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Kaempfer v. Lieb

March 1, 2006

HANS-PETER KAEMPFER, PLAINTIFF,
v.
DAVID P. LIEB AND LIEB PRECISION TOOLS, INCORPORATED, DEFENDANTS.



The opinion of the court was delivered by: Kane, J.

MEMORANDUM OPINION AND ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT

Plaintiff, Hans-Peter Kaempfer ("Kaempfer"), seeks equitable relief for breach of an alleged oral contract and declaratory relief for the assignment of patent rights. Defendants are David P. Lieb ("Lieb") and Lieb Precision Tools, Incorporated ("LPTI"). Both parties have filed Motions for Summary Judgment. Kaempfer's Motion for Partial Summary Judgment seeks partial summary judgment on the portion of the written contract (Convertible Debenture) that is not in dispute. Defendants seek summary judgment on the basis that the written contract constituted the entire agreement between the parties and has been fully performed.

I. Facts and Procedural History

Kaempfer is a citizen and resident of Germany. Defendants are residents of Colorado. The Court has subject matter jurisdiction under 28 U.S.C. § 1332 because Kaempfer and Defendants have diversity of citizenship and the amount in controversy, exclusive of costs, exceeds $75,000.

Kaempfer is the owner of a German business entity, Wallram GmbH ("Wallram"), which manufactures machine tools for the aluminum and steel can industries. In 2002, Lieb was employed by Micro Glide, Inc. ("Micro Glide"), a subsidiary of Saint-Gobain Ceramics & Plastics, Inc. Wallram was a customer of Micro Glide. Because of this business relationship, Kaempfer was acquainted with Lieb and LPTI.

In the spring or summer of 2002, Lieb informed Kaempfer that Micro Glide was for sale and asked Kaempfer if he was interested in purchasing it. The parties then met in Stockholm to discuss the opportunity.*fn1

In the fall of 2002, Lieb negotiated with Micro Glide for the purchase of its assets. Lieb also incorporated LPTI, effective October 1, 2002, to be the purchasing entity. Lieb then retained attorney Andrew L. Derickson ("Derickson") to represent LPTI in the transaction with Micro Glide.

On October 4, 2002, Kaempfer sent an email to Lieb suggesting that the new entity be capitalized with stated capital of $200,000. (Pl.'s Br. in Supp. of Mot. for Partial Summ. J. Ex. 5.) Under the suggested terms, Kaempfer would pay $102,000 for 51% of the shares of the new entity, and Lieb would pay $98,000 for 49% of the shares of the new entity. Id. Kaempfer would then loan the balance of the funds necessary to complete the purchase of Micro Glide assets by the new entity. Id. Lieb forwarded this email to Derickson on October 20, 2002.

In late October, 2002, Kaempfer met with Lieb and Derickson in Colorado. At the meeting, the parties discussed the use of a convertible debenture*fn2 in order to keep Kaempfer's involvement in the transaction hidden from Micro Glide. According to Kaempfer, Derickson presented a convertible debenture form that he had prepared containing the following provisions:

1. The amount of the convertible debenture was $700,000.

2. The interest rate of the convertible debenture was 8% per annum.

3. The due date of the convertible debenture was one year from the date of its execution.

4. Kaempfer had the right to convert the unpaid principal balance into shares of LPTI "on such terms as shall be mutually agreed between [Kaempfer] and the Board of Directors of [LPTI]." (Second Am. Compl. ¶ 20.)

Lieb was the only officer and director of LPTI and was represented by Derickson during this transaction. Kaempfer was not represented by counsel at this time.

While in Colorado, Kaempfer also opened a bank account with Wells Fargo and wire-transferred $700,000 into the account to be used for the purchase of Micro Glide assets. On October 26, 2002, the transaction between LPTI and ...


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