Judge Charles Siragusa
The asset purchase agreement (APA) under which TDG Acquisition Co. bought intellectual property from Vuzix Corp. required arbitration of most disputes. Nevertheless TDG sued Vuzix on claims that a Vuzix employee passed himself off as TDG’s vice president and falsely represented TDG’s services and commercial activities. TDG also alleged that individual defendant Travers made false misleading statements to a representative of the U.S. Army Contracting Command, thereby causing the Army to not award certain contracts to TDG. On May 10, district court granted Vuzix dismissal in favor of arbitration. Vuzix claimed entitlement to $20,710 in attorney fees by virtue of TDG’s refusal to arbitrate. Reducing the amount by one-third to reflect Vuzix’s less than total success, district court awarded Vuzix $13,807 in attorney fees. TDG’s allegation that a Vuzix employee impersonated a TDG officer supported TDG’s application for injunctive relief. The impersonation claim fell within Article IV of the parties’ Shared Services Agreement, which authorized application for injunctive relief in court and limited the APA’s arbitration clause. Because TDG did not refuse to arbitrate, it did not breach that portion of §10.06 of the parties’ APA.
