United States District Court, D. Nevada
MICHAEL H. PONDER, Plaintiffs,
DR. HANS-PETER WILD, Defendants.
before the court is defendant Dr. Hans-Peter Wild's
(“Wild”) motion to dismiss (ECF No. 9) plaintiff
Michael Ponder's (“Ponder”) complaint (ECF
No. 1) for a lack of personal jurisdiction. Ponder filed a
response (ECF No. 11), to which Wild replied (ECF No. 14).
action arises out of an alleged oral agreement between Wild
and Ponder. Wild, a resident of Switzerland, was the owner of
various corporations, including Wild Flavors, Inc.
(“WFI”), Wild Affiliated Holdings, Inc.
(“WAH”), and WILD Flavors GmbH (the
“company”). (ECF No. 1 at 2).
1998, Ponder, a Nevada resident, joined WFI as the president
and CEO, and reported directly to Wild. (Id.). In
August 2005, WFI became a subsidiary of WAH, and Ponder
became president and CEO of WAH. (Id.). In 2010,
Ponder became CEO of the company, which is headquartered in
during a dinner at Wild's house in Zug, Switzerland, Wild
told Ponder that Ponder “needs to lead the effort to
complete the sale of the [c]ompany, which included WFI and
WAH.” (Id. at 3). Ponder maintains that in
return for his participation in the sale of the company, Wild
promised “an additional $3 million over and above
whatever compensation the management team received from the
claims that he led all of the management meetings,
presentations, discussions with potential buyers, and was
available for travel during the sale process. (Id.
at 4). Based on Ponder's alleged performance, he had
grown WFI “to more than $300 million in revenue and had
an operating profit of more than 30%.” (Id. at
6). Ponder argues that at the time of the sale of the company
in 2014, WFI was the company's “crown jewel,
” allowing him to demand the significant premium for
the business that Wild required. (Id.).
October 2014, after the sale of the company, Ponder allegedly
asked Wild who he should send the wiring instructions to for
his $3 million payment. (Id.). Ponder maintains that
Wild responded by claiming that the management payment after
the sale was enough and that Wild was not going to pay Ponder
the allegedly agreed-upon $3 million sum. (Id.).
claims that in April 2016, Wild stated he would pay Ponder
$25, 000 to handle a matter with the German government.
(Id. at 7). Wild allegedly only paid Ponder $10, 000
because, as Wild stated, $10, 000 was “enough.”
also claims to have provided bodyguard services to Wild for
which he was never paid-estimated at $100, 000 per year.
(Id. at 8). Ponder maintains that when he began
requesting payment for his various services, Wild began
“engaging in defamation of [Ponder]'s character and
work ethic.” (Id.).
alleged defamation consisted of sending correspondence to
“third-parties, including, but not limited to,
[Ponder]'s former employer” that consisted of false
statements in an effort to “discredit” and
“tarnish” Ponder's reputation.
also claims to have been removed as “director of a
company” because he refused to join Wild's plan to
cover up an attack of a female colleague. (Id. at
9). Wild allegedly never compensated Ponder for his services
as director of this company, estimated at $250, 000 per year.
October 1, 2016, Ponder filed the underlying complaint
alleging (1) breach of oral contract, (2) breach of implied
covenant of good faith and fair dealing, (3) unjust
enrichment, (4) fraudulent or intentional misrepresentation,
(5) conversion, (6) defamation, and (7) punitive damages.
(ECF No. 1).
instant motion, Wild argues that dismissal is appropriate
pursuant to Federal Rule of Civil Procedure 12(b)(2) because
the court lacks personal jurisdiction. (ECF No. 9).