MEMORANDUM OPINION
Amit
P. Mehta United States District Judge.
I.
INTRODUCTION
Plaintiff
Paul Andrew Leitner-Wise is the inventor of a patented
Self-Cleaning Gas Operating System for Firearms. Over 14
years ago, Plaintiff sold a majority interest in his company,
Leitner-Wise Rifle Co. (“LWRC”), to subsidiaries
of Defendant Koniag, Inc. and thereafter signed an Employment
Agreement with LWRC that promised to pay him royalties from
the sales of products incorporating his invention. Plaintiff
now brings this case alleging, among other things, that
Defendant failed to pay him earned royalties and fraudulently
induced him to sell his ownership shares. He alleges common
law claims of breach of contract, unjust enrichment,
fraudulent inducement, and conversion.
Defendant
now seeks summary judgment as to all claims, and Plaintiff
prays for partial summary judgment. Defendant prevails for
three independent reasons: (1) upon leaving LWRC, Plaintiff
agreed to a general release of all claims against Defendant;
(2) all of Plaintiff's claims are time barred; and (3)
Defendant is not a party to the Employment Agreement and thus
is under no obligation to pay Plaintiff royalties. In
addition, the court denies Plaintiff's request for
additional discovery because it comes too late and, in any
event, no foreseeable discovery could cure the fatal
deficiencies inherent in Plaintiff's case.
II.
BACKGROUND
A.
Factual Background[1]
In
October 1998, Plaintiff Paul Andrew Leitner-Wise founded the
Leitner-Wise Rifle Company, Inc (“LWRC”).
See Pl.'s Mot. for Part. Summ. J., ECF No. 26
[hereinafter Pl.'s Mot.], Pl.'s Stmt. of Facts Not
Reasonably in Dispute, ECF No. 26-1 [hereinafter Pl.'s
Facts], ¶ 1; Def.'s Opp'n to Pl.'s Mot. for
Summ. J., ECF No. 28 [hereinafter Def.'s Opp'n],
Def.'s Stmt. of Facts in Opp'n to Pl.'s Mot., ECF
No. 28-1 [hereinafter Def.'s Opp'n Facts] (not
contesting fact). In 2004, Plaintiff invented a
“Self-Cleaning Gas Operating System for a
Firearm” (“the Invention”), and secured a
United States Patent on it in 2008. See Complaint,
ECF No. 1 [hereinafter Compl.], ¶ 7; Def.'s Am.
Answer, ECF No. 14 [hereinafter Am. Answer], ¶ 7;
see also Compl., U.S. Patent, ECF No. 1-1.
In
2004, Plaintiff sold a majority interest in LWRC to two of
Defendant Koniag, Inc.'s subsidiaries, Koniag Development
Corporation and Integrated Concepts and Research Corporation.
See Pl.'s Facts ¶¶ 5, 6; Def.'s
Opp'n Facts (not contesting fact); see also
Pl.'s Mot., Ex. F, ECF No. 26-2. The following year, on
April 11, 2005, Plaintiff signed an Employment Agreement with
LWRC-at the time, controlled by Defendant's
subsidiaries-to serve as LWRC's Chief Technical Officer.
See Pl.'s Facts ¶ 17; Def.'s Opp'n
Facts (not contesting fact); see also Compl., Ex. B,
ECF No. 1-2 [hereinafter Employment Agreement]. Plaintiff
acknowledged in the Employment Agreement that “[a]ll
right, title and interest in and to the [Invention] shall be
and remain the sole and exclusive property of [LWRC].”
Employment Agreement ¶ 11(a). The agreement also
contained a royalty provision with respect to the Invention:
Employer hereby acknowledges that [Plaintiff] has developed
certain Intellectual Property prior to the execution of this
Agreement which Employer desires to exercise ownership rights
including patents developed while [Plaintiff] was employed by
[LWRC]. Employer will separately pay a royalty of one half of
one percent (.05%) on the net sale price of each product
containing a previously patented or patentable or otherwise
protected device developed by [Plaintiff] . . . The
royalties[] payable under this subsection shall not be due
and payable until Employer's books of accounts show the
existence of pre-tax profits . . . Payment of royalties under
this section shall not be withheld or terminated regardless
of any Termination of the [Plaintiff] for any reason.
Employment Agreement ¶ 11(f); see also
Pl.'s Facts ¶ 18. The Employment Agreement also
stated that “[t]his Agreement is personal to [LWRC] and
to [Plaintiff] and may not be assigned by either party
without the written consent of the other.” Employment
Agreement ¶ 13. And it provided that “[t]his
Agreement shall be interpreted and construed in accordance
with the laws in Virginia.” Id. ¶ 22.
On
January 20, 2006, Defendant's subsidiaries sold their
interests in LWRC to the Leitner-Wise Acquisition Group, LLC.
See Def.'s Mot. for Summ. J., ECF No. 15
[hereinafter Def.'s Mot.], Def.'s Stmt. of Material
Facts in Support of Def.'s Mot. for Summ. J., ECF No.
15-2 [hereinafter Def.'s Facts], ¶ 1; see
also Def.'s Mot., LWAG Certificate of Incorporation,
ECF No. 15-9 [hereinafter LWAG Incorporation], at KON
000276-279; see also Pl.'s Facts ¶ 27
(acknowledging “Defendant claims to have sold all of
its interest to the Leitner-Wise Acquisition Group, LLC on
January 20, 2006” without contesting the fact).
Plaintiff, a member and manager of the Leitner-Wise
Acquisition Group, signed the acquisition documents.
Def.'s Facts ¶¶ 2-3; see also LWAG
Incorporation at KON 000233, KON 000278; Pl.'s Opp'n
to Def.'s Mot., ECF No. 23 [hereinafter Pl.'s
Opp'n] (not contesting fact).
Ten
months later, Plaintiff left his employment with LWRC. Compl.
¶ 22; Def.'s Facts ¶ 7 (citing to Termination
Letter); Pl.'s Opp'n (not contesting fact). On
October 31, 2006, contemporaneous with his departure,
Plaintiff signed a Termination Agreement “by and
between [LWRC] and [Plaintiff].” See
Def.'s Mot., Termination of Employment, ECF No. 15-11
[hereinafter Termination Agreement]; Pl.'s Opp'n (not
contesting fact). The Termination Agreement contained a
broadly worded general release provision:
In exchange for the execution of this letter agreement by
[LWRC], the execution of the Equities Purchase Agreement by
Ryan and other good and valuable consideration, you hereby,
among other things, fully, forever, irrevocably and
unconditionally release and discharge [LWRC], and any
subsidiary or affiliated organization of the Company and
their current or former officers, directors, stockholders,
corporate affiliates, members, managers, attorneys or
employees (the “Released Parties”) from any and
all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, sums of money, costs, accounts,
covenants, contracts, agreements, promises, omissions,
damages, obligations, liabilities and expenses (including
attorney's fees and costs), of every kind and nature,
known or unknown, which you ever had or now have against the
Released Parties, including, but not limited to, all claims
arising out of your employment, all claims arising out of the
Employment Agreement, all claims arising out of your
separation from employment, all claims arising from any
failure to re-employ you . . . all wrongful discharge claims,
common law tort, defamation, breach of contract and other
common law claims . . . .
Termination Agreement ¶ 1. The Termination Agreement
defined the “Employment Agreement” to be the
agreement containing the royalty provision. Id.
¶ (i) (defining Employment Agreement as agreement signed
on April 11, 2005).[2]
According
to Plaintiff, on April 18, 2008, LWRC sold its interest in
the Invention to LWRC International, LLC for five million
dollars. See Compl. ¶¶ 28, 36; see
also Compl., Ex. D, ECF No. 1-4. Defendant never paid
Plaintiff royalties for the Invention. See Pl.'s
Facts ¶ 28; Def.'s Opp'n Facts (not contesting
fact).
According
to Plaintiff, at some point a copy of the 2005 Employment
Agreement was taken from him, and in 2014, an immigration
attorney for Plaintiff discovered the Employment Agreement
and provided it to Plaintiff. See Compl.
¶¶ 24, 39.
B.
Procedural Background
Plaintiff
filed this action on September 11, 2017, pleading four causes
of action against Defendant: (1) breach of contract, (2)
unjust enrichment, (3) fraudulent inducement, and (4)
conversion. See Compl. ¶¶ 40-67. The
breach of contract and unjust enrichment claims are premised
on Defendant's alleged failure to pay him royalties under
the Employment Agreement. See Id. ¶¶
40-52. The fraudulent inducement and conversion claims
contend that Defendant caused Plaintiff to enter into
unspecified contracts under false pretenses, namely,
Defendant promised to fund LWRC through a private offering,
when it never intended to do so. See Id.
¶¶ 53- 67.
Defendant
filed an initial Answer on November 15, 2017, see
Answer, ECF No. 7, after which the court entered a scheduling
order, which permitted discovery to commence as of December
18, 2017, see Order, ECF No. 11, at 1. The court set
September 18, 2018, as the discovery deadline. See
Id. Defendant filed an Amended Answer on February 6,
2018. See Am. Answer.
Shortly
thereafter, on March 2, 2018-six months before the close of
discovery- Defendant moved for summary judgment as to all
claims. See Def.'s Mot. Plaintiff did not,
however, file a timely opposition to Defendant's motion.
Instead, over three months later, on June 18, 2018, Plaintiff
filed a motion seeking to “expand discovery
deadlines” and “hold responses to Defendant's
Motion for Summary Judgment in abeyance.” Mot. to
Expand Disc., ECF No. 19 [hereinafter Mot. to Expand Disc.],
at 1. Before briefing on his motion became ripe, however,
Plaintiff filed his opposition to Defendant's Motion for
Summary Judgment on June 27, 2018. See Pl.'s
Opp'n. Then, two months later, Plaintiff moved for
partial summary judgment, asking the court to find that
Defendant had breached the Employment Agreement by assigning
the Invention without his consent and without compensation.
See generally Pl.'s Mot.
The
court now addresses all three motions: (1) Defendant's
Motion for Summary Judgment, (2) Plaintiff's Motion to
Expand Discovery and to Hold Defendant's Motion in
Abeyance, and (3) Plaintiff's Motion for Partial Summary
Judgment. The court begins by analyzing the parties'
motions for summary judgment, then turns to Plaintiff's
motion to extend the time for discovery and to hold in
abeyance a decision on summary judgment.
III.
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