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Grujich v. Catamaran Inc.

United States District Court, N.D. Illinois, Eastern Division

December 12, 2013

CATAMARAN Inc., a Texas Corporation, Defendant

Page 995

For Nikola Grujich, Plaintiff: David T. Rallo, Law Office of David T. Rallo, Chicago, IL; Joseph F. Mcdonough, Robert Daniel Finkel, PRO HAC VICE, Buchanan Ingersoll & Rooney Pc, Pittsburgh, PA.

For Catamaran Inc., formerly known as SXC Health Solutions, Inc., Defendant: Nicholas Anaclerio, Jr., LEAD ATTORNEY, PRO HAC VICE, Scot A. Hinshaw, Vedder Price P.C., Chicago, IL.

Page 996


Elaine E. Bucklo, United States District Judge.

In this action, plaintiff Nikola Grujich asserts various claims against defendant Catamaran Inc., [1] the successor entity to his former employer, SXC Health Solutions, Inc. Plaintiff claims that SXC breached his employment contract; fraudulently obtained plaintiff's signature on a letter agreement purporting to amend his employment contract; and violated the Maryland Wage Payment Collection Law (" MWPCL" ) or, in the alternative, the Illinois Wage Payment and Collection Act (" IWPCA" ). Plaintiff seeks damages, as well as rescission of the letter agreement. Defendant has moved for summary judgment of all of plaintiff's claims and to strike certain declarations on which plaintiff relies in opposition to its motion. Defendant has also moved to strike plaintiff's demand for a jury trial on any claims that survive summary judgment. For the foregoing reasons, I grant the motion for summary judgment in part, deny the motion to strike plaintiff's declarations, and grant the motion to strike plaintiff's demand for a jury trial.


Plaintiff began working for SXC as Senior Vice President, Business Development, on January 2, 2012, after SXC acquired his previous employer, HealthTrans, LLC. On March 12, 2012, plaintiff and SXC signed an employment agreement (the " Employment Agreement" ), which included provisions relating to plaintiff's compensation and to the severance benefits to which plaintiff would be entitled in the event of his termination under various circumstances.

Section 3.2 of the Employment Agreement, captioned " Employee Performance Bonus," states: " In respect of each calendar year falling within the Employment Period, Employee shall be eligible to earn an incentive compensation bonus, depending upon the achievement of Company and Employee performance objectives (the " Incentive Compensation Bonus" ). Pl.'s L.R. 56.1 Stmt., Exh. 1 (Declaration of Nikola Grujich), Exh 1 [DN 62-1]. [2] This section

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goes on to explain how this bonus would be calculated. It then provides:

Notwithstanding the foregoing, for the 12-month period ending May 31, 2012, the Employee shall be eligible for a bonus, based on performance, under the terms of the HealthTran[s] LLC annual bonus plan (the " HealthTran[s] Bonus" ). The HealthTran[s] Bonus will be payable in June 2012, subject to Employee's continued employment through the payment date other than for Termination without Cause or Termination Arising Out of a Change in Control.

It is undisputed that defendant paid plaintiff a bonus for " the 12-month period ending May 31, 2012," but plaintiff claims that he is entitled to more than he received.

Article V of the Employment Agreement relates to termination and defines six " Triggering Events" whose occurrence would cause plaintiff's employment to terminate. These include, among others, " Termination by the Company Without Cause," and " Termination Arising Out of a Change of Control." Section 5.2, captioned " Rights Upon Occurrence of a Triggering Event," sets forth the benefits to which plaintiff is entitled pursuant to the various Triggering Events.

Section 5.2(c) establishes the " Change of Control Severance Benefit" and provides that these become payable following a " Change of Control," which Section 5.4(e) defines as follows:

A " Change of Control" shall be defined under this Agreement to mean any of the following occurrences:
(ii) The shareholders of SXC Health Solutions Corp. approve a merger, and such merger is completed, consolidation, recapitalization, or reorganization of SXC Health Solutions Corp. or the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if shareholder approval is not sought or obtained, other than any such transaction that would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after, and as a result of such transaction, being Beneficially Owned by at least 75% of the holders of outstanding voting securities of SXC Health Solutions Corp. immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders

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not substantially altered in the transaction.


In April of 2012, SXC senior executives announced that SXC would merge with Catalyst Health Solutions, LLC. In anticipation of this transaction (the " Merger" ), senior executives of SXC, including plaintiff, were requested to sign a letter agreement dated April 16, 2012 (the " April 16 Letter" ), acknowledging that " the Merger shall not be deemed to constitute a Change in Control for purposes of the Employment Agreement." Plaintiff executed the April 16 Letter on April 24, 2012.

On June 25, 2012, plaintiff was informed that his employment would be terminated on July 2, 2012, which was the Merger's effective date. SXC offered plaintiff a separation agreement consistent with the " Termination Without Cause" provisions in Section 5.2(b) of the Employment Agreement. Plaintiff claims, however, that he is entitled to the greater Change of Control Severance Benefit pursuant to the Termination Arising Out of a Change of Control provisions in Section 5.2(c).

Section 6.4 of the Employment Agreement is captioned " Complete Understanding." This section provides ...

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