Posts tagged "0901317"

Kelly v. Waters Corporation, et al. (Lawyers Weekly No. 09-013-17)

COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT CIVIL ACTION No. 17-00064-BLS1 DOUGLAS M. KELLY vs. WATERS CORPORATION & another1 MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS’ MOTION TO DISMISS Plaintiff, Douglas M. Kelly, filed this action against defendants, Waters Corporation and NuGenesis Technologies Corporation (referred to collectively as “NuGenesis”). The dispute involves Kelly’s claim that NuGenesis owes him millions of dollars in compensation related to software he created, developed, and later sold to NuGenesis. Kelly asserts the following five claims against NuGenesis in his Complaint: fraud (Count I), breach of contract (Count II), violation of Chapter 93A (Count III), audit and accounting (Count IV), and piercing the corporate veil (Count V). NuGenesis now moves to dismiss all claims pursuant to Mass. R. Civ. P. 12(b)(6). For the reasons stated below, NuGenesis’s motion to dismiss is allowed. BACKGROUND The facts as revealed by Kelly’s Complaint and the documents referenced in the Complaint are as follows. Kelly, a professional computer software developer and distributor, is a resident of Spring Lake, New Jersey. Waters is a Delaware corporation with a principal place of business in 1 NuGenesis Technologies Corporation. Milford, Massachusetts. In February 2004, Waters acquired NuGenesis and assumed all of NuGenesis’s liabilities and contractual obligations to Kelly. Complaint at para. 2. NuGenesis is a Delaware corporation with a principal place of business in Milford. It has operated as a wholly owned subsidiary of Waters since February of 2004. From 1987 to 1999, Kelly developed the computer software product lines called TriRidian, also known as Archive, and VP Office. Kelly designed Archive to meet the needs of companies obligated to comply with regulations promulgated by the Food and Drug Administration (FDA) in 1997, that specified the criteria that had to be met for the FDA to accept electronic records/signatures as the equivalent of paper records/signatures from drug makers and other FDA-regulated industries. Archive also allows users to collect and store raw data from laboratory instruments and retrieve the data on demand by FDA inspection teams. VP Office allows lab users to work directly with data from laboratory instruments using Microsoft Office’s Word and Excel products. NuGenesis was founded in 1997. In 1999, NuGenesis was still a start-up company that had one viable product, UNIFY & VISION (UV), an efficiency tool that performed the same function as VP Office. NuGenesis executives wanted to present the company to underwriters and potential investors as a two-product software company. They approached Kelly about developing and selling Archive and VP Office. NuGenesis represented to Kelly that it was well qualified and had sufficient financial, personnel, sales, and technical resources. Kelly asserts in his Complaint that NuGenesis lacked these resources to develop and sell Archive or VP Office. NuGenesis, […]

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Posted by Massachusetts Legal Resources - October 4, 2017 at 7:04 pm

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