Jones Day obtained an appellate victory for technology company Monster Worldwide, Inc., which runs the online recruiting and employment website Monster.com, against Stone Key Partners LLC’s claims for millions of dollars in alleged fees and expenses.
In June 2018, a Jones Day trial team obtained a verdict on Monster’s behalf against Stone Key following a bench trial before Judge Jesse Furman in the Southern District of New York. Stone Key appealed Judge Furman’s order to the Second Circuit, and, on August 21, 2019, Jones Day argued the appeal on Monster’s behalf. On October 11, 2019, the Second Circuit affirmed the District Court’s ruling that Monster did not owe the boutique investment bank any fees for Stone Key’s role in evaluating strategic alternatives under an April 2012 engagement letter between Stone Key and Monster.
The Second Circuit adopted Monster’s reading of the engagement letter, agreeing that there was enough ambiguity in the termination provision to consider extrinsic evidence to determine whether the engagement had ended before Monster completed a qualifying transaction. The Second Circuit also affirmed Judge Furman’s holding that two of the three transactions occurred after the conclusion of the engagement and a third transaction was not a qualifying transaction under the engagement letter.
Cahill Gordon & Reindel LLP and Day Pitney LLP represented Stone Key Securities LLC. The Cahill Gordon & Reindel LLP team was led by Charles Gilman. The Day Pitney LLP team was led by Thomas Dunn Goldberg and Howard Fetner.
The Jones Day team was led by Ryan Walsh (Picture) and Harold Keith Gordon.