Mass v. Greg Cohen Promotions LLC

Background

Clifford S. Mass sued Greg Cohen Promotions LLC (GCP) and Gregory D. Cohen for breach of contract and failure to pay wages for services rendered. The remaining claims concerned: (1) an investment agreement under which Mass paid GCP $250,000 in exchange for specified rights to promotional profits; (2) alleged unpaid wages for work Mass performed for GCP; and (3) an alleged obligation to repay a $14,000 loan that Mass made to Ricardo Rizzo at Cohen’s request.

The investment agreement provided that Mass would receive a 25% preferred return of GCP’s promotional profits until his $250,000 investment was repaid, plus a 5% financial interest in promotional profits thereafter. The agreement allowed GCP to recoup certain payments involving boxers before distributing promotional profits to Mass. The parties agreed that New York law governed the agreement.

Mass claimed that GCP generated promotional profits between 2015 and 2020 but did not pay him his share. His expert calculated that he was owed at least $286,584 in promotional profits, plus prejudgment interest. The defendants disputed that calculation and argued that the agreement’s provisions allowed GCP to recoup expenses, leaving Mass entitled to nothing.

Mass also claimed that he worked as GCP’s Vice President of Business Development and was promised a monthly salary of $3,000 from April 2015 through December 2016 and $6,000 from January 2017 through approximately February 2018. He claimed to have received less than $30,000 and to be owed more than $114,000 in unpaid wages. The defendants disputed whether Mass was an employee, how much he was paid, and whether payments and stock that Mass received counted as compensation.

For the loan claim, Mass relied partly on a text message from Cohen stating, “Correct 100% signed in BLOOD,” after Mass discussed repayment. The defendants argued that they had not guaranteed repayment and that New York’s Statute of Frauds required a sufficiently complete written guarantee.

Summary-judgment rulings

The court denied Mass’s motion for summary judgment. It also denied the defendants’ cross-motion for summary judgment in part as to the breach-of-contract claim concerning the investment agreement and in part as to the failure-to-pay-wages claim.

For the investment agreement, the court found that the contract’s formation and Mass’s $250,000 payment were undisputed. But genuine disputes remained about whether GCP owed Mass any promotional profits, which events generated profits after expenses, whether GCP had already made payments that represented promotional profits, and how the agreement’s recoupment provisions affected Mass’s rights. The court held that these factual disputes prevented summary judgment for either side.

For the wages claim, the court held that Mass had not established as a matter of law that he was a GCP employee during the relevant period or that he completed services for which wages remained unpaid. At the same time, the defendants had not shown that the claim should be resolved in their favor. The court noted factual disputes about whether a $25,000 check was a salary payment or a promotional-profit payment, whether stock Mass purchased from Cohen was wage compensation, and the value and treatment of those payments.

The court granted the defendants’ cross-motion for summary judgment in part as to the breach-of-contract claim based on failure to repay the $14,000 loan. Applying New York’s Statute of Frauds, the court explained that a promise to answer for another person’s debt must be supported by a writing containing the material terms of the guarantee. The text-message exchange did not identify all parties, describe the loan transaction, state the loan amount, or identify the guarantor. The court therefore concluded that the exchange did not create an enforceable guarantee by Cohen or GCP, and the loan claim was dismissed.

Disposition

Mass’s motion for summary judgment was denied. The defendants’ cross-motion for summary judgment was denied in part as to the investment-agreement and unpaid-wages claims and granted in part as to the failure-to-repay-the-loan claim. The court directed the Clerk of Court to close the motions accordingly.