Background
Nicholas Schmitz, a former employee of Verdad Asset Management, sued for profit-sharing disputes involving an opportunity fund. He alleged breach of contract, promissory estoppel, and unjust enrichment based on oral discussions and conduct, despite a written agreement stating it provided full compensation and required all modifications to be in writing.
The court’s reasoning
The court applied Maryland law and found that the March two thousand seventeen agreement contained an entire agreement clause requiring written modifications, which precluded Schmitz’s claim of an implied contract. The court further held that promissory estoppel and unjust enrichment claims were barred because the express contract controlled the subject matter of compensation. The court concluded Schmitz failed to plead a clear and definite promise regarding the opportunity fund and did not demonstrate that retaining the profits was inequitable.
What it means going forward
The ruling reinforces that written entire agreement clauses effectively block claims based on prior oral negotiations or conduct that contradict the written terms, even in complex business disputes involving profit-sharing.