Posts Tagged ‘breach of contract’

DirecTV’s Suit Against Gems TV: Who Claims What

April 8, 2010

Well, the love is sure gone between DirecTV and soon-to-be-shut-down Gems TV.

Gems TV made its U.S. debut on DirecTV in November 2006. At that time, DirecTV lauded the network.

“[GemsTV’s] innovative reverse-auction format is unprecedented in the history of American television and offers viewers a fun and easy way to shop for high-quality gemstone jewelry from the comfort of their own homes,” said DirecTV EVP of programming acquisitions Dan Fawcett, a straight-up guy who we know from our days covering cable.

But that was then, and now is now.

Before Gems TV, which is ceasing operations, filed for Chapter 11 bankruptcy protection on Monday, DirecTV had already been in court and won a restraining order barring the home shopping network from taking any action that would leave the channel with less than $25 million in money or assets, until further order of the court. Presumably, DirecTV believes it is owed that same $25 million.

DirecTV’s lawsuit has been stayed pending the bankruptcy proceeding, but we got a look at it. Large portions of the suit have been “redacted,” or blacked out. Those include the details of DirecTV’s carriage agreement with Gems TV. The suit charges Gems TV with breach of contract and fraudulent conveyance.

Basically DirecTV, which brought Gems TV to 18 million homes, was trying to stop the network from moving all its assets to the Cayman Islands — out of the reach of creditors.

In February, Gems TV came to DirecTV and asked to renegotiate their carriage deal, telling the satellite provider that it “was losing money and might be forced to discontinue their programming activity,” according to the suit.

DirecTV refused to amend or modify the contract. On March 8, Gems TV gave DirecTV written notice that it was terminating their contract because the network was in fact going black. The satellite company says that’s a breach of contract.

In one of the exhibits, a letter dated March 19 to DirecTV’s Toby Berlin, Gems TV president (and Charter Communications alum) Diane Schneiderjohn said that under their carriage deal, the pact can be terminated if the programmer “discontinues operation and distribution of the service.”

She writes that Gems TV will cease operations April 15, and therefore there is no breach of contract.

Around this time, DirecTV learned that Gems TV was planning to invest $60 million in Multimedia Commerce Group, which operates Jewelry Television. “Gems TV thus seeks to transfer its assets in a fashion that will leave no assets available to compensate DirecTV for damages caused by Gems TV’s breach of the contract,” according to the suit.

The transfer of assets to the Cayman Islands or to invest in JTV “is undertaken in bad faith and constitutes fraudulent transfer,” DirecTV alleges.

That investment was a way for Gems TV to liquidate the rest of its inventory, by taking it to JTV, according to DirecTV’s suit.

This may all be moot now, to be decided by a bankruptcy judge. In its Chapter 11 filing, Gems TV claims to have $51.2 million in assets and $120 million in debt, all unsecured.

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Former ShopNBC CEO Rene Aiu Scores $1.5 Settlement Of Breach-Of-Contract Suit Against The Network, Parent ValueVision

December 8, 2009

Former ShopNBC CEO Rene Aiu Has Reason To Be Smiling

We spent seven years covering courts in Jersey, and we just love writing about lawsuits. We’re getting our chance to do that today, because former ShopNBC president and CEO Rene Aiu has settled her litigation against the home shopping network for a tidy $1.5 million. Sweet.

ShopNBC’s parent company, ValueVision Media, filed a 10-Q with the Securities and Exchange Commission Monday disclosing the Dec. 1 settlement of the breach-of-contract lawsuit that Aiu filed back in Nov. 21 last year. ShopNBC will record a charge of $1,505,000 in the third quarter to pay the settlement.

According to the filing, Aiu will get gross cash payments of $875,000 for severance-pay claims; $250,000 relating to the sale of her residence; and $360,000 in attorneys’ fees. That adds up to $1,485,00 to us, not $1,505,000, but we can’t explain the small discrepancy. Maybe we did the math wrong.

Whatever. It looks like Aiu, who was hired by ShopNBC March 3, 2008, made out quite nicely. She was a veteran of HSN and something called Jupiter Shop Channel Japan when she came to ShopNBC, assigned to try to turnaround the troubled channel. That March and April, she recruited three other senior executives to create her management team. Cost for those four execs in fiscal 2008: $1.1 million.

But ShopNBC didn’t give Aiu much time to do her thing. Six months after she was hired, on Aug. 22, ShopNBC management “terminated” her and the other three new company officials. The board named chairman John Buck CEO, and hired QVC veteran Keith Stewart as president and chief operating officer.

ShopNBC CEO Keith Stewart

We were working at Multichannel News and covered ShopNBC’s second-quarter conference call in August 2008, when investors ripped Buck a new one (we couldn’t write that at Multi) for firing Aiu so quickly, without giving her a chance to do her thing. In all our years of reporting, we have never heard a more hostile and bitter conference call between investors and a company.

About four months later, Aiu sued ValueVision, i.e. ShopNBC. According to the Minneapolis Star Tribune, Aiu alleged in the suit that Buck had given the OK to her turnaround plan, and to her hiring the three new execs. But Aiu charged that Buck was not a very happy camper when she suggested that compensation to ShopNBC officers and its directors be cut, “as a a sign of solidarity with long-suffering shareholders,” according to the Star Tribune.

The paper also reported that Aiu claimed that she and her new team learned that ShopNBC’s business among its best repeat customers had been eroding for years, and that the board was unaware of this looming problem.

The lawsuit alleged that when Aiu presented her findings and suggestions to Buck, her told her to can the new management team. A couple of days later, Aiu and the three senior execs she brought in were “terminated,” as they tend to say in lawsuits.

The Star Tribune said that Aiu’s suit alleged that Buck intimidated employees who disagreed with His Highness. The litigation also alleged that Buck hit vendors up for discounts.

In a nutshell, Aiu charged that she was shitcanned without good cause and that she was — how shall we say it — stiffed out of $2.1 million in severance pay, the Star Tribune reported.

Stewart was promoted to the CEO position on Jan. 27 — the day after Multichannel News pinkslipped us — and Buck went back to his old sole title of chairman.

Stewart brought in a group of fellowQVC alum, and they are actually doing a great job of mounting a turnaround at ShopNBC. The network is not out of the woods by a long shot, but Stewart has managed to diminish the flow of red ink from a river to a trickle.