Clarke v. TRIGO U.S.
- P. Castel
- 1:22-cv-01917
- U.S. District Court · Southern District of New York
- 5
In Clarke v. TRIGO U.S., Judge Castel found TRIGO did not breach the contract, leaving its victory on plaintiffs’ claims and counterclaim unchanged.
Steven M. Clarke and SSD Clarke Holdings did not establish their second breach-of-contract claim against TRIGO U.S. and were not entitled to damages or attorney fees based on that alleged breach; TRIGO’s prior victory on the plaintiffs’ contract claims and its counterclaim remained unchanged.
What happened
In Clarke v. TRIGO U.S., Steven M. Clarke and SSD Clarke Holdings claimed that TRIGO U.S. breached their agreement by instructing Clarke to pause his business-development efforts for 90 days. TRIGO also had a counterclaim against them.
The court found that the instruction applied only to Clarke, who was a consultant rather than an employee, and did not stop SSD Clarke Holdings or its commercial officer from pursuing business opportunities. The plaintiffs also failed to prove that the pause caused damages.
Judge Castel concluded that TRIGO did not breach the agreement, so Clarke and SSD Clarke Holdings failed to prove their second breach-of-contract claim and could not recover damages or related attorney fees. The court said its earlier conclusions that TRIGO prevailed on the plaintiffs’ contract claims and its counterclaim remained unchanged.
The detailed version
- Clarke v. TRIGO U.S. · No. 1:22-cv-01917
- P. Castel
- June 23, 2025
Background
These supplementary findings added to the court’s earlier findings issued on May 21, 2025. They addressed the plaintiffs’ argument that the earlier findings had not resolved one theory supporting their second breach-of-contract claim.
The plaintiffs were Steven M. Clarke and SSD Clarke Holdings, Inc., formerly known as Supplier Management Solutions, Inc. The defendant was TRIGO U.S. Inc., which also brought a counterclaim against Clarke and SSD Clarke Holdings.
Findings of Fact
On June 16, 2021, TRIGO instructed Clarke to pause his individual business-development efforts for 90 days. By then, Clarke was no longer SMS’s employee or chief executive officer. Under a second amended consulting agreement, he was a consultant and non-executive chairman. The company’s president handled its day-to-day operations, and its chief commercial officer continued pursuing business opportunities.
The instruction affected Clarke’s own activities, not SMS’s business-development efforts as a whole. SMS continued pursuing opportunities with L3Harris and other customers, and its chief commercial officer was not told to stop.
Conclusions of Law
The second breach-of-contract claim relied on section 3.4(e)(vi) of the parties’ purchase and sale agreement. That provision required TRIGO to operate the company consistently with past practice and not make strategic, commercial, or financial changes that could have a materially negative effect on the company’s earnings before interest, taxes, depreciation, and amortization.
The court concluded that TRIGO’s instruction to Clarke did not alter SMS’s business operations and was not a strategic, commercial, or financial change to the company’s management. Clarke and SSD Clarke Holdings therefore failed to prove, by a preponderance of the evidence, that TRIGO breached that provision. They also failed to prove damages because the claimed connection between the temporary pause and the possible L3Harris contract or other contracts was speculative.
Because the court found no breach, it ruled that the plaintiffs were not entitled to damages, including nominal damages, or attorney fees based on a breach of the agreement. The court also stated that, even if there had been a breach, the plaintiffs had not shown that it caused the loss of contracts that could have eliminated SSD Clarke Holdings’ repayment obligation or Clarke’s related obligation under his personal guaranty.
Disposition
The supplementary findings did not change the court’s ultimate conclusions that TRIGO prevailed on Clarke’s and SSD Clarke Holdings’ breach-of-contract claims and on its counterclaim. The plaintiffs were ordered to respond within fourteen days to TRIGO’s position concerning the date from which prejudgment interest against Clarke should run.
Read the full 5-page opinion on CourtListener, the free public archive maintained by the Free Law Project.