A US telecommunications executive who claims he was "love-bombed" by Esat Telecom chief Denis O'Brien to work for Esat and to set up a call centre in Ireland, has taken a multi-million-pound High Court action for damages against the Irish company for alleged wrongful dismissal and breach of contract.
Mr Daniel Rogers claims he is entitled to one per cent of the equity in Esat Telecom under an agreement made with Mr O'Brien in 1997. This alone is currently worth some £19 million, but Mr Rogers has also brought claims for damages and loss of salary. If he wins the action, the overall award could be the largest ever made by the Irish courts.
Formerly of Cedar Rapids, Iowa, but now living at Clearwater Cove, Dun Laoghaire, Mr Rogers (47) claims he signed an irrevocable three-year deal in May 1997 to provide services for Esat, but was then wrongfully dismissed in March 1998. The allegations are denied.
The hearing against Esat Telecom Holdings, Aquado (an Isle of Man-registered Esat subsidiary company) and Mr O'Brien, of Wellington Road, Ballsbridge, Dublin, opened before Mr Justice McCracken yesterday. Aquado was said to be used by Esat to pay its senior employees outside of the Irish courts' jurisdiction.
Opening the case, Mr Adrian Hardiman SC, for Mr Rogers, said it arose out of the circumstances in which Mr Rogers was head-hunted by Mr O'Brien to work for Esat and also to work, either with Esat or Mr O'Brien, in the establishment of a separate call centre business in Ireland. He said Mr Rogers had a distinguished record in the telecommunications business and specifically in the customer service area. He had pioneered a number of techniques, including the two-ring response, by which a customer can be guaranteed that a call will be answered by a live person by the second ring.
Mr Rogers had regarded Mr O'Brien as possibly the most innovative businessman in the world and so friendly, counsel said. A variety of generous offers were made to Mr Rogers from January 1996 to induce him to leave his job in Iowa, counsel said. A package of salary, benefits and a deal whereby Mr Rogers was entitled to 1 per cent of the shares in Esat was ultimately agreed in May 1997.
Mr Hardiman said two contracts were involved. The first related to Mr Rogers working for Esat; the second to the establishment of the call centre business which was to be run through Aquado. Under that latter deal, Mr Rogers was to be chief executive officer and owner of 25 per cent equity in the centre.
It was the call centre package, proposed by Mr O'Brien, which persuaded Mr Rogers, who had done some work for Esat but had declined a number of previous offers, to work primarily for the company, counsel said. A very exciting picture of a venture which would make all, especially Mr Rogers, very rich, had been painted.
Mr Justice McCracken was told that, as part of his "love-bombing" of Mr Rogers, Mr O'Brien had flown in his private jet to Iowa on one occasion to have dinner with Mr Rogers and his family; had arranged for Mrs Rogers and her children to be flown to Dublin over Christmas 1996 and entertained; and for Mr and Mrs Rogers to have dinner at Mr O'Brien's favourite London restaurant, the cost of which was met by Mr O'Brien.
It was claimed Mr O'Brien had said he would make the Rogers family rich. However, once Mr Rogers had signed up to work for Esat, the significant personal contact that had been a feature of Mr O'Brien's relationship with the Rogers' stopped, counsel said. It is claimed that, acting on foot of undertakings, representations and inducements, Mr Rogers entered an agreement with Aquado on May 20th 1997, under which Aquado employed Mr Rogers to provide services to Esat as director of customer care and to develop a call centre business of which he would be CEO for a three-year period from date of contract. It is claimed that the terms of the contract included entitlement to share options totalling 1 per cent of the issue share capital of Esat.
Mr Hardiman said Mr Rogers found, immediately after his arrival in Ireland in June 1997, that very definite problems had arisen which had not previously been disclosed to him and that Mr O'Brien was frequently unavailable to him.
Mr Rogers provided services to Esat with due care, skill and diligence, but, on March 12th 1998, he was told by Leslie Buckley and Sean Corkery, servants or agents of Esat and/or Mr O'Brien, that it had been decided his services were no longer required and that his service agreement would be terminated. There was an insistence that before any offer would be put, Mr Rogers should take his entitlement to shares "off the table" - but Mr Rogers declined. Mr Rogers worked on and only ceased to work when his swipe card entitling him to get into the company building was withdrawn.
Mr Rogers claims Esat, in so acting, unlawfully procured the unlawful termination of the contract of employment between himself and Aquado or, alternatively, that Esat and Aquado conspired to unlawfully terminate the contract. He said he received no prior notice or warning of that decision.
His claim is for damages for breach of contract, procurement of breach of contract and conspiracy to procure breach of contract. Mr Rogers is also seeking shares in Esat, and there are issues arising from this. These include whether a clause in the stock option, which purported to limit entitlement to shares in the event of termination of employment, is applicable, in view of the alleged failure to draw Mr Rogers' attention to it.
Damages for the alleged breach of contract relating to the call centre business are also sought. Mr Hardiman said the call centre venture is central to the history of the case because Mr Rogers was aggressively head-hunted, especially by Mr O'Brien, to set that up.
The defendants deny the claims. Esat and Mr O'Brien also deny that Mr Rogers is entitled to any shares in Esat. Without prejudice to their denials, they claim a business plan presented by Mr Rogers for the call centre did not demonstrate that the proposed centre was financially viable or that Mr Rogers had the ability to operate it.
It is also pleaded that Mr Rogers wrongfully refused to co-operate with a disciplinary investigation initiated by the Esat Board regarding Mr Rogers' services and that Mr Rogers had therefore repudiated his contract on April 28th 1998. Esat claims Aquado accepted the alleged repudiation and that Esat had released Aquado from its obligations under the agreement between Esat and Aquado.
The hearing continues today.
