James

INTRODUCTION

Thomas James, the president and minority shareholder of a local insurance agency, was terminated pursuant to a written employment agreement providing he would not be terminated except for good cause. He later discovered the agency’s corporate parent, Leavitt Group Enterprises, Inc. (LGE), had negotiated to sell his shares of stock to his replacement at a higher price than it had previously offered him. He sued the agency, Leavitt Group Agency of San Diego (the Agency), and LGE (together, Defendants) for breach of the employment agreement and intentional interference with the employment agreement. He also asserted claims for breach of fiduciary duty, reformation of contract, and declaratory relief, based on events relating to transactions in which LGE had unfairly reduced his ownership interest in the Agency. In the first phase of a bifurcated trial, the jury found in favor of James on his breach of contract cause of action against the Agency and in favor of LGE on the intentional interference with contract claim. The equitable claims were then tried in a bench trial before Judge Judith F. Hayes. Judge Hayes issued a tentative statement of decision in favor of James.…