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West v. IDT Corp.

May 25, 2006

ALFRED WEST, PLAINTIFF,
v.
IDT CORPORATION AND IDT TELECOM, INC., DEFENDANTS.



The opinion of the court was delivered by: Walls, Senior District Judge

FOR PUBLICATION

OPINION

Defendants move for judgment as a matter of law pursuant to Fed. R. Civ. P. 50. The motion is granted.

FACTS AND PROCEDURAL BACKGROUND

This action involves the disputed terms of employment between plaintiff Alfred West ("West") and defendants (collectively "IDT"). Plaintiff met with Howard Jonas, IDT Corporation's Chief Executive Officer and Chairman of its Board of Directors, on February 3, 2001. It is undisputed that, at that meeting, Jonas drafted and Jonas and plaintiff signed a handwritten document (the "February Document") with the following terms:

"IDT and Alfred West agree that

1) IDT will pay West $200,000 per year for 5 years

2) Alfred will work exclusively for IDT for 5 years

3) IDT will in six months buy 'Westco' a business to be incorporated which will contain all West's intellectual property e.g. presto and debit card business (mostly european) and any rights due from Viatel

4) If Viatel rights not transferable West will sell to IDT at cost. For next six months West will rent intellectual property for $1 for next six months IDT will pay 70,000 shares and one and a half million dollars cash each year for 5 years (or stock at West's option) to be paid in advance (first date of each year starting Feb. 13, 2001 and ending Feb. 13, 2005. (Equates roughly to $14,300,000

5) The parties will complete formal contracts as soon as possible but this is binding

6) West may quit if unhappy after 3 full years and payout will continue regardless

7) Final agreement will be structured so as to best minimize taxation for all parties"

After several months during which the parties worked unsuccessfully to transfer the rights and businesses contemplated in the February Document, IDT provided plaintiff with a draft of a performance-based multi-year employment agreement. Plaintiff rejected the draft and IDT terminated his employment on August 16, 2001. Plaintiff was paid a total of $124,615.41 for his approximately six months of work.

Plaintiff filed this action on September 14, 2001. Partial summary judgment was granted on July 14, 2004, leaving only plaintiff's promissory estoppel and quantum meruit claims for trial. At the close of plaintiff's case at trial, defendants moved for judgment as a matter of law and the Court reserved. The jury ultimately rendered a verdict in favor of IDT on the promissory estoppel claim and in favor of West on the quantum meruit claim. Damages were awarded to him of $1.5 million. Judgment was entered on July 28, 2005. Defendants now renew their motion for judgment as a matter of law or, in the alternative, for a new trial or a reduction of the jury award. Plaintiff moves for prejudgment interest.

FOR PUBLICATION

LEGAL STANDARD

Under Fed. R. Civ. P. ...


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