Turner v. Cheffers, et al. (Lawyers Weekly No. 09-064-17)
COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss SUPERIOR COURT CIVIL ACTION 2017-00210-BLS2 EDWARD S. TURNER, individually and as a designee of shareholders comprising more than 15% of issued and outstanding shares of IVES Group, Inc., a Nevada Corporation vs. MARK L. CHEFFERS and CHRISTINE M. RENDA MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON COUNTS III, IV, AND V Plaintiff Edward S. Turner, a minority shareholder of IVES Group, Inc. (IVES), brings this action individually and as designee of certain other minority shareholders against defendants Mark Cheffers and Christine Renda, both of whom are directors and shareholders of IVES. IVES is a closely-held Nevada corporation. Turner alleges that Cheffers and Renda engaged in transactions that diverted certain corporate assets and opportunities to themselves. He further alleges that Cheffers removed him from the IVES Board of Directors and terminated his employment with IVES in retaliation for seeking information related to the value of his investment and his efforts to improve the company’s corporate governance procedures. The defendants now seek summary judgment on Counts III, IV, and V of Turner’s Complaint, each of which is based on the alleged diversion of corporate assets and opportunities. Specifically, defendants contend that these claims are derivative under Nevada law, and that the shareholders have since voted to terminate those claims. For the reasons that follow, this Court concludes that the Motion must be Allowed. BACKGROUND The relevant facts in the summary judgment record are as follows. In May 2000, Cheffers and Turner founded IVES, a closely-held corporation, and incorporated the company in Nevada. Cheffers became the company’s President and Treasurer, while Turner became its Chief Information Officer and later it’s Chief Technology Officer. Renda became IVES’s Chief Administrative Officer (CAO) and later its General Counsel. Each of them is presently an IVES shareholder along with Michael Nohrden, Joseph Cyr, Joseph Keufler, Donald Whalen, Jeffrey Bourassa, and Turner’s wife and children. Cheffers is by far the company’s largest shareholder, owning 53.6156% of all outstanding shares. The next largest shareholder is Nohrden, who owns 14.0200% of all outstanding shares. In 2007, Cheffers founded Allen David Press, Inc. (ADP) and IVES began a business relationship with the company soon thereafter. This relationship was reduced to writing in a Memorandum of Understanding dated September 15, 2010 (the 2010 MOU) pursuant to which IVES agreed to “license ADP content, corporate positioning and its independence abilities on a retainer basis totaling up to $ 10,000 a month.” The MOU also provided, however, that the extent to which compensation would be actually paid depended on whether IVES had sufficient funds. Renda was the President of ADP at the time IVES […]