The opinion of the court was delivered by: Dean D. Pregerson United States District Judge
ORDER DENYING MOTION TO DISMISS
[Motion filed on November 3, 2010]
Presently before the Court is Timothy Blixseth and Blixseth Group of Washington, LLC's (collectively "Defendants") Motion to Dismiss. Defendants motion is opposed by Plaintiff Dieter Huckstein ("Huckstein"). After reviewing the parties' moving papers, considering the arguments therein, and hearing oral argument, the court DENIES the motion.
On or about December 21, 2005,Huckstein and World Cup LLC entered into an employment agreement ("Employment Agreement") in which Huckstein became the President and Chief Executive Officer of World Cup LLC. (First Amended Complaint "FAC" ¶ 7.) Pursuant to the terms of the Employment Agreement, Huckstein was to be employed in such capacity for a five-year term starting February 15, 2006. (Id. ¶ 8.) Important for purposes of this lawsuit, the Employment Agreement included certain pledges of property and indemnity and also contained provisions in the case of termination.
Section 8.2 of the Employment Agreement provided that "[a]s compensation for entering into this Agreement, [World Club] agrees to cause a Lot within the Yellowstone Mountain Club Subdivision, Big Sky, Montana, to be conveyed to Huckestein." (Id. ¶ 10.)
Section 15.1 of the Employment Agreement provided that Huckestein may terminate the agreement for any reason upon ninety days notice and receive no further compensation following the ninety day period. (Id. ¶ 11.)
Section 15.2 of the Employment Agreement provided that World Club may terminate the agreement "for any reason upon written notice to Huckestein and the payment to Huckestein of the Base Compensation owning [sic] under the remaining terms of this Agreement, or thirty (30) months worth of Base Compensation payments, whichever is less." (Id. ¶ 12.)
Section 15.3 of the Employment Agreement provided that Huckestein may also elect to terminate the Agreement upon ninety days written notice and be compensated as set forth in Paragraph
15.2if any of the following conditions or events occur:
(1) Timothy L. Blixseth no longer Manager of World Club or Yellowstone Mountain Club, LLC,(2) Timothy L. Blixseth no longer controls at least fifty percent (%50) of World Club or Yellowstone Mountain Club, LLC, or (3) World Club is in material breach of the Agreement and has failed to cure the breach within a reasonable time of written notice. (Id. ¶ 13.)
Section 17 of the Employment Agreement set out an indemnity agreement that stated that World Club would "indemnify Huckestein in his capacity as an employee and agent of [World Club], and hold [Huckestein] harmless from any and all cost, expense or liability, of any nature, arising out of or relating to any acts, omissions or decisions made by him on behalf or in the course of performing services for [World Club] . . . ." (Id. ¶ 14.) Section 17 also stated that Huckestein would be "named insured under all liability insurance policies now in force or hereafter obtained covering any officer or director of [World Club] in his capacity as an officer or director." (Id.)
Section 19 of the Employment Agreement states that Huckestein and World Club agree to mediate any dispute under the Agreement. Section 22 states that the Employment Agreement is to be governed by the laws of the state of Washington. (Id. ¶¶ 15-16.)
On February 16, 2006, Blixseth and Huckestein entered into an operating agreement for Yellowstone Club World, LLC ("YCW"). (Id. ¶ 17.) Blixseth became a member of YCW, with a ninety percent ownership interest, and Huckestein became a member of YCW with a ten percent ownership interest. (Id. ¶¶ 17-18.) In September, World Club and Huckestein entered into a First Amendment to the ...