Yeah i expect the dismissal to be rejected because the plaintiffs claims are pretty broad and to me they seem substantial and credible given the evidence i have seen from court documents and the actions of burba and ibat during the events of question. Here is a list of the claims made.
The Plaintiffs’ have alleged six claims for relief:
1. First Cause of Action. Breach of Borgese Employment Agreement against IBAT. IBAT
employed Borgese as an Executive Vice President Research and Development per the terms of
an Executive Employment Agreement, (“EEA”). The EEA contained clauses including terms
governing removal for cause, outside work, executive’s intellectual property, competitive conduct
and exceptions, severance and change in control. Borgese was terminated by IBAT on June 29,2018, without just cause in breach of the EEA resulting in damages to Borgese.
2. Second Cause of Action. Breach of Privitera Employment Agreement against IBAT. IBAT
employed Privitera as an Executive Vice President of Engineering and Operations per the terms
of an Executive Employment Agreement, (“EEA”). The EEA contained clauses including terms
governing removal for cause, outside work, executive’s intellectual property, competitive conduct
and exceptions, severance and change in control. Privitera was terminated by IBAT on June 29,2018, without just cause in breach of the EEA resulting in damages to Privitera.
3. Third Cause of Action. Breach of Share Exchange Agreement against IBAT, (“SEA”). A
SEA was entered into on April 12, 2018, Selective Absorption Lithium, Inc., (“SAL”) a technology
company owned equally by Borgese, Privitera and Defendant Burba, became wholly owned by IBAT. IBAT violated the SEA when they failed to pay defined direct costs and fees, paid a nondesignee, issued shares to Borgese and Privitera that were copies instead of originals and not
negotiable with any major firm, did not pay royalty payments, failed to create an advisory board,
prevented NAL from overseeing the development and implementation of lithium extraction and
processing technology, prevented NAL from nominating 51% of IBAT board seats, licensed
technology to other parties, and failed to deliver stock certificates and stock options to Borgese and
Privitera, causing damages.
4. Fourth Cause of Action. Breach of Contract Share Agreements Against IBAT by the Holder
of Shares Issued by SA Lithium, Borgese and Privitera. The Contract Share Agreement required
IBAT to deliver original share certificates, a stock option plan and additional stock and stock options
to Borgese and Privitera, as well as implement appointments to advisory board roles and Executive
Vice President positions preventing Borgese and Privitera the right to oversee. IBAT failed to
perform any of these obligations causing damages to Borgese and Privitera.
5. Fifth Cause of Action. Tortious Interference with Prospective Business Regulation against
Burba and IBAT. Borgese and Privitera had ongoing and prospective business relations with
Salton Sea Industries (“SSI”) and others including but not limited to Paul Austin. These prospective
business opportunities were specifically sanctioned by the terms of their existing contracts including
their EEA and the SEA. Burba knew about these non-competing outside interests of Borgese and
Privitera and interfered with the relationship in order to take away the opportunity from them and
abscond it for himself and/or IBAT.
6. Sixth Cause of Action. Breach of Contract against Burba. North American Lithium, Inc.
(“NAL”) is a company owned by Burba, Borgese and Privitera and focuses on lithium extraction.
As shareholders and pursuant to the NAL Shareholders Agreement, all shareholders are required
to provide capital contributions to NAL if additional funds are required to meet NAL’s obligations.
Since August 2018 Burba has failed to provide capital to support the operations of NAL causing
damages to Borgese and Privitera.
Also here are the computed damages.
Computation of Damages.
Plaintiffs are claiming damages as follows:
a. Unpaid wages, severance, bonus, penalties and interest for breach of the EEA’s for both
Borgese and Privitera of approximately $185,000 wages per year each, $331,035.50 severance
each, waiting time penalties of $21,346.20 each, bonuses of 1,600,000 stock options in IBAT at
CAD $0.19 exercise price each, long-term equity compensation plans, and accrued benefits;
b. Breach of the SEA agreement includes damage of:
i. 4,898,500 stock options to each Borgese and Privitera and future grants of options,
ii. 6,590,997 shares to Borgese and 6,590,998 shares to Privitera.
iii. Defined direct costs and fees in the aggregate approximate amount of $1,400,000
and any unpaid amount owed to Attorney Buchalter.
iv. Use of intellectual property outside of the manner of oilfield brines, licensing
technology to parties, and removing Borgese and Privitera’s names from patent
applications and/or patents,
and
v. Preventing Plaintiffs from: nominating 51% of IBAT Board seats, filling the Executive Vice President positions, participating in advisory board, and overseeing development and
implementation of intellectual property.
c. Unpaid Royalties:
i. Payments due to NAL in the approximate amount of $350,000 and ongoing, and
ii. The conversion price of approximately $2,800,000.
d. Interference with prospective business, approximately $1,000,000,
e. Sums owed by Burba as capital contributions approximately $9,000,
f. Plaintiffs are also claiming pre and post judgment interest and attorney’s fees,
g. All damages will be more closely calculated when discovery is complete.
