Does a Hedge Fund Manager’s Contractual Obligation to Pay Fees to a Third-Party Marketer Survive the Closing or Restructuring of the Manager?

In 2005, plaintiffs Hedge Fund Capital Partners, LLC and Cyprian Consulting LLC entered into an “introduction agreement” with hedge fund manager Thor Asset Management, Inc. (Thor).  In exchange for referrals of prospective investors, Thor promised to pay plaintiffs 20 percent of any management and performance fees earned by Thor from investors introduced by plaintiffs.  Relations soured when, in 2009, Thor’s principals formed co-defendant Systematic Alpha Management, LLC (SAM) and SAM apparently took over Thor’s operations.  Plaintiffs sued, claiming that SAM was Thor’s “alter ego” and that Thor and SAM had failed to pay the full amount of introduction fees owed under plaintiffs’ agreement with Thor.  They claimed that, among other things, Thor failed to pay any fees at all on certain introductions, failed to pay fees on subsequent investments made by investors introduced by plaintiffs and shifted investors into new funds to avoid paying fees to plaintiffs.  SAM moved to dismiss the entire complaint for failure to state a cause of action.  The trial court denied SAM’s motion in its entirety and the Appellate Division affirmed the order in part.  We summarize the plaintiffs’ claims and the subsequent proceedings.

To read the full article

Continue reading your article with a HFLR subscription.