(Dow Jones) A wealth management firm and two financial advisors have been ordered to pay nearly $1.9 million to the advisors' former employer, Chicago-based Mesirow Financial Holdings Inc., and two of its divisions that alleged breach of contract and theft of trade secrets.
The award by an arbitration panel of the Financial Industry Regulatory Authority included a rare dissent by the three-person panel's chairman.
Mesirow filed the case after David Copeland and Neal Price left in 2008 to form Strategic Wealth Partners, LLC, a registered investment advisor in Deerfield, Ill., according to a 2009 order in a related court proceeding.
The company accused Copeland, Price and their firm of breaching their employment contracts and fiduciary duty, stealing trade secrets, taking its staff, and other misdeeds, according to the arbitration award. It said Copeland and Price also used confidential information to transfer away business.
In an unusual one-sentence dissent, panel chairman Richard Belmonte said the award was "grossly contrary to the manifest weight of the evidence and the applicable Illinois law." As is typical in securities arbitration, the award didn't provide any reasoning for the decision by the panel's other two members.
Copeland and Price's counterclaim against Mesirow in the case, seeking $615,000 for deferred compensation and unpaid wages, was rejected.
The award highlights the diverging outcomes that can occur in a case that is heard by both an arbitration panel and in court.
An Illinois state court judge, in a related proceeding between the parties, ruled in 2009 that "information contacts," such as announcement cards and follow-up telephone calls to Mesirow clients that the advisors serviced, "do not constitute solicitation," according to a 23-page decision. Mesirow's attempt to portray the advisors' organized approach to contacting the individuals as evidence of solicitation wasn't "persuasive," according to that ruling.
The Illinois court declined to temporarily bar the advisors from continuing to contact clients and certain other activities while the Finra arbitration was pending. It ordered the advisors, however, to return certain confidential information to Mesirow, and for a computer forensic expert to be allowed to search the advisors' computer systems.
Dissenting opinions in securities arbitration cases are "uncommon but not unheard of," says Thomas K. Potter III, a securities arbitration lawyer in Nashville, Tenn. An arbitrator's dissent can be used to provide a basis for the losing party to ask a state court to overturn an award. Arbitration is typically binding, but courts can overturn the awards in limited circumstances, such as when arbitrators don't properly apply the law.