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Andrew James Manning v. Lithium Technology Corporation and Amir Elbaz

December 16, 2011


On appeal from the Superior Court of New Jersey, Law Division, Morris County, Docket No. L-3200-08.

Per curiam.


Submitted November 1, 2011

Before Judges Simonelli and Hayden.

In this matter, plaintiff Andrew James Manning claims that defendant Lithium Technology Corporation (LTC) breached his employment contract and the implied covenant of good faith and fair dealing, and was unjustly enriched by its failure to comply with the contract's termination without cause provision. Plaintiff also claims that LTC and defendant Amir Elbaz (Elbaz) made negligent misrepresentations about the contract, and Elbaz tortiously interfered with plaintiff's economic gain. Plaintiff appeals from the December 1, 2010 Law Division order, which granted summary judgment to defendants, and dismissed this matter with prejudice. We affirm.

The following facts are derived from evidence submitted by the parties in support of, and in opposition to, the summary judgment motion, viewed in a light most favorable to plaintiff. See Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 540 (1995). In November 1994, plaintiff began working as the Director of Process Development for Hope Technologies, a company that later became LTC. In 2002, he signed a three-year employment contract with LTC, commencing January 1, 2002 and terminating December 31, 2004, for the positions of Executive Vice-President, Chief Operating Officer (COO) and Chief Technical Officer (CTO) (the 2002 contract). The 2002 contract did not contain a "signing bonus" provision or a provision regarding termination without cause; it only contained provisions for plaintiff's termination "for cause" and if he became totally disabled or died.

LTC's Board of Directors (Board) had to approve all employment contracts. After the contracts were approved and signed, LTC placed the original contract in its files and the employee received a copy. Plaintiff received a copy of the 2002 contract.

Plaintiff claims that he signed a new three-year employment contract in 2003 that superseded the 2002 contract, and received a copy; however, he did not produce the original or a signed or unsigned copy of the new contract. LTC claims that the 2002 contract was never renewed or extended, and there was no other contract with plaintiff in its files.

During December 2004 or January 2005, plaintiff and Franz Kruger, LTC's then Chief Executive Officer (CEO), discussed a possible increase in plaintiff's annual salary. Plaintiff claims that in January 2005, Harry van Andel (van Andel), the Board's chairman, approached him about changes to LTC's management structure, and proposed a new employment contract appointing plaintiff as President and COO; however, they never discussed specific terms, such as compensation or duration.

Plaintiff discussed his proposed new contract with William Hackett (Hackett), who would be joining LTC as Chief Financial Officer (CFO). Hackett told plaintiff that LTC was preparing a contract for Hackett, and "that there would be a similar contract drawn up" for plaintiff. Although Hackett was aware that LTC was negotiating a contract with plaintiff, he was not involved in the negotiations or in drafting a contract, and he never saw a draft.

In March 2005, LTC's attorney sent plaintiff a draft of a three-year contract that was apparently meant for Hackett because it contained a $50,000 signing bonus provision, as Hackett was joining LTC, and gave "full authority and responsibility" for LTC's financial affairs, which were responsibilities of the CFO, not the COO. The draft contract provided for a $275,000 annual salary, bonuses, and stock options, and also contained the following termination without cause provision:

3.3 Without Cause. The Company may terminate the Executive's employment for any reason at any time. In such event the following provisions shall govern:

i) if the Company does not desire to have the Executive continue working for the Company, Executive's employment shall terminate immediately and the Company shall pay to Executive (net of applicable deductions and withholdings) an amount equal to twelve (12) months salary and a pro rata bonus based on the prior year's bonus paid to Executive. In addition, the Company shall provide and pay for health benefits for Executive and his dependents for a period of twelve months following termination. The salary and bonus ...

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