WFA's claims against Grundstedt are for failure to repay three (3) separate forgivable promissory notes incident to his employment with WFA's predecessor, Wachovia Securities, LLC ("Wachovia"). Note 1 Is in the principal amount of $320,000.00 and dated July 30, 2008. it was the "transitional bonus" Grundstedt was rewarded with for moving his book of business from his former employer, Citigroup. Like the other notes in this case, the principal portion of Note 1 could be taken as a lump sum (the option Grundstedt chose), or could be taken in monthly installments. In either case, each monthly re-payment of principal and interest was to be offset by the forgiveness of an equivalent amount so long as Grundstedt remained in Wachovia's employ.At the time Grundstedt accepted employment with Wachovia, he signed multiple agreements including a "representative agreement," an "offer summary," and loan documents relating to "transitional bonus." Notably, Grundstedt signed two separate registered representative agreements. One of these agreements ("Exhibit Q") promised Grundstedt that he would receive various elements of "support" from Wachovia including, but not limited to, "re-assignment of accounts, walk-ins, prospective customer leads . . . " and such other forms of support. Notably, a subsequent representative agreement Grundstedt signed did not contain these same promises, but neither did it contain a "merger clause" and the evidence was uncontradicted that the promises in Exhibit Q were consistent with the oral promises made to Grundstedt by Wachovia's hiring manager, both before and after he joined the company.Wachovia initially lived up to its promises, but things changed after Wachovia was acquired by WFA in the aftermath of the financial crisis of 2008. In the fall of 2009, after the merger was announced, WFA began to do things well run and efficient businesses are inclined to do. These things included consolidating operations, closing branches, changing payouts and various other things presumably designed to make the overall business more efficient and profitable. And while WFA was, and is, entitled to manage its business in the "best" possible way, some of its decisions violated Grundstedt's reasonable expectations under the agreement(s) he signed with Wachovia, which WFA became subject to following the merger.However, even after WFA implemented some of the changes about which Grundstedt now complains, he continued to accept bonuses in the form of forgivable loans-specifically in late October 2009 he took a loan in the amount of $87,707.00 (Note 2), and then again in May 2010 he took a further loan in the amount of $61,559.00 (Note 3).Grundstedt resigned from WFA on or about October 15, 2010 to go to work for Mass. Mutual. Prior to signing on to work for Mass. Mutual, Grundstedt represented in a letter to his new employer, dated September 2010, that he would honor his financial obligations to WFA. WFA claims that Grundstedt owes the following amounts on the respective notes:
Note 1: $251,492.84 (principal)
$55,717.73 (interest 6.75%)$307,210.57Note 2: $72,152.47 (principal)$14,209.00 (interest 6%)$86,361 47Note 3: $61,058.80 (principal)$11,752.38 (interest 5.87%)$72,811.18On the other hand, Grundstedt claims WFA owes him somewhere between $458,383.00 and $588,970.00 after crediting the amounts WFA claims are due under the 3 notes detailed above. Grundstedt's theory is that WFA breached an implied contract and/or the covenant of good faith and fair dealing in the contracts Grundstedt did sign with Wachovia that caused him substantial economic damage. The Panel finds under the circumstances that WFA did breach the covenant of good faith and fair dealing in Wachovia s contracts with Grundstedt. However, the loans Grundstedt took pursuant to Note 2 and Note 3 were taken after WFA began implementing many of the changes about which Grundstedt now complains.Therefore, we find Grundstedt fully liable for the amounts claimed by WFA under Note 2 and Note 3 above. Interest on the stated principal balances of those notes is as follows through May 1, 2014: Note 2 -- $19,659.06 and Note 3 -- $16,043.04. Therefore, the sums due on Note 2 and Note 3, respectively, are: $91 811.53 and $77,101.84.As to Note 1, the evidence was thin but uncontradicted that as a result of some of the changes implemented by WFA, Grundstedt's production dropped from 25% to 50% in various categories. Based on these facts, we find that the balance on Note 1 should be discounted by one third. Doing so reduces the original principal balance to $213,333.33. Based on WFA's calculations, Grundstedt is entitled to a credit totaling $68,507.16 for the roughly 2.5 years Grundstedt worked at WFA. This arithmetic leaves an unpaid balance of $144,826.17; with interest through May 1, 2014 of $44,919.46, the balance due on Note 1 is $189,745.63.In summary, the award in favor of WFA on promissory Note 1, Note 2 and Note 3, inclusive is as follows: Note 1 -- $189,745.63; Note 2 -- $91,811.53; and Note 3 -- $77,101.84 for an aggregate award, including prejudgment interest, totaling $358,659.00.Finally, WFA has submitted a claim for attorneys' fees in excess of $116,000.00 based upon the contractual language contained in the respective notes. However, WFA's counsel has redacted all of the descriptions of services rendered leaving this Panel with no way to determine whether, or to what extent, all of the work performed was both reasonable and necessary and, indeed, whether some or all of the work was duplicative. Under the circumstances, the Panel believes an award of attorneys' fees in favor of WFA in the amount of $60,000.00 is fair and reasonable.