Posts tagged "1004414"

Commonwealth v. Ehrlich (Lawyers Weekly No. 10-044-14)

NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.  If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA 02108-1750; (617) 557-1030;     SJC‑11333   SELMARK ASSOCIATES, INC.[1]  vs.  EVAN EHRLICH.     Worcester.     November 7, 2013.  ‑  March 14, 2014. Present:  Ireland, C.J., Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ.     Corporation, Close corporation, Board of directors, Stockholder.  Damages, Breach of fiduciary duty, Breach of contract.  Contract, Performance and breach.  Fiduciary.  Consumer Protection Act, Unfair or deceptive act, Availability of remedy, Transactions between partners, Employment.  Practice, Civil, Instructions to jury, Injunctive relief, Special questions to jury.  Injunction.  Employment, Termination.       Civil action commenced in the Superior Court Department on April 22, 2008.   The case was tried before John S. McCann, J., and motions for posttrial relief were heard by him.   The Supreme Judicial Court granted an application for direct appellate review.     Ronald W. Dunbar, Jr., for the plaintiffs. Robert D. Cohan for the defendant.     BOTSFORD, J.  This case is, like many, factually intense.  On appeal, however, the primary legal issues raised concern the duties fellow shareholders and directors of close corporations owe to each other in a context where contractual agreements exist defining in part their relationship; also raised are questions about damages. For the reasons discussed hereafter, we affirm the jury verdict in favor of Selmark Associates, Inc. (Selmark), and Marathon Sales, Ltd. (Marathon), on their breach of fiduciary duty claim against Evan Ehrlich.  We also affirm the verdict in favor of Ehrlich on his breach of fiduciary duty counterclaim against Selmark and David Elofson.  We conclude that, as the jury found, Ehrlich is entitled to recover on his breach of contract counterclaim, but we vacate the award of damages and remand the case to the Superior Court for a new trial on the issue of contractual damages.  Additionally, we conclude that Ehrlich is not entitled to recover under G. L. c. 93A, and his c. 93A counterclaim must be dismissed. 1.  Background.  What follows is a summary of the factual background of the case, taken from the evidence at trial.  We reserve for later discussion additional facts relevant to the issues raised on appeal.   Selmark and Marathon are both closely held Massachusetts corporations that operate as what the sales industry calls manufacturer’s representative companies.  Both provide outsourced sales support to companies manufacturing electronic components that lack their own sales staff; these manufacturers are Marathon’s and Selmark’s customers or “principals.”  Andrea […]


Posted by Massachusetts Legal Resources - March 15, 2014 at 7:10 am

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