Judge Lewis Kaplan
Kocourek received "shadow stock" under Booz Allen Hamilton’s (BAH) Shadow Stock Plan (SSP). At retirement in 2007, he was paid $1.78 million for his shadow stock. In June 2008 he threatened to sue BAH claiming he was wrongfully forced to relinquish his shadow stock. When the Carlyle Group bought a majority of BAH’s U.S. government consulting business on July 31, 2008, BAH shareholders received $797 per share of common stock held. Executing a letter of transmittal (LOT) Kocourek tendered his shares for $22 million. He later sued BAH in state court on contract breach and other claims related to his shadow stock. State court dismissed Kocourek’s ERISA claims alleging SSP’s violation, holding his voluntary release barred litigation of claims based on BAH common or shadow stock. In dismissing his remaining claims, district court held Kocourek collaterally estopped from challenging his release’s validity. Even if not estopped on the issues of knowledge and voluntariness by the state court’s ruling, defendants were entitled to dismissal of Kocourek’s claims. However, defendants were not entitled to partial summary judgment on counterclaims asserting breaches of contract and the implied duty of good faith and fair dealing.
