John K. Black v.  John R. Hoffman

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
 JOHN K. BLACK,
Plaintiff-Appellant,
v. No. 00-1797 
JOHN R. HOFFMAN,
Defendant-Appellee. 
Appeal from the United States District Court
for the District of South Carolina, at Greenville.
Margaret B. Seymour, District Judge.
(CA-98-2846-6-24)
Argued: February 28, 2001
Decided: April 13, 2001
Before WILKINSON, Chief Judge, KING, Circuit Judge,
and Cynthia Holcomb HALL, Senior Circuit Judge of the
United States Court of Appeals for the Ninth Circuit,
sitting by designation.
Affirmed by unpublished per curiam opinion.
COUNSEL
ARGUED: Robert Calvin Wilson, Jr., Greenville, South Carolina, for
Appellant. Stephanie Holmes Burton, GIBBES BURTON, L.L.C.,
Greenville, South Carolina, for Appellee. ON BRIEF: Frank H. Gib-
bes, III, GIBBES BURTON, L.L.C., Greenville, South Carolina, for
Appellee.

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Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
OPINION
PER CURIAM:
John Black filed suit against John Hoffman alleging numerous
breach of contract and fiduciary duty claims. The district court dis-
missed all of Black’s claims on summary judgment. Finding no error,
we affirm.
In 1993 John Black joined RightSource, Inc., a computer consult-
ing company founded by President and CEO John Hoffman. While
encouraging Black to leave his job at IBM, Hoffman agreed that at
some point in the future he would establish an employee stock option
plan (ESOP) so that Black could gain an equity interest in Right-
Source. In 1995, Hoffman attempted to make good on his promise to
Black by having RightSource adopt a nonqualified incentive stock
option plan. Black executed the relevant agreements needed to partici-
pate in the plan. Included in these agreements was a general release
of the company, its shareholders, directors and officers from any
claims relating to any prior agreements or promises relating to the
issuance of stock (or related instruments) in the company.
In April 1996, First Union Capital Partners (FUCAP) made an
offer to purchase 50% of RightSource’s stock from Hoffman. As a
part of the acquisition, Black agreed to sign various documents modi-
fying the 1995 options plan. Included in these documents was another
release, nearly identical to the one signed in 1995. Approximately one
year later, another company, Caribiner, began the process of purchas-
ing RightSource. This transaction also required Black to sign a set of
documents modifying the options plan. Included in these documents
was a third, extremely broad release.
Black left Caribiner in August 1998 because he did not think it was
a well run company and because he no longer wanted to work with
Hoffman. He subsequently filed suit against Hoffman alleging numer-
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ous breach of contract and fiduciary duty claims. The contract claims
alleged that Hoffman failed to honor the original agreement with
respect to establishing an ESOP. The fiduciary duty claims alleged
that Hoffman violated his duty to Black by not informing Black that
the FUCAP transaction affected a change in ownership. Under the
original 1995 nonqualified incentive stock option plan, a change in
ownership triggered an immediate vesting of all options. According
to Black, Hoffman’s failure to disclose the details of the FUCAP
transaction caused Black to miss the opportunity to exercise his accel-
erated vesting rights.
The district court dismissed all of Black’s claims on summary
judgment. With respect to the contract claims, the district court held
that these were barred by the various releases Black signed. For
example, the first and second release both required Black to release
"the Company, its shareholder(s), directors and officers from any
demands and claims arising from or in connection with any prior
agreements" regarding "the grant, transfer or issuance of Common
Stock . . . or any interests or rights in the Company similar to any of
the foregoing." The third release was even broader. It stated that
Black "releases, holds harmless and forever discharges each of the
Releasees . . . of all actions, causes of action, suits, debts, guaranties,
dues, sums of money, accounts, reckonings" and the like that Black
"ever had, now [has] from the beginning of time through the date
hereof."
With respect to the fiduciary claims, the district court expressed
skepticism as to whether Hoffman even had a fiduciary duty to Black.
According to the district court, since Black’s options were merely an
unexercised contractual right to purchase equity, they likely did not
qualify for fiduciary protections. However, even if stock options qual-
ified for fiduciary protections, the district court found nothing in the
written terms of the 1995 agreement requiring Hoffman to protect
Black’s interests in the event of an acquisition. Thus, the district court
held that even if Hoffman had a fiduciary duty to Black, it was not
breached as a result of the FUCAP transaction.
In a separate ruling the district court rejected Black’s Rule 59(e)
motion seeking certification of certain state law questions to the South
Carolina Supreme Court. There are only three limited grounds for a
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district court to grant a 59(e) motion: (1) to accommodate an interven-
ing change in controlling law; (2) to account for new evidence not
available at trial; or (3) to correct a clear error of law or prevent mani-
fest injustice. Hutchinson v. Staton, 994 F.2d 1076, 1081 (4th Cir.
1993). The district court denied Black’s motion because it did not fall
into any of these three categories.
Having had the benefit of oral argument and the parties’ briefs, we
conclude that the district court correctly granted summary judgment
to Hoffman. Accordingly, we affirm on the reasoning of the district
court.
AFFIRMED
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