Chambers, et al. v. Gold Medal Bakery, Inc., et al. (Lawyers Weekly No. 11-020-13)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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 11‑P‑281 Appeals Court MICHELE LeCOMTE CHAMBERS[1] & others[2] vs. GOLD MEDAL BAKERY, INC., & others.[3] No. 11‑P‑281. Bristol. October 1, 2012. ‑ February 5, 2013. Present: Cypher, Katzmann, & Milkey, JJ. Arbitration, Appeal of order compelling arbitration. Corporation, Close corporation. Contract, Arbitration, Construction of contract. Civil action commenced in the Superior Court Department on April 3, 2009. A motion to stay litigation and to compel arbitration was heard by Frances A. McIntyre, J. Brian A. Davis for Roland S. LeComte & another. Heidi A. Nadel (Kimberly Dean & Christopher R. O’Hara with her) for the plaintiffs. MILKEY, J. Defendant Gold Medal Bakery, Inc. (Gold Medal), is a large-scale bakery based in Fall River that supplies bread and other baked goods to supermarket chains throughout the northeast. It is a closely-held corporation whose ownership is split evenly between two branches of the LeComte family. The plaintiffs collectively own half of the shares, with the remaining half held by defendant Roland S. LeComte and his sister-in-law Florine LeComte (not a party). Roland S. and his son, defendant Brian R. LeComte, manage Gold Medal’s operations. The plaintiffs allege that Roland S. and Brian, together with others, committed a variety of corporate misdeeds. A subset of the defendants sought to compel arbitration of some of the underlying dispute and to stay the entire litigation pending resolution of the arbitration. A Superior Court judge denied their motion, ruling that the agreement under which the defendants had moved for arbitration was no longer of any force and effect. In this interlocutory appeal, see G. L. c. 251, § 18(a) (1), we affirm, albeit on different grounds. A. Background. 1. Early history. Gold Medal was founded in 1912 by Auguste LeComte. Auguste had two sons, Leonidas (Leo) and Roland A. (father of Roland S.). The plaintiffs trace their ownership interests to that of Leo, while Roland S. and Florine trace theirs to that of Roland A. Joined as a defendant is a second family business known as Bakery Products Corp. (Bakery Products). Bakery Products is involved in the distribution of Gold Medal’s products, and it receives commissions on such sales. From what appears in the record, the management of the two affiliated companies has been intertwined. 2. 1981 succession plans. By 1981, Roland A. had died, and […]