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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.
Contract – Early termination fees
Where a defendant has asserted counterclaims for breach of contract, breach of the implied covenant of good faith and fair dealing, violation of G.L.c. 93A, §11, and violation of the Federal Computer Fraud and Abuse Act, the plaintiff’s motion to dismiss the defendant’s counterclaims should be denied because it cannot be determined on the pleadings whether the defendant properly terminated th[...]
Contract – Extra costs – Notice
Where a plaintiff (1) entered into a public construction contract to replace, remove or clean culverts running beneath active commercial rail lines in preparation for South Coast Rail commuter train traffic, (2) sought an additional $11.5 million for extra costs due to unanticipated site conditions and allegedly defective contract documents, and (3) then brought suit asserting various claims for b[...]
Civil practice – Discovery – Sanctions
Where plaintiffs have violated their discovery obligations, they should be ordered to fully describe the nature and limits of their search for documents, to produce a properly prepared witness under Rule 30(b)(6) of the Massachusetts Rules of Civil Procedure, and to pay the defendants’ reasonable counsel fees as a sanction.
Civil practice – Discovery – Trade secrets
Where a defendant has moved to continue a stay of trade secret discovery, the motion should be allowed because the plaintiff has failed to identify its alleged trade secrets with the “reasonable particularity” required by G.L.c. 93, §42D(b).
Insurance – Auto policy – ACV
Where a plaintiff who was involved in a motor vehicle collision and whose vehicle was deemed to be a total loss has brought suit alleging that the defendant insurer paid him a few thousand dollars less than the vehicle’s actual cash value (ACV), the defendant’s motion for summary judgment should be allowed because the plaintiff has offered no evidence suggesting that the ACV of his vehicle was[...]
Education – Tenure
Where a plaintiff professor who was not recommended for lifetime tenure has asserted three claims for breach of contract, the defendant university is entitled to summary judgment because (1) the record establishes that the plaintiff cannot prove that the university’s Faculty Review Board procedures were contractually binding, (2) the plaintiff has mustered no evidence that the board violated uni[...]
Jurisdiction – Board meetings – Videoconference
Where an out-of-state defendant who served on a Massachusetts nonprofit organization’s board of directors has filed a motion to dismiss for lack of personal jurisdiction, that motion should be denied because the defendant transacted business in the commonwealth when she repeatedly participated by videoconference in the organization’s board meetings held in Massachusetts.
Contract – Change orders – Completion deadline
Where a contract for repairs made to a parking garage in Lawrence required “substantial completion” by a certain date, two change orders did not extend the deadline for substantial completion.
Civil practice – Prejudgment security
Where a plaintiff has requested trustee process attachments in the amount of $9.7 million, that request should be denied because the plaintiff has not established that he is likely to succeed in obtaining a damage award in excess of $9.7 million, including prejudgment interest.
Mortgages – Pre-approval – Misrepresentations
Where (1) two plaintiffs entered into an agreement to sell their home and (2) after the buyer backed out of the deal, the plaintiffs filed a complaint against a defendant bank that issued a mortgage loan pre-approval letter to the buyer, the bank’s motion for summary judgment should be denied because a reasonable jury might conclude that the plaintiffs’ claimed losses were a foreseeable result[...]
BLS ruling sends loud warning to mortgage lenders
A Massachusetts judge denied summary judgment to North Easton Savings Bank in a lawsuit alleging fraud and Chapter 93A violations over a faulty mortgage preapproval letter.
