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Kneebinding, Inc. v. Howell

Supreme Court of Vermont

May 23, 2014

Kneebinding, Inc.
v.
Richard Howell

Editorial Note:

This Opinion is subject to motion for reargument or formal revision before publication. See V.R.A.P. 40

On Appeal from Superior Court, Lamoille Unit, Civil Division. Alden T. Bryan, J. (Ret.), Specially Assigned.

Peter G. Anderson, Stowe, for Plaintiff-Appellee.

Caroline S. Earle of Ellis Boxer & Blake PLLC, Montpelier, for Defendant-Appellant.

Present: Reiber, C.J., Dooley, Skoglund and Robinson, JJ., and Toor, Supr. J., Specially Assigned

OPINION

Page 613

Dooley, J.

[¶1]  Richard Howell, defendant in this commercial contract and employment dispute, appeals from a judgment in favor of plaintiff Kneebinding, Inc. on his counterclaims alleging breach of contract, tortious interference with contract, defamation, trademark violation, and misappropriation of trade secrets. Howell contends the trial court erred in concluding that: (1) a contractual release barred the counterclaims arising prior to the date of the release, and (2) the release was supported by sufficient consideration. We affirm.

[¶2] Except where otherwise noted, the material facts are not in dispute. In 2006, Howell formed Kneebinding, Inc. to develop a ski binding based on a new release mechanism that he had invented. John Springer-Miller provided major financing and received a controlling interest in the corporation. Pursuant to a series of agreements, John Springer-Miller became the chairman of the board of directors and Howell was employed as president and chief executive officer. An employment agreement executed by the parties in November 2007 provided that Howell would be an at-will employee with an annual base-salary of $80,000 per year, and, in the event his employment was terminated " other than for Cause," Howell would receive $80,000 as severance compensation payable in equal installments over a period of one year.

[¶3] Less than a year later, in September 2008, the company's board of directors voted to terminate Howell's employment without cause. Negotiations between the company and Howell over the terms of his departure resulted in a letter from John Springer-Miller on behalf of Kneebinding to Howell, dated October 2, 2008, confirming " the terms and conditions of [Howell's] severance arrangement with Kneebinding, Inc. ('the Company')." The provisions of the letter and certain attachments thereto form the basis of the instant dispute. As originally presented to Howell, the material provisions of the letter agreement were as follows. The first and second unnumbered[1] paragraphs of the agreement provided, in pertinent part:

Page 614

The Company will provide you [Howell] with the benefits described herein if you sign and return this letter agreement and the Consulting Agreement attached hereto as Attachment A to me by October 9, 2008, and agree to timely sign and return the Release of Claims attached hereto as Attachment B within five calendar days following the end of the Consulting Period (as defined in the Consulting Agreement).
By signing and returning this letter agreement (including Attachment A), you will be agreeing to the terms and ...

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