Plastic2Oil Inc (PTOI)

[Johnik]

No-- please read the timeline. He states in his complaint that he received a 60-day "Termination without Cause" on/around July 14.

Is there some rule that says one must wait then until September 14th? Doesn't that seem silly on its face?

To give some backing to GWMAN's theory, this is what we know about the timeline of Kaplanis's departure. I assume you have read the filings.

According to Kaplanis, as set forth in his complaint:

(1) July 14, 2010: Kaplanis received 60-day termination without cause letter (and allegedly was told he would transition from working for JBI to working for P2O).

According to the Florida Secretary of State's database:

(2) August 3, 2010: Revma Investment Group, LLC is formed by filing Articles of Incorporation, with an effective date of August 2, 2010. Michael Kaplanis is listed as managing member.

According to Kaplanis, as set forth in his complaint:

(3) August 9, 2010: Kaplanis was terminated via letter from Mr. Bordynuik.

(4) September 14, 2010: Kaplanis was allegedly scheduled to transition from working for JBI to working for P2O (which JBI denies).

Now for some pertinent language from the employment contract, attached as an exhibit to the motion to dismiss (with no objection to its validity raised by Kaplanis in his opposition to the motion):

Paragraph 1(b): "During the Employment Term, the Employee shall report directly to the Chief Executive Officer of the Company. The Employee shall obey the lawful directions of the CEO to whom the Employee reports and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof." (emphasis added)

Paragraph 1(e): "During the Employment Term, the Employee shall use his best efforts to perform his duties under this Agreement and shall devote all of his business time, energy and skill in the performance of his duties with the Company. The Employee shall not during the Employment Term (except as a representative of the Company or with consent in writing of the Board) be directly or indirectly engaged or concerned in any other business activity." (emphasis added)

According to JBI, as set forth in the answer to Kaplanis's complaint:

(1) JBI terminated Kaplanis with cause.

(2) Kaplanis breached the above-referenced paragraphs of the employment contract(as well as paragraph 1(c)) "by failing to devote all of [his] business time, energy and skill in the performance of his duties and his failure to obey the lawful directions of the CEO and use his diligent efforts to promote the interests of the Company." (emphasis added)

So yes, GWMAN's proffered theory has much support, and I am sure you would agree that it is at least plausible. Do we know that Revma was the basis for JBI's decision to terminate Kaplanis? No, we just know that JBI claims that Kaplanis breached the above employment contract provisions.

As for this question of yours:

Is there some rule that says one must wait then until September 14th? Doesn't that seem silly on its face?

No, it is not silly. In the event of termination, the contract states that the "Employment Term shall terminate on the first of the following to occur:

. . . .

(d) Without Cause. On the sixtieth (60th) day following written notice by either Party to the other Party without Cause . . . ."

Thus, assuming Kaplanis was terminated without cause on July 14, his "Employment Term" continued through August 3 when Revma was formed, and Kaplanis remained obligated to comply with his duties set forth in the above paragraphs 1(b) and 1(e).