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Ponder v. Wild

United States District Court, D. Nevada

April 26, 2017

MICHAEL H. PONDER, Plaintiffs,
v.
DR. HANS-PETER WILD, Defendants.

          ORDER

         Presently 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).

         I. Background

         This 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).

         In June 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 Switzerland. (Id.).

         Allegedly, 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 sale.” (Id.).

         Ponder 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.).

         In 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.).

         Ponder 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.” (Id.).

         Ponder 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.).

         This 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. (Id.).

         Ponder 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. (Id.).

         On 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).

         In the 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).

         II. ...


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