A Ropes & Gray team representing Chromocell Corporation and two of its three founders in an action in the Commercial Division of the Supreme Court of New York recently obtained a dismissal of the case in its entirety. The case was brought by Chromocell’s third co-founder and minority owner, the Nobel-prize winning scientist Gunter Blobel. Dr. Blobel asserted claims for breach of contract, unjust enrichment and estoppel based on allegations that his two co-founders had orally agreed to increase his ownership share in the company upon the occurrence of certain events, allegedly entitling him to one-third of the company.
In granting the defendants’ motion to dismiss, the court accepted Ropes & Gray’s argument that the breach of contract claim was barred by the parol evidence rule, notwithstanding that only one defendant was a party to the prior written agreements. The Court also agreed that the plaintiff’s unjust enrichment claim was barred by the prior written agreements and the statute of frauds, and that the plaintiff’s estoppel claims were inadequately pled.
The Ropes & Gray team was led by litigation & enforcement partner Bob Fischler and included associate Paul Kellogg, both of the New York office.
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