Deveaux v. Bordes, Jr.

Background

Marc Deveaux sued Peter A. Bordes, Jr., alleging that Bordes failed to pay wages Deveaux earned while working for Qandlestick LLC. Deveaux relied on New Jersey’s Wage Payment Law and alleged that Qandlestick promised him 85% of the revenue from his work for SEQ Technology LLC. He claimed that he received $52,500 but was owed an additional $132,800, along with liquidated damages.

Bordes counterclaimed that Deveaux owed him wages instead. Bordes then moved for summary judgment on Deveaux’s claims and asked to dismiss his own counterclaim.

Release of Deveaux’s Wage Claims

The court granted summary judgment because it found that Deveaux had released Bordes from the claims at issue. The General Release, signed on November 16, 2021, released Qandlestick, Fernhill Corp., and their representatives, directors, managers, members, owners, shareholders, officers, employees, and other listed parties from “any and all claims” arising on or before that date. The court held that Bordes fell within that group and that the broad language included unpaid-wage claims.

The court applied Nevada law because the General Release was an ancillary document executed with the Purchase Agreement, which selected Nevada law. Under that law, the court treated the release as a contract and enforced its clear language. The court found the release unambiguous and held that its language relieved Bordes of liability for Deveaux’s unpaid-wage claims that accrued before Qandlestick’s sale.

The court rejected Deveaux’s argument that the release was invalid because he had not received the promised consideration. Deveaux did not dispute receiving 91,430,716 shares of Fernhill stock and $5,000 in cash at the closing. The court determined that the “cash” referenced in the release meant the $5,000 paid at closing, rather than the $310,000 Deveaux claimed he was promised. The court also considered the Purchase Agreement’s provision for a promissory note and concluded that the agreement did not entitle Deveaux to receive $310,000 in cash at closing.

The court also rejected Deveaux’s argument that he did not knowingly waive a claim against Bordes personally because he was unaware Bordes could be individually liable under the Wage Payment Law. Applying Nevada contract principles, the court explained that a person’s unilateral mistake generally does not invalidate a release unless the other party knew or had reason to know of the mistake. The court further rejected Deveaux’s contention that his wage claim was unrelated to Qandlestick’s sale, finding that the release’s wording was not limited only to sale-related claims.

Bordes’s Counterclaim

The court permitted Bordes to voluntarily dismiss his counterclaim under Federal Rule of Civil Procedure 41(c). Applying factors concerning the timing of the request, possible unfairness, the stage of the case, duplicated litigation costs, and the reason for dismissal, the court found that most factors favored dismissal. The court noted that discovery had been brief, Deveaux faced no substantial additional burden from the counterclaim, Bordes considered it unlikely that he would pursue the claim again, and Bordes’s attorney concluded that the counterclaim lacked an adequate basis.

Disposition

Judge Analisa Torres granted Bordes’s motion for summary judgment and dismissed Bordes’s counterclaim. The Clerk of Court was directed to enter judgment consistent with the order, terminate the motion, and close the case.