David Golas ()
System Pros Inc. and Robert Majewicz v. Gene Kasica: Robert Majewicz and Gene Kasica started a business together more than 20 years ago.
Over time, their visions for the company diverged. Rather than congenially dissolve the company, Kasica pushed Majewicz out, denying him access to company records, client information or bank records.
Majewicz was essentially left unemployed. Though technically president of the company, he was not even allowed on the premises. So Majewicz sued his former business partner and a Hartford judge recently awarded him just over $1 million. “This is a sad situation…,” Judge Trial Referee Richard Rittenband wrote in a ruling late last month.
Majewicz’s lawyer, David Golas Sr., of the Golas Law Firm in Manchester, explained that the two men used to do computer work for insurance companies. They decided there was increasing need for that sort of service and started their own corporation. Called System Pros Inc., the business formed in January 1993 and offered computer and software consulting services to insurance companies.
Golas said that insurance companies use software to process their client information and billing. The attorney said the System Pro founders would send out other individuals to set up these systems for insurance companies for an hourly or daily rate.
Each of the men owned 50 percent of the stock in the company. They were the only two members of the board of directors. Majewicz was president and treasurer. Kasica was vice president and secretary.
Majewicz was in charge of administration and did some consulting work for insurance companies. Kasica was in charge of marketing and sales. “This arrangement worked quite well and was financially profitable for both individuals up until 2009,” wrote Rittenband.
Over time, according to court documents, the two men grew to distrust each other and were very critical of each other’s business decisions. In 2009, Kasica — who contended there had never been a formal document outlining the duties of each of the company founders — became unhappy with Majewicz and essentially locked him out of his own company. Majewicz was not even allowed on the business’ premises in the town of Columbia, which is not far from Storrs. “[Kasica] didn’t like what was going on so he decided to run the show himself,” said Golas.
Kasica then went to court and sought dissolution of the corporation. In turn, Majewicz commenced a lawsuit against Kasica claiming he had been wronged when locked out of his own company. “These lawsuits turned out to be very contentious and the bitterness between Kasica and Majewicz was palpable in the courtroom during a lengthy trial,” noted Rittenband.
Majewicz’s lawsuit against Kasica contained eight counts, including breach of contract, tortious interference with a business relationship, breach of fiduciary duty, and violations of the Connecticut Unfair Trade Practice Act.
The case went to a bench trial before Rittenband with hearings spread out over a couple weeks’ worth of business day last year and in early 2014. Seven or eight witnesses testified and approximately 300 exhibits were entered into evidence. Despite all the witnesses and exhibites, Golas opined that the judge’s decision ultimately came down to the credibility of the two men.
Rittenband, in his 21-page decision, ruled in favor of Majewicz. Further, he said that the company was not liable for paying the verdict; only Kasica was.
“Once Kasica eliminated Majewicz from any further involvement with the corporation, he took total control of System Pros Inc., made all the decisions, and there was no distinction between what he did and what System Pros Inc. did,” wrote Rittenband. “This is piercing of the corporate veil, and, therefore any actions by the corporation will be treated as actions by Kasica.”
From there, Rittenband opined that Kasica had committed most of the wrongdoing alleged in the complaint. “There were several different areas of the law that the judge found Kasica had acted inappropriately in violation of Connecticut law,” said Golas.
Rittenband stated in his decision that, after removing Majewicz, Kasica went on to transfer assets of the corporation to his own use and utilized corporate assets for his own personal gain. “Kasica is a very intelligent and experienced businessman who made a terrible mistake in removing Majewicz before dissolving the corporation,” Rittenband opined. “His actions inured to the benefit of himself and to the detriment of Majewicz. Kasica knew he had no right to remove an equal shareholder, equal director, and the president of the corporation and no authority to do so, all of which was in bad faith by him.”
Rittenband awarded Majewicz $1,003,134 in damages. Of that amount, $467,786 is for Majewicz’s lost wages when he was locked out of his own company.
A separate hearing will take place regarding attorney fees. “The recovery is an attempt to put [Majewicz] back in the position he was in prior to Kasica doing this,” said Golas.
The attorney noted that the company would soon be dissolved. Golas said if Kasica had pursued that course initially, without locking out his partner, Majewicz would have never filed a lawsuit. “I think, and the judge points out in this decision, all Kasica had to do was file an action for dissolution. All of this could have been avoided,” said Golas. Instead of simply waiting while the dissolution suit was pending, Golas said Kasica cut Majewicz entirely out of the business entirely.
“You can’t violate the law and then ask the court for a legal blessing for your bad acts,” said Golas.
Kasica was represented in the case by Michael Kopsick of Kahan, Kerensky & Capossela in Vernon. Kopsick said he planned to appeal Rittenband’s ruling. Kopsick declined further comment.