Johnik opines on Kaplanis' termination

Jimmenknee’s Quote:
________________________________________
No-- please read the timeline. He states in his complaint that he received a 60-day "Termination without Cause" on/around July 14.

Is there some rule that says one must wait then until September 14th? Doesn't that seem silly on its face?
________________________________________
To give some backing to GWMAN's theory, this is what we know about the timeline of Kaplanis's departure. I assume you have read the filings.

According to Kaplanis, as set forth in his complaint:

(1) July 14, 2010: Kaplanis received 60-day termination without cause letter (and allegedly was told he would transition from working for JBI to working for P2O).

According to the Florida Secretary of State's database:

(2) August 3, 2010: Revma Investment Group, LLC is formed by filing Articles of Incorporation, with an effective date of August 2, 2010. Michael Kaplanis is listed as managing member.

According to Kaplanis, as set forth in his complaint:

(3) August 9, 2010: Kaplanis was terminated via letter from Mr. Bordynuik.

(4) September 14, 2010: Kaplanis was allegedly scheduled to transition from working for JBI to working for P2O (which JBI denies).

Now for some pertinent language from the employment contract, attached as an exhibit to the motion to dismiss (with no objection to its validity raised by Kaplanis in his opposition to the motion):

Paragraph 1(b): "During the Employment Term, the Employee shall report directly to the Chief Executive Officer of the Company. The Employee shall obey the lawful directions of the CEO to whom the Employee reports and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof." (emphasis added)

Paragraph 1(e): "During the Employment Term, the Employee shall use his best efforts to perform his duties under this Agreement and shall devote all of his business time, energy and skill in the performance of his duties with the Company. The Employee shall not during the Employment Term (except as a representative of the Company or with consent in writing of the Board) be directly or indirectly engaged or concerned in any other business activity." (emphasis added)

According to JBI, as set forth in the answer to Kaplanis's complaint:

(1) JBI terminated Kaplanis with cause.
(2) Kaplanis breached the above-referenced paragraphs of the employment contract(as well as paragraph 1(c)) "by failing to devote all of [his] business time, energy and skill in the performance of his duties and his failure to obey the lawful directions of the CEO and use his diligent efforts to promote the interests of the Company." (emphasis added)

So yes, GWMAN's proffered theory has much support, and I am sure you would agree that it is at least plausible. Do we know that Revma was the basis for JBI's decision to terminate Kaplanis? No, we just know that JBI claims that Kaplanis breached the above employment contract provisions.

As for this question of yours:

Quote:
________________________________________
Is there some rule that says one must wait then until September 14th? Doesn't that seem silly on its face?
________________________________________

No, it is not silly. In the event of termination, the contract states that the "Employment Term shall terminate on the first of the following to occur:

(d) Without Cause. On the sixtieth (60th) day following written notice by either Party to the other Party without Cause . . . ."

Thus, assuming Kaplanis was terminated without cause on July 14, his "Employment Term" continued through August 3 when Revma was formed, and Kaplanis remained obligated to comply with his duties set forth in the above paragraphs 1(b) and 1(e).
Point taken, and understood, but a few counter-points should be made.

Quote:
________________________________________
I do believe it is silly to expect that a soon-to-be-let-go employee would not attempt to set themselves up to continue to draw a paycheck from somewhere outside of their soon-to-be-terminated employment.
________________________________________

Sure, but note that the employment contract afforded Kaplanis post-employment benefits in the event of termination without cause, including continued payment of his salary and medical coverage for 2 months after termination. Also note that we are dealing with two sophisticated parties that negotiated contract terms.
Quote:
________________________________________
I also find it sad that posts are willing to judge one side so easily and yet complain if the other is challenged-- can we not recognize the insincerity of the "whole" discussion under these conditions? I choose to not pre-judge either...
________________________________________

With all due respect jimmenknee, I at least have seen far more posts drawing unfavorable inferences from the so-called "bombshell" emails from the CEO than I have any criticism about possible misgivings of Kaplanis. Haven't you drawn some of those negative inferences yourself? (hint: "stock promotion" comments)

If you sincerely wish not to pre-judge, then that is admirable. I will agree that we are not in the position to determine precisely what transpired when we have very limited documentation before us, presented by adversaries to a lawsuit that is still in its infancy.

Quote:
________________________________________
again for me the importance of the litigation is what is revealed outside the legal issues being argued.
________________________________________

Okay, I understand what you are saying, but there is a Catch-22 element to this endeavor. The information revealed during this litigation will be channeled specifically to the legal issues being argued. If dissected from those legal issues, then you are left with a glimpse of insight into a matter that lies outside of the proceedings. Simply put, you can't get meaningful insight into a topic that is unrelated to the issues being argued because you will be unable to get the full picture.

As for the comment about the contract being "unsigned," I really think this is a non-issue. We can't assume that the contract was never signed just because an electronic copy of the document downloaded to Pacer did not display a signature. Note that Kaplanis, in his complaint, asserts that the parties entered into an employment agreement referenced as Exhibit A (but failed to include a copy of said Exhibit A). Note as well that Kaplanis has not contested the validity of the employment contract submitted to the court by JBI. Thus, at least to date, there is no disagreement that the contract on file in the court is the one embodying the parties' agreement.

BTW: The faces you add to your posts (both happy and sad) always give me a good chuckle. Thanks for keeping the mood light.