Rodriguez v. GB Lodging, LLC

Background

Dionis Rodriguez sued GB Lodging, LLC and Anolag Jacpot 2 JV LLC over promote participation interests, or financial interests in the profits from real-estate developments. Rodriguez’s 2012 employment agreement stated that he would receive a 5% interest in certain promoted participation earned and received by GB Lodging or its affiliates after specified returns of the principals’ investment. The agreement did not state when those interests would vest or whether they would survive the end of Rodriguez’s employment.

Rodriguez claimed interests connected to properties on Beekman Street and Bond Street in New York under the employment agreement. He also claimed an interest connected to the Old No. 77 Property in New Orleans under a 2013 agreement with GB Lodging and Anolag. The parties did not dispute Rodriguez’s entitlement to an interest under the 2013 agreement, although they disputed the amount; that issue was not part of this motion.

After Rodriguez’s employment ended on September 24, 2013, he and GB Lodging’s principals negotiated proposed separation and Beekman participation agreements, but neither agreement was executed. The parties later exchanged communications about Rodriguez’s interest in the Old No. 77 Property and his rights concerning the Beekman and Bond Street properties.

Motion and procedural posture

The defendants renewed their request to dismiss five of the six remaining claims on statute-of-limitations grounds. Alternatively, they sought partial summary judgment. Summary judgment is a decision entered before trial when the evidence shows no genuine dispute about a fact that matters to the outcome and the moving party is entitled to judgment as a matter of law.

Because both sides relied on deposition testimony and written correspondence outside the pleadings, the court treated the matter as a summary-judgment motion. The court therefore considered the evidence and drew permissible inferences for Rodriguez, the party opposing summary judgment.

Breach-of-contract claims

The defendants argued that the six-year time limit for Rodriguez’s contract claims began when his employment ended in September 2013 because the PPI provision did not contain language stating that the interests survived termination. They alternatively argued that the time limit began during or shortly after the parties’ negotiations from September through December 2013, because those discussions allegedly gave Rodriguez notice of a dispute about his entitlement.

Rodriguez argued that he became entitled to the interests when the employment agreement was executed and that the interests survived his departure. He maintained that the time limit began only when the defendants failed to pay him after the conditions for payment were satisfied following later property sales.

The court found that both sides offered reasonable interpretations of the agreement. It stated that the contract lacked clear terms addressing when Rodriguez became entitled to the interests and whether he needed to remain employed when the interests matured. The limited discovery did not resolve that ambiguity: there was no written evidence from the period when the employment agreement was negotiated, and deposition testimony from Rodriguez, Bruce Blum, and Ilya Braz conflicted about the parties’ understanding.

The court also found that the correspondence after Rodriguez’s departure did not definitively show that the parties disputed whether his PPI rights survived. Because factual disputes remained about the agreement’s meaning, the parties’ intent, and when the limitations period began, the court denied summary judgment on the breach-of-contract claims in Counts One, Six, and Seven.

Declaratory-judgment claims

The defendants made the same timeliness argument against the declaratory-judgment claims in Counts Eight and Nine. The court applied the same six-year period because the declaratory claims were based on the underlying dispute about Rodriguez’s contractual entitlement to the interests.

The court held that the written communications did not provide definite notice of a dispute about whether Rodriguez remained entitled to PPI under the employment agreement after his departure. Although witnesses testified about undocumented conversations in 2013, the court found that the vague and conflicting testimony, without supporting written evidence, was insufficient by itself to establish when a definite and concrete dispute arose.

The court therefore found genuine factual disputes about when the limitations period began for the declaratory-judgment claims and denied summary judgment on those claims as well.

Disposition

The court denied the defendants’ motion. It directed the parties to appear for a conference on March 6, 2025, and directed the clerk to terminate the motion at ECF No. 47. The order did not decide whether Rodriguez ultimately is entitled to the disputed PPI interests or whether the claims are timely.