A recent appellate decision has resolved a long-running dispute over alleged unpaid sales commissions between two former employees and their previous employer, confirming that the company is not liable for the payments sought. The Superior Court of New Jersey Appellate Division affirmed the dismissal of claims brought by Alonso Carvajal Chalarca and Juan Carlos Romero Salazar against Aseem Nayeem Khan and ATTS, Inc., as well as other associated entities.
The appeal was filed by Chalarca and Salazar in Camden County following two orders issued by the Law Division: one on March 28, 2024, granting summary judgment to defendants Aseem Nayeem Khan and ATTS, Inc., dismissing with prejudice the plaintiffs’ claims for commercial sales commissions; and another on May 10, 2024, which denied in part and granted in part the plaintiffs’ motion for reconsideration of that order.
According to the filing, ATTS was a New Jersey corporation supplying parts and engineering solutions for power generation industries. Chalarca began working as a salesperson for ATTS’s Colombian subsidiaries in 2007, receiving commission-based compensation. Salazar joined as a project engineer in 2011 under similar terms. In 2008 and 2009, ATTS entered into agency agreements with ISGEC Heavy Engineering Ltd., making it ISGEC’s exclusive agent in Colombia and Mexico to locate customers in exchange for commissions on resulting orders.
Chalarca’s employment ended in May 2013, after which he sued Khan and the subsidiaries in Colombia seeking unpaid commissions (the Colombia Action). Meanwhile, ATTS pursued damages against ISGEC through international arbitration (ICC Arbitration), alleging lost opportunities due to direct sales made by ISGEC. That arbitration settled in January 2018 with ISGEC agreeing to pay $1.9 million to ATTS.
In July 2020, Chalarca filed another complaint in New Jersey (the Enforcement Action) seeking to enforce his Colombian judgment but did not claim entitlement to commissions from the ICC Arbitration proceeds. This action was dismissed with prejudice on April 5, 2022 following a settlement agreement where Chalarca released all claims against Khan and related entities that were or could have been asserted up until that date.
On December 7, 2022, Chalarca and Salazar filed their current complaint against Khan, ATTS, ISGEC Heavy Engineering Ltd., and Ingenieria Maquinaria y Equipos de Colombia Sociedad por Acciones Simplificada. They claimed they were owed substantial commissions from their time at ATTS’s subsidiaries—including amounts related to transactions at issue during the ICC Arbitration—with Chalarca seeking a twenty-five-percent commission and Salazar five percent on relevant sums received by ATTS or its subsidiaries.
During discovery, plaintiffs identified seven transactions they believed entitled them to $629,809.07 (for six pre-arbitration transactions) plus $203,490 from the ICC Arbitration recovery. Defendants moved for summary judgment arguing: (1) statute of limitations barred claims relating to older transactions; (2) Chalarca’s claims were barred by collateral estoppel and res judicata due to prior settlements; (3) no evidence supported personal liability for Khan; (4) no evidence showed parent company liability for subsidiary obligations.
Plaintiffs’ opposition was filed late—at nearly 6 p.m. before the hearing—and initially not considered by the court when granting summary judgment on March 28, 2024. Upon reconsideration on May 9, 2024, however, the court reviewed plaintiffs’ arguments but still found no basis to reverse its decision except vacating its earlier statute of limitations finding.
The appellate opinion details that Chalarca had already released all such claims via his settlement agreement executed eight months before this lawsuit: “Chalarca agreed to ‘completely release and forever discharge’ Khan [and others] ‘from all claims…that were asserted or could have been asserted.’” The court also noted that any argument about additional agreements limiting this release failed because supporting documents were not properly translated or certified as evidence.
Regarding Salazar’s claims against Khan personally or against ATTS directly as parent company responsible for subsidiary debts—the court found no evidence supporting either theory under New Jersey law: “Plaintiffs cite no statute or legal precedent explaining the elements of a contract-in-fact…Nor did plaintiffs raise a genuine issue of material fact with respect to the existence of such a contract.”
The final ruling affirms both trial court orders granting summary judgment for defendants on all counts alleged by both plaintiffs.
Attorneys listed include Robert H. Bembry III and Robert T. Vance Jr., representing appellants; Jeffrey P. Resnick represented respondents; case ID is A-3007-23.
Source: A300723_Chalarca_v_Khan_Opinion_New_Jersey_Superior_Court_of_Appeals.pdf
