It looks like Verus Financial founder Rich Roberts will have to make do with the more than $50 million he made from last year’s sale of that company.

In a sternly worded decision (available at this link) issued this week U.S. District Judge Aleta Trauger opted not to award Roberts the $10 million side payment, which he sued for following the close of the sale. Instead she has granted a motion for summary judgment for the defendants.

The dispute centered on an alleged oral agreement, made in 2005, between Roberts and FTVentures, a San Francisco venture firm and a 40-percent owner of Verus. Allegedly, Roberts agreed to put Verus up for sale in exchange for $10 million to be paid either by the entity that ultimately bought the company or by FTV after the transaction was completed.

In depositions, Roberts said that he likely would not have put the company up for sale without the promise of $10 million because of the company’s rapid growth. It is likely that delaying a possible sale would result in a higher price.

Nevertheless, Roberts brought in investment banking firm FT Partners to help sell the company and in January of 2006 Verus Financial sold to British giant Sage Group for $325 million.

During the course of the negotiations, the $10 million payment remained a point of contention but was never resolved. Just before the deal closed, FTVentures said it would not pay, as, according to FTV, the payment was contingent on a lower sale price for Verus.

Less than a month after the deal with Sage closed, Roberts filed this complaint against FTVentures claiming among other things breach of contract and demanded payment of the $10 million.

Now close to two years later, Judge Trauger has sided with the defendants, but more specifically, sided against Roberts.

“In essence, the plaintiff agreed to support an action with significant consequences to Verus and its shareholders that he otherwise would not have supported, in exchange for $10 million,” she notes in the ruling. She continued later in the decision:

“Assuming, as he testified, that the plaintiff did not think that this action was in the best interest of the corporation—a professional opinion that dovetailed nicely with his own personal interests relating to his pending divorce—then the plaintiff took an action (in his capacity as CEO) that he did not think was in the best interest of the corporation in exchange for $10 million from a group of investors. This was an egregious breach of the plaintiff’s duty of loyalty.”

Additionally she notes, “although the defendants were at fault in offering to pay the plaintiff $10 million to support selling Verus at the time they preferred, in refusing to honor that agreement, the defendants may have saved the merger deal from an attack by third-party shareholders.”

Put simply, Trauger ruled that the “side contract” was illegal and makes it very clear that the court will not enforce it.

But hey, what can you do with $60 million that you can’t do with $50 million?

Roberts was represented in the case by Richard L. Robbins of Sutherland Asbill & Brennan out of Atlanta. FTVentures was represented by the San Francisco office of Kirkland & Ellis and locally by attorneys from Bowen Riley Warnock & Jacobson.

In addition to these legal matters Roberts is set to stand trial beginning on Nov. 5 for aggravated assault stemming from an incident in Sept. 2005. He also faces a civil lawsuit related to that incident.

Speaking briefly with NashvillePost.com this afternoon Roberts said that an appeal had been filed saying simply, "we'll see what happens."  Roberts' attorney could not be immediately reached.