamond on the claim for breach of contract relating to indemnification under the SPA for fraud, as stated in Count Five of the Second Amended Complaint, but not additional damages because the Court has already awarded damages for fraud in the inducement; FURTHER ORDERED that judgment is entered in favor of Plaintiff SecTek and against Defendant Jeanette S. Diamond on the claim of securities fraud of Count Six of the Second Amended Complaint, but not additional damages; FURTHER ORDERED that Plaintiff SecTek's claim for specific performance for breach of contract as stated in Count Seven is DENIED; FURTHER ORDERED that Plaintiff SecTek's claim for specific performance for breach of contract as stated in Count Eight is DENIED; FURTHER ORDERED that judgment is entered in favor of Jeanette S. Diamond and against Plaintiff SecTek, Incorporate d on the counterclaim of breach of the implied covenant of good faith and fair dealing, as stated in Amended Counterclaim One, with an award of damages to Defendant Diamond in the amount of $87,645.00. A separate Rule 58 Judgment Order will issue with this Memorandum Opinion and Order. /s/ by District Judge Gerald Bruce Lee on 4/5/17. (tbul, )