Opinion
Civil Action 9:19-00935-BHH-MGB
01-31-2023
F. Geoffrey Toonder, Plaintiff, v. Community Care Health Network, LLC d/b/a Matrix Medical Network, DPN USA, LLC d/b/a HealthFair, and Shahriar Ekbatani a/k/a James Ekbatani, Defendants.
REPORT AND RECOMMENDATION
MARY GORDON BAKER, UNITED STATES MAGISTRATE JUDGE.
Plaintiff filed the instant litigation on March 28, 2019, bringing the following causes of action against Defendants: breach of contract, breach of contract accompanied by a fraudulent act, promissory estoppel, and conversion. (Dkt. No. 1.) This matter is now before the Court upon Defendants' Motion for Summary Judgment (Dkt. No. 104) and Plaintiff's Motion for Partial Summary Judgment (Dkt. No. 105). The motions were referred to the undersigned by the Honorable Bruce Howe Hendricks, United States District Judge, on September 29, 2022. For the reasons set forth below, the undersigned RECOMMENDS that the motions (Dkt. Nos. 104, 105) be DENIED.
FACTUAL SUMMARY
This civil action centers around various grants of Reserved Units issued to Plaintiff in the course of his employment with Defendants. Plaintiff is a cardiothoracic and vascular surgeon who began working for Defendant DPN USA, LLC d/b/a Health Fair (“HealthFair”) in 2000. (Dkt. No. 104-1 at 2; Dkt. No. 113 at 1; Dkt. No. 113-1 at 1.) HealthFair was a company specializing in mobile diagnostic health assessments and testing founded by Defendant Ekbatani. (Dkt. No. 104-1 at 1; Dkt. No. 113 at 1.) During the relevant period, Plaintiff was responsible for interpreting patients' electrocardiograms, vascular tests, and echocardiograms. (Dkt. No. 104-1 at 2; Dkt. No. 113 at 1; Dkt. No. 1131 at 1-2.) According to Plaintiff, he took on increasingly important roles throughout his employment. (Dkt. No. 113 at 2.) Although Plaintiff initially had a written employment contract with Defendants, he did not have one during the relevant period. (Dkt. No. 104-1 at 2; Dkt. No. 113 at 2; Dkt. No. 113-1 at 2.)
This Report and Recommendation reflects the pagination assigned by the Court's automated docketing system.
In or around 2015, Defendant Ekbatani, who was the Chief Executive Officer of HealthFair at the time, considered selling HealthFair to Defendant CCHN Group Holdings, Inc. d/b/a Matrix Medical Network (“Matrix”). (Dkt. No. 104-1 at 3; Dkt. No. 113 at 2.) According to Plaintiff, Defendant Ekbatani needed to maintain or increase HealthFair's market value to make it an attractive acquisition target for Matrix. (Dkt. No. 113 at 2; Dkt. No. 113-1 at 3-4.) As such, Defendant Ekbatani began offering portions of his equity in HealthFair to the physicians employed there as an incentive to stay with the company. (Dkt. No. 113 at 3; Dkt. No. 113-1 at 3-4.) These shares could be redeemed for cash when HealthFair was sold, if the employee who had received them was still employed by HealthFair at the time of the sale (“Reserved Units”). (Dkt. No. 105-1 at 2; Dkt. No. 113 at 3; Dkt. No 113-1 at 4.) Plaintiff asserts that Defendant Ekbatani issued him Reserved Units on several occasions: (1) 100,000 Reserved Units on February 8, 2016; (2) 50,000 Reserved Units later in 2016; (3) 50,000 Reserved Units on July 27, 2016; and (4) an additional 50,000 Reserved Units on November 7, 2016. (Dkt. No. 105-1 at 2; Dkt. No. 113 at 3-5; Dkt. No. 113-1 at 4-7.) According to Plaintiff, he received a total of 250,000 Reserved Units from Defendant Ekbatani. (Dkt. No. 105-1 at 2; Dkt. No. 113 at 3-5; Dkt. No. 113-1 at 4-7.)
Defendants contest this. (Dkt. No. 104-1 at 15-17.)
As part of the due diligence process for the sale of HealthFair, employees holding Reserved Units were asked to sign an Award Letter that confirmed the number of Reserved Units each employee held (the “Award Letter”). (Dkt. No. 104-1 at 3; Dkt. No. 105-1 at 4; Dkt. No. 113 at 8; Dkt. No. 113-1 at 14.) Plaintiff received his Award Letter at 12:05 p.m. on October 24, 2017 and was asked to sign it within two (2) days. (Dkt. No. 105-1 at 4; Dkt. No. 113 at 8; Dkt. No. 113-1 at 14.) The Award Letter designated 50,000 Reserved Units to Plaintiff and included a sentence stating: “This designation of Membership Units supersedes any previous commitment to you regarding Membership Units.” (Dkt. No. 1051 at 4; Dkt. No. 113-1 at 14; Dkt. No. 113-13 at 2.) At 12:40 p.m. on that same day, Plaintiff received an email from Defendant Ekbatani stating: “It is imperative that [the Award Letter] be signed and scanned back to my office by tomorrow, unless you [] are not interested and can turn it back in !” (Dkt. No. 104-1 at 4; Dkt. No. 105-1 at 4; Dkt. No. 113 at 8-9; Dkt. No. 113-14 at 1.) Plaintiff signed and returned the Award Letter. (Dkt. No. 104-1 at 3; Dkt. No. 105-1 at 5; Dkt. No. 113 at 9; Dkt. No. 113-1 at 15.) Plaintiff claims that he only signed the Award Letter because he feared that he would be fired and receive no Reserved Units if he refused. (Dkt. No. 105-1 at 4; Dkt. No. 113 at 9.)
On December 27, 2017, a follow-up agreement was sent to all Reserved Unit holders, including Plaintiff. (Dkt. No. 104-1 at 4; Dkt. No.105-1 at 5; Dkt. No. 113 at 10; Dkt. No. 113-1 at 16.) The purpose of this agreement (entitled “Reserve Units: Clarifications”) was to provide Reserved Unit holders “with additional details and clarification regarding the nature of the ‘Reserved Units' referenced in [the] Award Letter[s].” (Dkt. No. 104-1 at 4; Dkt. No. 105-1 at 5-6; Dkt. No. 113 at 10-11; Dkt. No. 113-1 at 16; Dkt. No. 113-15 at 1.) Specifically, the follow-up agreement explained:
First, the Award Letter grants you the right to receive an economic award -a payment of cash (and not a grant of an actual equity ownership interest in the Company) ....Second, the amount of the payment will be determined “as if” you actually own the number of Reserved Units referenced in your award letter . . . (again, [] “as if” you were an owner, rather than actually being an owner). Third, at no time will you need to (nor will you) actually obtain and own any units in the Company to receive the value offered to you under your Award Letter ....
The Company remains thrilled to have provided you with the compensation benefit offered in your Award Letter and requests that you sign below to evidence that you acknowledge and agree with the terms of this letter (including as such terms clarify and/or modify your Award Letter). By signing below you also acknowledge and agree that, notwithstanding anything in the Award Letter to the contrary: (i) you do not own (nor have you ever owned) any direct or indirect equity ownership in the Company . . . (ii) neither your Award Letter nor the “Reserved Units” referenced therein constitutes any form of direct or indirect equity ownership in the Company, or a grant or award of any form of direct or indirect equity ownership in the Company (or any future right to obtain the same), and instead only entitles you to an award of “phantom equity” and a cash payment in respect thereof, (iii) you are not now, nor ever were, a party to the Company's Operating Agreement as a Member thereunder, and (iv) you are not now, nor ever were, entitled to receive any distributions under the Company's Operating Agreement as a Member thereunder or otherwise.(Dkt. No. 113-15 at 1.) The agreement also included a release provision, which stated:
[Y]our signature below also constitutes your irrevocable and full release and discharge of the Company (and any direct or indirect buyer of the Company) and their respective affiliates, and the current and former . . . officers, directors, managers, members . . . from any and all claims that you have, or ever could have, that could be contrary to your acknowledgements and agreements set forth in this paragraph.(Id.) Plaintiff signed and returned the agreement on December 28, 2017. (Dkt. No. 113 at 11.) He claims that he signed this agreement because he was “[f]aced with the same untenable alternative he faced when presented with the Award Letter (i.e., termination and zero recovery) ....” (Id.)
HealthFair was sold to Matrix for $160 million (purportedly $4.00 per share) in February 2018. (Dkt. No. 104-1 at 5; Dkt. No. 105-1 at 6; Dkt. No. 113 at 11.) Plaintiff continued to work for HealthFair through the consummation of the sale. (Dkt. No. 104-1 at 5; Dkt. No. 105-1 at 6; Dkt. No. 113 at 11; Dkt. No. 113-1 at 17.) Accordingly, he received a payment of $194,041.42 for 50,000 Reserved Units. (Dkt. No. 104-1 at 5; Dkt. No. 105-1 at 6; Dkt. No. 113 at 11; Dkt. No. 113-1 at 17.) Plaintiff claims that he “should have received $800,000 as the value of an additional 200,000 Reserved Units at $4.00 per share” because the Award Letter and follow-up agreement were not valid contracts and, even if they were, he signed them under duress. (Dkt. No. 113 at 11.) As such, he brought the instant civil action alleging breach of contract, breach of contract accompanied by a fraudulent act, promissory estoppel, and conversion. (See generally Dkt. No. 1.)
PROCEDURAL HISTORY
On April 29, 2022, Defendants filed their first Motion for Summary Judgment. (Dkt. No. 79.) Plaintiff responded to the motion on May 13, 2022. (Dkt. No. 83.) On May 27, 2022, the Court held a hearing on a Motion to Compel that was filed prior to Defendants' Motion for Summary Judgment. (Dkt. Nos. 96, 97.) On June 3, 2022, the undersigned filed an Order granting the Motion to Compel and ordering that Defendants provide additional discovery materials to Plaintiff by June 10, June 17, and June 24. (Dkt. No. 98.) In light of the undersigned's Order, the Court denied Defendants' Motion for Summary Judgment without prejudice and extended the dispositive motions deadline to July 1, 2022. (Dkt. No. 99.)
On July 1, 2022, Defendants filed an Amended Motion for Summary Judgment. (Dkt. No. 104.) On that same day, Plaintiff filed a Motion for Partial Summary Judgment. (Dkt. No. 105.) The parties responded to the respective motions on July 25, 2022. (Dkt. Nos. 112, 113.) They did not file replies. As such, the motions have been fully briefed and are ripe for disposition.
LEGAL STANDARD
Pursuant to Rule 56 of the Federal Rules of Civil Procedure, summary judgment “shall” be granted “if the movant shows that there is no genuine dispute as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). “Facts are ‘material' when they might affect the outcome of the case, and a ‘genuine issue' exists when the evidence would allow a reasonable jury to return a verdict for the nonmoving party.” The News & Observer Publ'g Co. v. Raleigh-Durham Airport Auth., 597 F.3d 570, 576 (4th Cir. 2010) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). When a party fails to establish the existence of an element essential to that party's case, there is no genuine issue of material fact, and the movant is entitled to a judgment as a matter of law. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986).
In ruling on a motion for summary judgment, “the nonmoving party's evidence ‘is to be believed, and all justifiable inferences are to be drawn in that party's favor.'” Hunt v. Cromartie, 526 U.S. 541, 552 (1999) (quoting Anderson, 477 U.S. at 255); see also Perini Corp. v. Perini Constr., Inc., 915 F.2d 121, 123-24 (4th Cir. 1990). “Although the Court must draw all justifiable inferences in favor of the nonmoving party, the nonmoving party must rely on more than conclusory allegations, mere speculation, the building of one inference upon another, or the mere existence of a scintilla of evidence.” Dash v. Mayweather, 731 F.3d 303, 311 (4th Cir. 2013) (citing Anderson, 477 U.S. at 252; Stone v. Liberty Mutual Ins. Co., 105 F.3d 188, 191 (4th Cir. 1997)). “Only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment. Factual disputes that are irrelevant or unnecessary will not be counted.” Anderson, 477 U.S. at 248. “When faced with cross-motions for summary judgment, the court must review each motion separately on its own merits to determine whether either of the parties deserves judgment as a matter of law.” Rossignol v. Voorhaar, 316 F.3d 516, 523 (4th Cir. 2003) (internal citations omitted). Thus, “each movant bears the burden of establishing that no genuine issue of material fact exists.” Shaw Constructors v. ICFKaiser Engineers, Inc., 395 F.3d 533, 538-39 (5th Cir. 2004).
DISCUSSION
I. Defendants' Motion for Summary Judgment (Dkt. No. 104)
Defendants assert that they are entitled to summary judgment on all of Plaintiff's claims because such claims are barred by the follow-up agreement and release Plaintiff signed in December of 2017 (the “December Release”). (See generally Dkt. No. 104-1.) In response, Plaintiff argues that the December Release was not supported by consideration and, therefore, is not a valid contract modification. (Dkt. No. 113 at 13.) Plaintiff contends that, even assuming that the December Release was supported by consideration, “a jury could still find it invalid because Ekbatani and HealthFair created an environment of economic duress to compel Dr. Toonder's assent to a grossly unfair arrangement.” (Id.) By contrast, Defendants assert that, even assuming Plaintiff signed the December Release under duress, he has ratified it by failing to return the $194,041.42 he received upon the sale of HealthFair. (Dkt. No. 104-1 at 12-15.)
In the alternative, Plaintiff asserts that the text of the December Release bars only claims relating to any ownership interest in HealthFair as a result of Reserved Units, not claims relating to the number of Reserved Units owed to Plaintiff. (Dkt. No. 113 at 13.)
Defendants alternatively argue that Dr. Ekbatani's grants of Reserved Units to Plaintiff were themselves not enforceable contracts because such grants were unsupported by valuable consideration. (Dkt. No. 104-1 at 15-17.)
The undersigned considers these arguments, below.
A. December Release
The undersigned first addresses the threshold issue of whether the December Release constitutes a valid contract modification and release, as asserted by Defendants. The undersigned concludes that this is a factual issue that should be reserved for a jury.
It is well settled under South Carolina law that “[a] written contract may be modified by a subsequent agreement of the parties, provided the subsequent agreement contains all the requisites of a valid contract.” Florence City-County Airport Comm 'n v. Air Terminal Parking Co., 283 S.C. 337, 341 (Ct. App. 1984). The requisites of a valid contract are an offer, acceptance, and valuable consideration. Sauner v. Pub. Serv. Auth. of S.C., 354 S.C. 397, 406 (2003). The issue here is whether the December Release is supported by valuable consideration. (Dkt. No. 113 at 13-14.)
Defendants seem to assert that Plaintiff signed the December Release in exchange for the $194,041.42 he received when HealthFair was sold to Matrix. (Dkt. No. 104-1 at 8.) By contrast, Plaintiff contends that he received nothing in exchange for his promise to waive prospective legal claims. (Dkt. No. 113 at 14.) Plaintiff argues that “Defendants had a duty to pay Dr. Toonder for his Reserved Units before the [December Release] was drafted” because he had already been awarded Reserved Units. (Id.) Plaintiff claims that “Defendants' preexisting obligations to Dr. Toonder cannot be used as consideration for the later Amendment Letter.” (Id.)
“Releases are governed by the same principles of adequacy of consideration that apply to other contracts.” Hyman v. Ford Motor Co., 142 F.Supp.2d 735, 741 (D.S.C. 2001) (citing Wilson Group, Inc. v. Quorum Health Resources, Inc., 880 F.Supp. 416, 425 (D.S.C. 1995); Lowery v. Callahan, 210 S.C. 300, 304 (1947)). Under such principles, an “agreement to do that which one is already legally bound to do is not sufficient consideration.” McLeod v. Sandy Island Corp., 265 S.C. 1, 11 (1975) (citing Castell v. Stephenson Finance Company, 244 S.C. 45, 54 (1964)); see also Maynard v. Durham & S. Ry., 365 U.S. 160, 163 (1961) (“A release is not supported by sufficient consideration unless something of value is received to which the creditor had no previous right.” (citations and quotations omitted)).
The record contains conflicting evidence as to when Defendants' duty to pay Plaintiff arose. (See generally Dkt. Nos. 80-1, 104-1, 113, 113-1.) A reasonable juror could conclude that Defendants had a duty to pay Plaintiff for his Reserved Units prior to the December Release. A reasonable juror could also conclude that such duty did not arise until Plaintiff signed the December Release. If Defendants had no previous duty to pay Plaintiff, the $194,041.42 he received could constitute consideration for the December Release. See Prestwick Golf Club, Inc. v. Prestwick Ltd. P'ship, 331 S.C. 385, 389 (Ct. App. 1998) (citing J.C. White Lumber Co., Inc. v. Allen, 306 S.C. 183, 186 (Ct. App. 1991)) (“Valuable consideration to support a contract may consist of some right, interest, profit or benefit accruing to one party or some forbearance, detriment, loss or responsibility given, suffered or undertaken by the other.”). If Defendants did have a previous duty to pay Plaintiff, the $194,041.42 cannot constitute consideration for the December Release, rendering it invalid. See McLeod, 265 S.C. at 11 (citing Castell, 244 S.C. at 54) (explaining that an “agreement to do that which one is already legally bound to do is not sufficient consideration”). Accordingly, whether the December Release is supported by valuable consideration is a question of fact that precludes summary judgment.
Similarly, whether the December Release (assuming its validity) would bar Plaintiff's claims is also a question of fact to be decided by a jury. As noted above, the December Release first clarified:
First, the Award Letter grants you the right to receive an economic award -a payment of cash (and not a grant of an actual equity ownership interest in the Company) ....Second, the amount of the payment will be determined “as if” you actually own the number of Reserved Units referenced in your award letter . . . (again, [] “as if” you were an owner, rather than actually being an owner). Third, at no time will you need to (nor will you) actually obtain and own any units in the Company to receive the value offered to you under your Award Letter ....
The Company remains thrilled to have provided you with the compensation benefit offered in your Award Letter and requests that you sign below to evidence that you acknowledge and agree with the terms of this letter (including as such terms clarify and/or modify your Award Letter). By signing below you also acknowledge and agree that, notwithstanding anything in the Award Letter to the contrary: (i) you do not own (nor have you ever owned) any direct or indirect equity ownership in the Company . . . (ii) neither your Award Letter nor the “Reserved Units” referenced therein constitutes any form of direct or indirect equity ownership in the Company, or a grant or award of any form of direct or indirect equity ownership in the Company (or any future right to obtain the same), and instead only entitles you to an award of “phantom equity” and a cash payment in respect thereof, (iii) you are not now, nor ever were, a party to the Company's Operating Agreement as a Member thereunder, and (iv) you are not now, nor ever were, entitled to receive any distributions under the Company's Operating Agreement as a Member thereunder or otherwise.(Dkt. No. 113-15 at 1.) It then stated:
[Y]our signature below also constitutes your irrevocable and full release and discharge of the Company (and any direct or indirect buyer of the Company) and their respective affiliates, and the current and former . . . officers, directors, managers, members . . . from any and all claims that you have, or ever could have, that could be contrary to your acknowledgements and agreements set forth in this paragraph.(Id.) (emphasis added.) As Plaintiff correctly notes, the “acknowledgements and agreements” set forth in the December Release relate to “claims concerning whether Reserved Units were actual (not ‘phantom') equity interests in HealthFair.” (Dkt. No. 1051 at 11.) However, also included within the “acknowledgements and agreements” is the statement: “The Company . . . requests that you sign below to evidence that you acknowledge and agree with the terms of this letter (including as such terms clarify and/or modify your Award Letter).” (Dkt. No. 113-15 at 1.) An earlier portion of the letter states: “the amount of the payment will be determined ‘as if' you actually own the number of Reserved Units referenced in your Award Letter . . . at no time will you need to . . . own any units in the Company to receive the value offered to you under your Award Letter ....” (Id.) Accordingly, it is unclear whether the December Release bars Plaintiff's claims. A reasonable juror could conclude that the December Release bars Plaintiff's claims to the extent such claims attack the validity of the Award Letter and/or its effect on the number of Reserved Units awarded to Plaintiff prior to the Award Letter's execution. A reasonable juror could also conclude that the December Release bars only claims relating to equity interests in HealthFair. Whether Plaintiff's claims are barred by the December Release is another question of fact precluding summary judgment. See Hunt v. Aspen Square Mgmt., Inc., No. 3:18-cv-02682-JMC, 2021 WL 3860672, at *4 (D.S.C. Aug. 30, 2021) (declaring summary judgment inappropriate where “[t]he evidence in the record is subject to more than one reasonable interpretation”).
Finally, whether Plaintiff was under duress at the time he signed the December Release is yet another question of fact for the jury to decide. Indeed, duress is a fact-specific inquiry often reserved for the jury. See In re Nightingale's Est., 182 S.C. 527 (1937); see also Gainey v. Gainey, 382 S.C. 414, 428-29 (Ct. App. 2009) (citing Santee Portland Cement Corp. v. Mid-State Redi-Mix Concrete Co., 273 S.C. 784 (1979)).
For these reasons, the undersigned RECOMMENDS that Defendants' Motion for Summary Judgment be DENIED.
The various factual issues surrounding the December Release preclude the undersigned from resolving the parties' ratification arguments. (See generally Dkt. Nos. 104-1, 113.) Thus, the undersigned declines to address such arguments.
B. Grants of Reserved Units
To the extent Defendants argue that they are entitled to summary judgment because the agreements underlying Dr. Ekbatani's purported grant of 250,000 Reserved Units to Plaintiff are not valid contracts, the undersigned finds this argument unconvincing. (Dkt. No. 104-1 at 15-17.) Defendants assert that “there was no bargained-for exchange between the parties” when Defendant Ekbatani agreed to give Reserved Units to Plaintiff. (Dkt. No. 104-1 at 16.) Defendants therefore contend that the Reserved Units were gifts. (Id.) By contrast, Plaintiff argues that the consideration underlying the Reserved Unit grants was Plaintiff's promise that he would “not leave to find other work in the hopes that the company would be sold and [he] would be rewarded the value of [his] Reserved Units.” (Dkt. No. 113 at 25.)
Consideration can take the form of “some right, interest, profit or benefit accruing to one party or some forbearance, detriment, loss or responsibility given, suffered or undertaken by the other.” J.C. White Lumber Co., Inc., 306 S.C. at 186 (Ct. App. 1991) (citing McPeters v. Yeargin Constr. Co., Inc., 290 S.C. 327, 350 (Ct. App. 1986)). Here, Plaintiff was an at-will employee with no written employment contract. (Dkt. No. 104-1 at 2; Dkt. No. 113 at 2; Dkt. No. 113-1 at 2.) Thus, as Plaintiff correctly notes, he was not legally obligated to continue working for HealthFair for any set time, and he was free to leave at any point. (Dkt. No. 113 at 25.) Indeed, Defendant Ekbatani testified that he allocated Reserved Units as a “tool to incentivize management [] to stay through the process, and once there was a liquidity event, cash infusion, or the sale of the company they would pro rata benefit ....” (Dkt. No. 113-16.) Plaintiff's promise to remain employed by HealthFair until its sale to Matrix in exchange for Reserved Units could therefore be interpreted as a “forebearance, detriment, [or] loss.” J.C. White Lumber Co., Inc., 306 S.C. at 186. Because a reasonable juror could find that Defendant Ekbatani's grants of Reserved Units to Plaintiff were supported by adequate consideration, summary judgment is inappropriate on this basis, as well. See Aiken Hosp. Grp., LLC v. HD Supply Facilities Maint., Ltd., No. 1:16-cv-03093-JMC, 2018 WL 2219492, at *2 (D.S.C. May 15, 2018) (citing Hendricks v. Clemson Univ., 578 S.E.2d 711, 716 (S.C. 2003)) (“If the evidence [before the court] is conflicting or raises more than one reasonable inference as to the formation of a contract, the issue should be submitted to a jury.”).
II. Plaintiff's Motion for Partial Summary Judgment (Dkt. No. 105)
In his Motion for Partial Summary Judgment (Dkt. No. 105), Plaintiff argues that the October 2017 Award Letter (which designated 50,000 Reserved Units to Plaintiff and stated that such designation superseded any previous designations of Reserved Units), and the December Release do not constitute valid contracts. (Dkt. No. 105-1 at 1.) He further claims that the December Release “claimed to be an irrevocable and full release and discharge of claims, but only as to any claim to an equity ownership interest in HealthFair, not to the number of Reserved Units held.” (Id.) Accordingly, Plaintiff asserts that he “is entitled to Partial Summary Judgment that neither letter is legally binding” and that the December Release “relates only to a claim of equitable ownership,” not Reserved Units held. (Id. at 2.)
As noted above, whether the December Release constitutes a valid, legally enforceable contract is a question of fact to be decided by the jury, as is whether the December Release (if a valid, legally enforceable contract) precludes his claims. (See supra at 9-12.) The undersigned therefore RECOMMENDS that Plaintiff's motion be DENIED as to this issue.
With respect to Plaintiff's contention that the October 2017 Award Letter is not a valid contract because it was unsupported by consideration, the undersigned finds that this issue presents another question of fact to be determined by the jury. Plaintiff argues that “[p]ayment for redemption of 50,000 Reserve[d] Units cannot serve as consideration because Ekbatani and HealthFair owed that to Dr. Toonder before the Award Letter . . . [was] drafted.” (Dkt. No. 105-1 at 7-8.) Plaintiff's argument here is based upon the assumption that he held at least 50,000 Reserved Units at the time he received the Award Letter. However, as described above, there are questions of fact as to whether the various grants of Reserved Units from Defendant Ekbatani to Plaintiff prior to the October 2017 Award Letter were supported by valuable consideration. (See supra at 12-13.) If a jury determines that Plaintiff was, in fact, entitled to at least 50,000 Reserved Units at the time he executed the Award Letter, his argument that the Award Letter is not a valid contract is convincing. See McLeod, 265 S.C. at 11 (citing Castell, 244 S.C. at 54) (stating that an agreement to “do that which one is already legally bound to do is not sufficient consideration”). On the other hand, if the jury determines that Plaintiff was not entitled to at least 50,000 Reserved Units prior to his execution of the Award Letter, his argument that the Award Letter is not supported by consideration is unpersuasive, considering that he received a $194,041.42 payment from Defendants. Thus, this is a factual issue to be decided by a jury, and the undersigned therefore RECOMMENDS that Plaintiff's Motion for Partial Summary Judgment be DENIED on this point. See Wiggins v. Wallace, No. 118-cv-1448-SAL, 2020 WL 1181305, at *2 (D.S.C. March 11, 2020) (citing Black & Decker Corp. v. United States, 436 F.3d 431, 442 (4th Cir. 2006) (noting that “it is the function of the factfinder to resolve factual disputes, including matters of [] credibility”); Dennis v. Columbia Colleton Med. Ctr., Inc., 290 F.3d 639, 644-45 (4th Cir. 2002)).
CONCLUSION
Based on the foregoing, the undersigned RECOMMENDS that Defendants' Motion for Summary Judgement (Dkt. No. 104) and Plaintiff's Motion for Partial Summary Judgment (Dkt. No. 105) be DENIED.
IT IS SO RECOMMENDED.
Notice of Right to File Objections to Report and Recommendation
The parties are advised that they may file specific written objections to this Report and Recommendation with the District Judge. Objections must specifically identify the portions of the Report and Recommendation to which objections are made and the basis for such objections. “[I]n the absence of a timely filed objection, a district court need not conduct a de novo review, but instead must ‘only satisfy itself that there is no clear error on the face of the record in order to accept the recommendation.'” Diamond v. Colonial Life & Acc. Ins. Co., 416 F.3d 310 (4th Cir. 2005) (quoting Fed.R.Civ.P. 72 advisory committee's note).
Specific written objections must be filed within fourteen (14) days of the date of service of this Report and Recommendation. 28 U.S.C. § 636(b)(1); Fed.R.Civ.P. 72(b); see Fed.R.Civ.P. 6(a), (d). Filing by mail pursuant to Federal Rule of Civil Procedure 5 may be accomplished by mailing objections to:
Robin L. Blume, Clerk
United States District Court
Post Office Box 835
Charleston, South Carolina 29402
Failure to timely file specific written objections to this Report and Recommendation will result in waiver of the right to appeal from a judgment of the District Court based upon such Recommendation. 28 U.S.C. § 636(b)(1); Thomas v. Arn, 474 U.S. 140 (1985); Wright v. Collins, 766 F.2d 841 (4th Cir. 1985); United States v. Schronce, 727 F.2d 91 (4th Cir. 1984).