Former Employee of Hedge Fund Manager Vinya Capital Loses Bid to Enforce Alleged Oral and Written Modifications of Employment Contract

The U.S. District Court for the Southern District of New York has granted summary judgment to hedge fund manager Vinya Capital, L.P. (Vinya), dismissing the claims of its former employee Bleron Baraliu (Baraliu) for unpaid bonuses and other incentive compensation.  Baraliu began working for Vinya as a foreign exchange trader in August 2004.  He left Vinya in December 2005.  Baraliu and Vinya had entered into a written “at-will” employment agreement that specified both guaranteed compensation and the possibility of discretionary bonuses.  Addenda to that agreement modified the compensation structure but retained the prospect of discretionary bonuses.  Baraliu claimed that one written addendum to his employment contract awarded him a 2.5% limited partnership interest in Vinya.  He also claimed that, in exchange for remaining with Vinya, Vinya had orally promised him a $500,000 bonus and the right to buy an additional 7.5% limited partnership interest in Vinya.  The District Court granted Vinya’s motion for summary judgment, holding that the written addendum never became binding on Vinya and that the merger clause in the employment agreement barred his claims based on Vinya’s oral promises.  We summarize the contracts in question and the Court’s reasoning.

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