     13-2379 (L)
     Stevens v. Landmark
                            UNITED STATES COURT OF APPEALS
                                FOR THE SECOND CIRCUIT

                                       SUMMARY ORDER

     RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A
     SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY
     FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN
     CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE
     EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION
     “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY
     PARTY NOT REPRESENTED BY COUNSEL.

 1          At a stated term of the United States Court of Appeals for the Second Circuit, held at
 2   the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York,
 3   on the 11th day of September, two thousand fourteen.
 4
 5   PRESENT: ROBERT D. SACK,
 6            GERARD E. LYNCH,
 7                           Circuit Judges,
 8            VERNON S. BRODERICK,
 9                                      District Judge.*
10   ———————————————————————
11
12   GARY P. STEVENS,
13             Plaintiff-Counter-Defendant-Appellant-
14             Cross-Appellee,
15
16                         v.                                        No.    13-2379(L)
17                                                                          13-2492(XAP)
18   LANDMARK PARTNERS, INC.,
19           Defendant-Counter-Claimant-Appellee
20           -Cross-Appellant.
21
22   ———————————————————————
23
24   APPEARING FOR APPELLANT:                  GRAEME W. BUSH (Jason M. Knott, on the
25                                             brief), Zuckerman Spaeder LLP, Washington,
26                                             DC.
27
28   APPEARING FOR APPELLEES:                  H. ROBERT FIEBACH (Robert V. Dell’Osa, on
29                                             the brief), Cozen O’Connor, Philadelphia, PA.


               *
             The Honorable Vernon S. Broderick, of the United States District Court for the
     Southern District of New York, sitting by designation.
 1          Appeal from the United States District Court for the District of Connecticut

 2   (Michael P. Shea, J.).

 3          UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED,

 4   AND DECREED that the judgment of the district court is AFFIRMED.

 5          Plaintiff-appellant Gary P. Stevens appeals from a judgment entered after trial of

 6   his claims against his former employer, defendant-appellee Landmark Capital, Inc.

 7   (“Landmark”). He challenges a number of rulings of the district court stemming from the

 8   court’s interpretation of Stevens’s employment agreement (the “Agreement”) with

 9   Landmark. We assume the parties’ familiarity with the underlying facts and procedural

10   history of this case, as well as with the issues on appeal.

11          On appeal, Stevens principally contends that the district court erred in applying the

12   parol evidence rule to preclude him from arguing at trial that the Agreement entitled him

13   to a share of the growth in the value of Landmark. We review de novo a district court’s

14   interpretation of a contract. Capital Ventures Int’l v. Republic of Argentina, 552 F.3d

15   289, 293 (2d Cir. 2009). We further note that under Connecticut law, which governs the

16   substance of this dispute, contracts are more readily interpreted as a matter of law where

17   “the disputed agreement was a commercial contract between sophisticated commercial

18   parties with relatively equal bargaining power,” Tallmadge Bros. v. Iriquois Gas

19   Transmission Sys., L.P., 746 A.2d 1277, 1287-88 (Conn. 2000), and that Stevens was an

20   experienced attorney and business executive with considerable negotiating leverage.

21

                                                   2
 1          Stevens first argues that the Agreement was not integrated – and that extrinsic

 2   evidence of the parties’ negotiations should therefore have been admitted – because it was

 3   informal, contained no integration clause, and stated expressly that it was only a summary

 4   of terms. However, as the district court noted, under Connecticut law an agreement that

 5   is not completely integrated may nevertheless be integrated with respect to certain

 6   provisions. “A written agreement is integrated and operates to exclude evidence of the

 7   alleged extrinsic negotiation if the subject matter of the latter is mentioned, covered or

 8   dealt with in the writing.” Associated Catalog Merchandisers, Inc. v. Chagnon, 557 A.2d

 9   525, 528 (Conn. 1989) (internal quotation marks omitted); see also Restatement (Second)

10   of Contracts § 209(1) (defining integrated agreement as one “constituting a final

11   expression of one or more terms of an agreement”) (emphasis added). The Agreement

12   expressly addressed the topic of Stevens’s “economic participation” in Landmark, stating

13   that Landmark was exploring “various options” for such participation, which could take

14   the form of “ownership in the management company, options, profit sharing, or some

15   combination thereof.” Because this language made clear that Stevens was not guaranteed

16   an ownership interest, and that his economic “participation” could consist of a share of

17   the profits of the enterprise rather than ownership or the equivalent, the district court

18   properly excluded extrinsic evidence to the contrary.

19          Second, Stevens argues that, even if the Agreement was integrated with respect to

20   the form of the program, it was unintegrated with respect to its substance. Specifically,

21   Stevens claims that the Agreement did not revoke the parties’ alleged oral agreement that

                                                   3
 1   Stevens would receive a share in the growth of Landmark’s value, whether through profit

 2   sharing or ownership. We agree with the district court’s conclusion that the Agreement

 3   unambiguously did not entitle Stevens to a share in the growth of Landmark’s value

 4   because “a right to share in the profits of a firm does not entail the right to share in the

 5   proceeds of a sale of the firm or to enjoy any other rights of ownership.” 3/20/13 Tr. 17,

 6   JSA 67. As the Agreement is explicit that Landmark’s obligation could be satisfied

 7   through participation in the profits of the enterprise, and profit sharing unambiguously

 8   does not include a right to share in any appreciation of Landmark’s capital value, the

 9   district court’s interpretation of the Agreement was not erroneous.

10          Stevens also objects to the district court’s denial of discovery and exclusion of

11   evidence relating to Landmark’s value at the time of his termination in 2008 and at the

12   time of the company’s partial sale in 2010. Because these claims are premised on

13   Stevens’s asserted entitlement to a share in the growth of Landmark’s value, which we

14   conclude he did not have, we likewise find no error in these rulings.

15          Finally, Landmark has stated that its cross-appeal concerns issues that it seeks to

16   raise only in the event that this Court vacates the district court’s judgment and remands

17   for a new trial on Stevens’s appeal. Because we affirm the district court’s judgment, we

18   do not address the merits of those issues and dismiss Landmark’s cross-appeal.




                                                    4
1          We have considered all of Stevens’s remaining arguments and find them to be

2   without merit. For the foregoing reasons the judgment of the district court is

3   AFFIRMED.

4

5
6                                      FOR THE COURT:
7                                      CATHERINE O’HAGAN WOLFE, Clerk of Court




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