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*********************************************** 
STONE KEY GROUP, LLC v. REID TARADASH

(AC 42524)

Lavine, Elgo and Alexander, Js.*

Syllabus

The plaintiff banking firm sought to recover damages from the defendant,

a former employee of the plaintiff, for, inter alia, breach of contract in

connection with bonus agreements between the parties. The plaintiff,

which had paid annual discretionary bonuses to its employees, was

unable to pay the plaintiff his 2014 bonus until 2016 because of financial

difficulties. When the defendant shortly thereafter requested his bonus

for 2015, U, the plaintiff’s chief executive officer, told him that the

plaintiff was not paying 2015 bonuses at that time because it had just

paid 2014 bonuses. The defendant thereafter told U that, in exchange

for the 2015 bonus, he would bring his family to the United States from

the Philippines, buy a home in Connecticut and redouble his efforts at

the plaintiff’s firm. Pursuant to written agreements the parties executed,

U agreed to pay the defendant an advance on the 2015 bonus and an

additional payment at a later date. Six days after receiving the advance

on the 2015 bonus, the defendant informed U that he was resigning and

moving to the Philippines. On his last day of employment, the defendant

returned to the plaintiff a laptop computer that the plaintiff had provided

to him. U thereafter discovered on the laptop e-mails from the defendant

to friends and coworkers indicating that he had been preparing to start

an information technology business in the Philippines upon receipt of

the 2015 bonus. U concluded that the defendant had used the plaintiff’s

resources to develop that business. The plaintiff thereafter sought repayment of the 2014 bonus and the 2015 bonus advance. The trial court

rendered judgment for the plaintiff on its complaint in part and thereafter

granted in part the plaintiff’s motion for attorney’s fees. On the defendant’s appeal and the plaintiff’s cross appeal to this court, held that the

trial court properly rendered judgment for the plaintiff and granted

its motion for attorney’s fees, and, because the court’s memoranda of

decision fully addressed the arguments raised in this appeal, this court

adopted the trial court’s memoranda of decision as proper statements

of the facts and applicable law.

Argued September 17, 2020—officially released April 20, 2021

Procedural History

Action to recover damages for, inter alia, breach of

contract, and for other relief, brought to the Superior

Court in the judicial district of Stamford-Norwalk,

where the defendant filed a counterclaim; thereafter,

the court, Lee, J., granted the defendant’s motion to

cite in Stone Key Securities, LLC, et al., as counterclaim

defendants; subsequently, the matter was tried to the

court; thereafter, the complaint was withdrawn in part;

judgment for the plaintiff on the complaint in part and

on the counterclaim, from which the named defendant

appealed to this court; subsequently, the court, Lee, J.,

granted in part the plaintiff’s motion for attorney’s fees,

and the named defendant filed an amended appeal and

the plaintiff cross appealed to this court. Affirmed.

James Nealon, for the appellant-cross appellee

(defendant).

Daniel L. Schwartz, with whom, on the brief, was

Howard Fetner, for the appellee-cross appellant

(plaintiff).
Opinion

PER CURIAM. This case involves a dispute between

the plaintiff employer, Stone Key Group, LLC, and the

defendant employee, Reid Taradash, concerning the

payment of two discretionary bonus agreements to the

defendant. On appeal, the defendant claims that the

trial court improperly (1) ruled in favor of the plaintiff

on his wage claim pursuant to General Statutes § 31-72,1

(2) concluded that he fraudulently induced the plaintiff

into paying an advance on his 2015 bonus, (3) permitted

the plaintiff to rescind that advance, (4) awarded the

plaintiff punitive damages, and (5) assessed postjudgment interest. In its cross appeal, the plaintiff claims

that the court improperly (1) rejected its claim that the

defendant breached the terms of an agreement regarding his 2014 bonus, (2) denied its motion for prejudgment interest, and (3) failed to award the full amount

of its requested attorney’s fees and costs. We affirm

the judgment of the trial court.

The plaintiff is a private merchant banking firm in

Greenwich. At all relevant times, the defendant, who

now resides in the Philippines, was an employee of the

plaintiff. As part of its benefits package, the plaintiff

paid large, annual discretionary bonuses to its employees. Beginning in 2010, the plaintiff required its employees to sign contracts in order to receive those annual

bonuses. The amount of each bonus was left to the

discretion of the plaintiff on the basis of (1) an individual employee’s performance, (2) the plaintiff’s performance overall, (3) macroeconomic conditions, (4) the

plaintiff’s anticipated future revenues, and (5) bonuses

paid by other competing investment banks.

From 2012 to 2014, the plaintiff suffered significant

financial difficulties.2 As a result, the defendant did not

receive a bonus for the 2013 year until December 23,

2014, as memorialized in a contract titled ‘‘Revised 2013

Bonus Terms’’ (2013 bonus agreement). The 2013 bonus

agreement contained a ‘‘clawback provision’’ that

allowed the plaintiff to recover all or part of future

annual bonuses for a specific year if an employee

engaged in certain wrongful conduct specified therein.

The plaintiff did not pay any 2014 bonuses to its

employees until the first quarter of 2016. On February

29, 2016, the defendant signed two documents. The first

was titled ‘‘2014 Bonus Terms—Reid M. Taradash,’’ and

the second was titled ‘‘2014 Grant of Bonus Agreement’’

(2014 bonus agreement). The defendant subsequently

received payment of his 2014 bonus in the amount of

$524,999.92. The 2014 bonus agreement contained a

clawback provision that allowed the plaintiff to recover

100 percent of the bonus it paid the defendant in the

event that the defendant’s employment was terminated

‘‘for cause.’’3

Shortly after receiving his 2014 bonus, the defendant
asked the plaintiff’s chief executive officer, Michael

Urfirer, for a 2015 bonus. Urfirer replied that the plaintiff was not paying 2015 bonuses at that time because

it had just paid 2014 bonuses. Urfirer and the defendant

later had a second discussion about paying the defendant a 2015 bonus, during which the defendant told

Urfirer that, in exchange for a 2015 bonus, he would

bring his family to the United States from the Philippines, buy a home in Connecticut, and redouble his

efforts at the firm.4 The evidence presented at trial nonetheless revealed, as he stated in multiple e-mails to his

friends and coworkers, that the defendant was preparing to move to the Philippines to start an information

technology business with a coworker, Sumit Laddha,

upon receipt of his 2015 bonus.

Urfirer ultimately agreed to pay the defendant a

$250,000 advance on his 2015 bonus subject to the clawback provision, as well as an additional payment of at

least $250,000 at a later date. As part of that transaction,

the plaintiff and the defendant signed two documents

on March 14, 2016: the ‘‘2015 Bonus Advance Terms—

Reid M. Taradash’’ and the ‘‘2015 Grant of Bonus

Advance Agreement’’ (2015 bonus advance agreement).

The defendant was the only employee who received a

2015 bonus advance in March, 2016.

On March 21, 2016, six days after receiving the

advance on his 2015 bonus, the defendant informed

Urfirer that he was resigning and moving to the Philippines. In response, Urfirer told the defendant that he

believed that the defendant had procured the bonuses

under false pretenses and demanded that the defendant

either return the bonuses or retract his resignation. The

defendant did neither and relocated to the Philippines.

On his last day of employment, the defendant

returned his employer provided laptop to the plaintiff.

When Urfirer later used the laptop during a client presentation, the defendant’s Google e-mail account

appeared onscreen. At that time, Urfirer discovered

many of the defendant’s e-mails related to his new information technology business and concluded that the

defendant had used the plaintiff’s resources to develop

that business. As a result, the plaintiff’s legal counsel

sent the defendant a letter notifying him that the plaintiff had reviewed his e-mails and demanding that he

repay the 2014 bonus and 2015 bonus advance in full.

When the defendant did not respond, Urfirer sent him

a letter on September 12, 2016, in which he retroactively

terminated the defendant’s employment for cause.

On September 26, 2016, the plaintiff commenced the

present action. The complaint alleged, inter alia, (1)

breach of contract with respect to the 2014 bonus agreement and 2015 bonus advance agreement, (2) fraudulent

inducement with respect to the 2015 bonus advance,

(3) intentional misrepresentation, (4) negligent misrepresentation, (5) breach of fiduciary duty, (6) conversion,
and (7) a violation of the Connecticut Unfair Trade

Practices Act, General Statutes § 42-110a et seq. The

defendant filed an answer denying the material allegations of the complaint, along with six special defenses

and a thirteen count counterclaim.

An eight day court trial was held from December 12,

2017, to January 19, 2018. The court thereafter issued

a comprehensive memorandum of decision on November 2, 2018, in which it set forth detailed findings of

fact and a thorough analysis of the claims brought by

the plaintiff and the defendant. On July 25, 2019, the

court issued a second memorandum of decision in

which it addressed the plaintiff’s subsequent motion

for attorney’s fees, costs, and interest.5 Our examination

of the record on appeal, and the briefs and oral arguments of the parties, persuades us that the judgment

of the trial court should be affirmed. Because the court’s

memoranda of decision fully address the arguments

raised in the present appeal, we adopt the court’s thorough and well reasoned decisions as proper statements

of the facts and applicable law. See Stone Key Group,

LLC v. Taradash, Superior Court, judicial district of

Stamford-Norwalk, Docket No. CV-16-6029872-S

(November 2, 2018) (reprinted at 203 Conn. App. 61,

A.3d ). It would serve no useful purpose for us

to repeat the discussion contained therein. See, e.g.,

Woodruff v. Hemingway, 297 Conn. 317, 321, 2 A.3d

857 (2010); Maselli v. Regional School District No. 10,

198 Conn. App. 643, 647–48, 235 A.3d 599, cert. denied,

335 Conn. 947, 238 A.3d 19 (2020).

The judgment is affirmed.

* The listing of judges reflects their seniority status on this court as of

the date of oral argument.

1 General Statutes § 31-72 provides in relevant part: ‘‘When any employer

fails to pay an employee wages . . . or fails to compensate an employee

. . . such employee . . . shall recover, in a civil action, (1) twice the full

amount of such wages, with costs and such reasonable attorney’s fees as

may be allowed by the court, or (2) if the employer establishes that the

employer had a good faith belief that the underpayment of wages was in

compliance with law, the full amount of such wages or compensation,

with costs and such reasonable attorney’s fees as may be allowed by the

court. . . .’’

2 Specifically, in 2012, the plaintiff expected to earn $20 million but earned

slightly more than $6 million. In 2013, the plaintiff’s earnings were approximately $350,000, resulting in a loss of more than $11 million. In 2014, the

plaintiff earned $3.5 million in revenue, resulting in a $3.3 million loss for

the year.

3 The 2014 bonus agreement defined ‘‘cause’’ as either (1) a ‘‘violation of

a material policy of the [plaintiff],’’ (2) the ‘‘engagement in a dishonest or

wrongful act involving fraud, misrepresentation or moral turpitude causing

damage or potential damage [to the plaintiff],’’ (3) the ‘‘willful failure to

perform a substantial part of [the defendant’s] duties,’’ (4) the engagement

in ‘‘any conduct . . . which violates any federal or state securities law,’’ or

(5) ‘‘being materially deficient in . . . compliance or employment obligations to the [plaintiff].’’

4 Although the defendant at trial denied making these promises to Urfirer,

the court did not credit his denials and expressly credited Urfirer’s contrary

recollection of that conversation.

5 See Stone Key Group, LLC v. Taradash, Superior Court, judicial district

of Stamford-Norwalk, Docket No. CV-16-6029872-S (July 25, 2019).