MacDonald v. Jenzabar, Inc., et al. (Lawyers Weekly No. 11-005-18)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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; SJCReporter@sjc.state.ma.us 17-P-45 Appeals Court ALAN MACDONALD vs. JENZABAR, INC., & others.[1] No. 17-P-45. Suffolk. October 10, 2017. – January 11, 2018. Present: Vuono, Meade, & Kinder, JJ. Employment, Termination, Severance agreement. Contract, Employment, Severance agreement, Release from liability, Performance and breach, Construction of contract. Release. Corporation, Stock. Civil action commenced in the Superior Court Department on August 17, 2012. The case was tried before Janet L. Sanders, J., and entry of judgment was ordered by her. Colin R. Hagan for the plaintiff. Michael D. Blanchard for the defendants. MEADE, J. Alan MacDonald initiated this action in the Superior Court against his former employer, Jenzabar, Inc. (Jenzabar), and four of its directors (directors) after a dispute arose over his rights to certain Jenzabar preferred shares and stock options granted during the course of his employment. Central to that dispute is the interpretation of a severance agreement MacDonald executed as he departed from Jenzabar (severance agreement). According to Jenzabar and the directors, all of MacDonald’s claims should be dismissed because the severance agreement, which contains a general release, is unambiguous and extinguished his rights to the preferred shares and stock options. MacDonald, in turn, maintains that the severance agreement is ambiguous and that extrinsic evidence, which Jenzabar chose not to dispute, establishes that the parties did not intend to so terminate his rights. After four years of litigation, both sides prevailed in part. Most of MacDonald’s claims, including all of those against the directors, were dismissed at various stages of the litigation for reasons unrelated to the interpretation of the severance agreement.[2] As to that central issue, a judge concluded, in rulings issued both prior to and after trial, that the severance agreement is unambiguous insofar as it extinguished MacDonald’s rights to the preferred shares, but is ambiguous regarding the stock options.[3] After Jenzabar preserved its appeal with respect to the interpretation of the contract and waived the right to argue that any ambiguities should be resolved in its favor, the same judge presided over a jury trial on the limited issue of liability for the stock options. At the conclusion of that trial, the jury returned a verdict finding Jenzabar liable for refusing to honor MacDonald’s initial exercise of 1,000 stock options, but not liable for failing to honor […]