Grandis Et Al V. Bgis Global Integrated Solutions Us, Llc Et Al

Case Background

On August 9, 2022, Devin Grandis filed a breach of contract lawsuit against BGIS Global Integrated Solutions US LLC (“BGIS”). It was alleged that Devin’s employment contract was violated without valid reason and even after his termination,  BGIS continued to use his signature without permission.

The lawsuit was filed in the United States District Court, Florida Southern (Ft Lauderdale). The lawsuit was assigned to Judge Jacqueline Becerra and referred to Magistrate Judge Alicia O. Valle. [Case number: 0:22cv61477]

Cause

APT, a family-owned company founded by Grandis in 1994, became a major U.S. provider of electrical, lighting, signage, and energy management services. By December 2021, it employed about 150 people. BGIS, a global firm offering facility management, technical services, and energy solutions with over 10,000 employees, saw APT as an attractive acquisition target. BGIS purchased nearly all of APT’s assets in December 2021, including equipment, vehicles, and intellectual property, for a low initial price. The deal included earnout payments based on APT’s financial performance in 2022 and 2023.

After the sale, BGIS took actions to manipulate earnings and undervalue APT’s business, aiming to avoid paying the deferred purchase price tied to APT’s performance. Although BGIS had agreed to pay APT up to $15 million, it reduced the upfront payment to around $4.5 million, using it to settle a lien on APT’s assets, and increased the earnout potential. By the end of 2023, BGIS had paid nothing to APT or Grandis.

Under the asset purchase agreement, BGIS was required to calculate APT’s working capital, but it delayed this process and manipulated figures to claim that APT owed BGIS $717,778. Additionally, BGIS entered into an employment contract with Grandis, offering a base salary, stock options, bonuses, and severance benefits. However, BGIS breached the contract by not providing Grandis with the promised stock option benefits and wrongfully terminating his employment.

BGIS’ actions, including a false harassment claim and failure to honor contract terms, led to the current legal dispute. Grandis has been forced to hire attorneys to pursue the case.

Damages

Grandis sought judgment against BGIS for all damages, including monetary and intangible losses. He requested compensation for both direct and consequential injuries. Additionally, he sought damages that could be compensatory, nominal, or punitive. Grandis also asked for any other relief the Court deemed fair and appropriate.

Key Arguments and Proceedings

Legal Representation

  • Plaintiff(s): Devin Grandis, an individual
    • Counsel for Plaintiff(s): Michael Paul Bennett | Paul Aiello | Jeremy Robert Kreines
  • Defendant(s): BGIS Global Integrated Solutions US, LLC, a Washington State corporation
    • Counsel for Defendant(s): Michael B. Pascoe | Phoebe Sarah Wise | Robert Port | Allison Bentley Christensen

Claims

Count I: Breach of Employment Contract

Grandis and BGIS entered into an employment contract, where BGIS promised a base salary of $300,000 annually, along with severance and stock option benefits. BGIS breached the contract by terminating Grandis’s employment for “cause” without a valid reason. BGIS also failed to provide the severance benefits within the required timeframe. The contract’s terms permitted termination only under extreme circumstances, none of which applied here. Additionally, BGIS did not allow Grandis to exercise his stock options or compensate him for the difference in stock value.

Count II: Breach of Implied Covenant of Good Faith and Fair Dealing

This count, pleaded as an alternative to Count I, involved BGIS’ breach of the implied covenant of good faith and fair dealing. Every contract contains this implied duty, requiring each party to act fairly and in good faith. BGIS violated this duty by terminating Grandis’s employment in bad faith and withholding his severance and stock option benefits.

Count V: Conversion of Signature Facsimile Stamp

After BGIS terminated Grandis’s employment, it continued to use a facsimile of his signature without permission. Grandis had allowed only a few trusted individuals to use the stamp, but BGIS ignored his demand to return it. BGIS used the stamp to issue over 300 checks, misrepresenting that Grandis authorized them. Grandis claimed this misuse constituted conversion, seeking damages for reputational harm, legal fees, and emotional distress, as well as punitive damages. BGIS’ actions were deemed fraudulent, and Grandis requested all applicable damages and further relief as determined by the Court.

The court dismissed Counts III and IV without prejudice and referred them to arbitration. It also dismissed Count VI of Securities Fraud under Florida Blue Sky Laws pursuant to a court order.

Defense

  1. Failure to State a Claim (Count V): BGIS argued the Complaint failed to state a valid claim for relief, as highlighted in its Motion to Dismiss and the Court’s partial ruling.

  2. Waiver, Estoppel, and Laches (Count V):

    • BGIS claimed Grandis consented to the use of the signature stamp without objection and did not request its return.
    • BGIS argued Grandis never directly asked any BGIS officer to return the stamp, making him estopped from asserting a conversion claim.
    • BGIS emphasized Grandis knew about the stamp’s possession, including when his employment ended.
    • BGIS noted Grandis did not file the conversion claim until nearly two years later, prejudicing BGIS.
    • BGIS argued the delay in asserting the conversion claim was unreasonable, barring the claim under the doctrine of laches.

  3. Claims Caused by Third Parties: BGIS denied responsibility for damages caused by third parties, claiming Grandis did not request the stamp’s return.

  4. Claims Caused by Plaintiff’s Own Actions: BGIS argued that Grandis’s failure to communicate his request for the stamp’s return contributed to the delay.

  5. Intervening Acts of Third Parties: BGIS contended damages were caused by third parties’ actions, including Grandis’s failure to communicate regarding the stamp.

  6. Res Judicata, Collateral Estoppel, and Law of the Case: BGIS argued the Amended Complaint referenced previously dismissed causes of action, barred by res judicata, collateral estoppel, or law of the case.

  7. After-Acquired Evidence: BGIS raised the possibility of discovering new grounds for Grandis’s termination, which could reduce or bar his claims under the doctrine of after-acquired evidence.

The Court denied Affirmative Defense No. 1 and preserved BGIS’ right to appeal. It struck Affirmative Defenses Nos. 2 through 7.

Jury Verdict

The jury deliberated on several key claims. First, it asked whether Grandis proved by a preponderance of the evidence that BGIS breached the employment agreement by failing to pay severance. The jury ruled in favor of Grandis and awarded $820,001 in damages for the breach of contract.

Next, the jury found that Grandis did not prove by a preponderance of the evidence that BGIS breached the Stock Option provision.

The jury then examined whether BGIS converted the Stamp. It concluded that Grandis met the burden of proof on the conversion claim and awarded him nominal damages of $1.00.

Finally, the jury evaluated whether BGIS’ conduct regarding the Stamp was reckless or indifferent. After careful consideration, it determined that BGIS’ conduct showed conscious disregard or indifference to the life, safety, or rights of others. As a result, it awarded $300,000 in punitive damages.

The jury finalized the verdict on January 28, 2025, awarding Grandis a total of $1,120,002.

Court Documents:

Documents are available for purchase upon request at jurimatic@exlitem.com