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Rich v. Shrader

United States District Court, Ninth Circuit

December 9, 2013

FOSTER RICH, Plaintiff,
RALPH W. SHRADER, et al., Defendants.



Before the Court is Defendants' Motion for Summary Judgment on the two remaining claims in Plaintiff's Second Amended Complaint ("SAC"). (Doc. No. 108.) The two remaining claims in the SAC are (1) breach of contract against Defendant Booz Allen Hamilton, Inc. and (2) tortious interference with contract against Defendants Ralph Shrader and Joseph Garner. The Court finds the motion suitable for determination on the papers and without oral argument pursuant to Civil Local Rule 7.1.d.1. Accordingly, no appearances are required and the hearing date is hereby vacated. For the reasons set forth below, the Court GRANTS Defendants' motion.


A. Factual Background

The following factual allegations are taken from Plaintiff's SAC. Defendant Booz Allen Hamilton, Inc. (hereinafter "Booz Allen" or "BAH") is a consulting firm with both commercial and government divisions. Booz Allen hired Plaintiff in 1987 to work for an anticipated twenty years. (Doc. No. 38 at 104.) As a senior executive with military connections, Plaintiff handled the Warbreaker program from 1992 to 1993. ( Id. at 18.) By September 2003, Plaintiff was a Lead 3 partner. ( Id. at 19.)

In September 2003, Booz Allen evaluated Plaintiff's job performance pursuant to a new procedure instituted in August of that year. In the New Assessment Process, an assigned assessor would interview the reviewed partner's peers and prepare an assessment document. This document was to be reviewed and discussed by a group of ten or so partners in an Assessment Review Group ("ARG") meeting. Afterwards, a Partner Assessment Summary form ("PAS") is prepared making recommendations to the Partner Compensation Committee ("PCC") on the partner's progression. Only the PAS and a brief summary of the ARG would be provided to the employee evaluated. ( Id. at 17.)

According to Plaintiff, Defendant Shrader (Chairman and Chief Executive Officer) falsely attacked Plaintiff's performance on the Warbreaker program during the ARG meeting. ( Id. at 18.) Defendant Garner allegedly knew these comments were false, but failed to speak up when he had a duty to do so. ( Id. at 18.) The assessment document stated that Plaintiff was only "meeting" or "partially meeting" expectations in five job performance categories appraised. (Doc. No. 108, Ex. 4, "2003 Appraisal".) The PAS stated that Plaintiff was not recommended to continue in his current position, which contradicted previous statements and evaluations according to Plaintiff. ( Id. at 20.) The PAS further recommended that Booz Allen and Plaintiff initiate a retirement plan, with the proposed goal that Plaintiff retire sometime between October 2004 and October 2005. (Doc. No. 108, Ex. 12, "Partner Assessment Summary".) Plaintiff had two choices: (1) he could comply with the retirement recommendations or (2) risk termination down the road without retirement benefits. (Doc. No. 38 at 20.) Plaintiff chose the former and retired on March 31, 2005 despite being notified that termination could be reversed if he desired to stay longer at Booz Allen. ( Id. at 102.)

Throughout his employment with Booz Allen, Plaintiff participated in the company's Officers' Stock Rights Plan ("Stock Plan"). By the time of his retirement, Plaintiff owned 30, 500 shares of Booz Allen stock. ( Id. at 2.) Booz Allen stock was not publically traded, all outstanding shares were owned by 280 shareholders who could only sell their shares back to Booz Allen. The terms of the Stock Plan provided that:

In the event an Officer ceases to be an employee of the Company or its subsidiaries by virtue of retirement, death, or disability, the Company shall have the right, exercisable at any time following the expiration of 24 months from such event, to purchase all or any portion of the Common Stock held by Officer (or the Officer's estate) at the Repurchase Price in Effect at the date of exercise of the Company's rights.

(Doc. No. 48, Ex. B, ¶ 7(b) (approved in 1988); Ex. A ¶ 10 (as amended in 2006). Exactly two years after Plaintiff retired, Booz Allen exercised this right and repurchased all of Plaintiff's stock at "book value, " ($148 per share) on March 31, 2007. Plaintiff received over $4.5 million. (Doc. No. 38 at 90, 101.)

In July 2008, Booz Allen entered into a contract to sell its government division to the Carlyle Group in a leveraged buyout. ( Id. at 65) Outstanding shares were repurchased at $794 per share, significantly higher than book value. ( Id. at 23-24). Plaintiff consulted with colleagues and concluded he had been forced to retire as part of an overall scheme to deny him the opportunity to participate in the Carlyle transaction. Plaintiff seeks the $21 million he could have received for his accumulated stock had he remained employed at Booz Allen for three more years and participated in the Carlyle sale. Plaintiff alleges that individual Defendants engineered a secret plan to split Booz Allen into two divisions, take control of the company by getting rid of opposing partners, and capture the excess market value for personal gain.

B. Procedural Background

Plaintiff initiated this action on April 1, 2009 against Defendants Shrader, Garner, and Booz Allen, along with other defendants who are no longer a part of this action. (Doc. No. 1.) Defendant then filed a First Amended Complaint ("FAC") on December 8, 2009. The Honorable Michael M. Anello granted Defendants' motion to dismiss the FAC, dismissing with prejudice three claims brought pursuant to Delaware law, but dismissing without prejudice all other claims. (Doc. No. 36.) The case was then transferred to this Court's docket.

On October 16, 2010 Plaintiff filed his SAC alleging causes of action for: (1) violations of the Racketeer Influenced and Corrupt Organizations Act "(RICO"), 18 U.S.C. § 1961 et seq. ; (2) conspiracy under RICO; (3) breach of Employee Income Retirement Act ("ERISA") implied covenant of fair dealing; (4) breach of ERISA fiduciary duty; (5) securities fraud; (6) tortious interference with contract; and (7) breach of contract. (Doc. No. 38.) On September 22, 2011, this Court granted in part and denied in part Defendant's motion to dismiss the SAC. (Doc. No. 54.) The Court dismissed with prejudice the RICO, ERISA, and securities fraud claims.

Plaintiff's only surviving claims are (1) tortious interference with contract against Defendants Ralph Shrader and Joseph E. Garner and (2) breach of contract claims against Booz Allen. ( Id. ) Fact discovery completed on May 23, 2013. (Doc. No. 97.) ...

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