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Contract – Termination – Injunction
Where the plaintiff developer of a wind power generation project has moved for a preliminary injunction to prevent the defendant from terminating a turbine supply agreement, that motion should be allowed because the plaintiff has demonstrated a reasonable likelihood of success on the merits and has demonstrated that it would be irreparably harmed if the injunction does not issue.
Attorneys reflect on Delaware court’s backing of Market Basket CEO firing
The Delaware Chancery Court upheld the Market Basket board’s firing of Arthur T. Demoulas, reinforcing business judgment rule and board oversight authority.
Jurisdiction – Forum non conveniens – Taiwan
Where a plaintiff has alleged a breach of contract and a theft of trade secrets by a Taiwan-based defendant, dismissal on forum non conveniens grounds is appropriate because (1) there is an adequate alternative forum and (2) strong considerations of justice, convenience and judicial efficiency favor litigating the dispute in Taiwan.
Judge: GE can’t stop work on Vineyard Wind project
A Suffolk Superior Court judge ruled that GE Renewables cannot terminate its contracts or stop work on the Vineyard Wind offshore project.
Jurisdiction – Amount in controversy – Limitation of liability provision
Where a plaintiff has alleged breach of a master subscription agreement, the complaint should not be dismissed, as it is not a legal certainty that the claim involves less than the $75,000 jurisdictional amount despite a limitation of liability provision in the agreement.
Corporate – Special-purpose LLCs
Where a plaintiff has claim membership interests in special-purpose limited liability companies, his motion for summary judgment should be allowed in part and denied in part based on language in operating agreements.
Commercial – Joint venture – Profits
Where a plaintiff has alleged that her late husband entered into a joint venture or partnership and that the defendants failed to pay him his full share of the profits, a motion by the defendants for summary judgment should be denied in part, as a reasonable jury could find that a joint venture or partnership was formed.
Corporate – LLC – Tax liabilities
Where a plaintiff, having sold more than half of his interests in a limited liability company back to the company at its request, brought suit seeking reimbursement for his tax liabilities, a motion to dismiss the complaint should be denied because the plaintiff plausibly suggests that he is entitled to relief against the defendants under a contract theory and a promissory estoppel theory.
Corporate – Merger agreement – Contingent earnout compensation
Where a defendant that acquired all outstanding shares of a corporation paid the plaintiff shareholders $25 million of contingent earnout compensation, the defendant should be awarded summary judgment despite the plaintiffs’ contention that they were unlawfully deprived of the opportunity to earn the remaining contingent payments.
Jurisdiction – Forum selection clause
Where a defendant has filed a motion to dismiss for lack of personal jurisdiction, that motion should be denied based on a mandatory forum selection clause in an agreement between the plaintiff and the defendant’s legal counsel, which acted as the defendant’s agent in executing the agreement.
1st Circuit rejects trade secrets claim in ZipBy damages case
The 1st Circuit upheld $1.5M in damages for breach of fiduciary duty and contract but rejected a trade secrets claim under federal and Massachusetts law.
Jurisdiction – Remote employment – Purposeful availment
Where a Massachusetts plaintiff has alleged nonpayment of wages, the complaint should be dismissed for lack of personal jurisdiction, as the two Florida-based defendants did not purposefully avail themselves of the privilege of conducting activities in the commonwealth.
Verdicts & Settlements
- Injury during baby’s adenoidectomy leads to stroke
- Construction worker’s hand caught in cement mixer
- Worker trapped in freezer, dies during steam cleaning
- Pedestrian, 69, hit by motor vehicle while in crosswalk
- Four-vehicle pileup leaves driver with spinal cord injury
- Nursing home staff blamed for kidney-failure death
- Pharmacy’s late delivery blamed for patient’s death
- Man, 25, drowns after swimming lesson at fitness club
Opinion Digests
- Jurisdiction – Forum selection clause – Non-signatory
- Criminal – Responsibility
- Attorneys – Lien
- Landlord and tenant – Default judgment
- Zoning – Constructive grant – Comprehensive permit
- Fraud – False Claims Act – Settlement share
- Civil practice – Discovery – Cybersecurity
