Roger v. Centerline Holding Company, et al. (Lawyers Weekly No. 12-020-17)
1 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT CIVIL ACTION NO. 2015-01120 BLS1 STEPHEN D. ROGER vs. CENTERLINE HOLDING COMPANY and CENTERLINE GP HOLDINGS LLC, CENTERLINE GP DISPOSTIONS LLC, CCL ACQUISTIONS II LLC, and CCL DISPOSITIONS II LLC, Nominal Defendants MEMORANDUM OF DECISION AND ORDER ON THE PLAINTIFF’S MOTION FOR SUMMARY JUDGMENT In this action, the plaintiff, Stephen D. Roger, seeks a declaratory judgment concerning his rights under two limited liability company agreements (the Agreement[s]) governing two Delaware limited liability companies: nominal defendants Centerline GP Holdings LLC and Centerline GP Dispositions LLC ( respectively, GP Holdings and GP Dispositions, or, collectively, the GP companies). The GP companies each have two members: Roger and defendant Centerline Holding Company (CHC); Roger and CHC each hold a 50% interest in each of the companies.1 As relevant to this litigation, the Agreements are identical. Roger seeks a declaration that, under the Agreements, (i) management decisions require the vote of both members and (ii) he has a right to access to all of the GP companies’ records necessary to exercise his management rights. 1It is not apparent why CCL Acquisitions II LLC and CCL Dispositions II LLC are parties to this action and no relief is ordered with respect to them. 2 PROCEDURAL ISSUES AND RELATED LITIGATION This case is before the court on Roger’s motion for summary judgment. CHC has filed an opposition to that motion and also a motion under Mass.R.Civ.P. 56(f) in which it asserts that: “this case remains in its early stages, and much work remains to be done before summary adjudication is remotely appropriate . . . the parties have not yet deposed any of the more than 12 witnesses that they have collectively identified as having knowledge material to the dispute. . . .” The court disagrees. First, it may be noted that this case was filed on April 16, 2015; on August 15, 2016, the court entered a scheduling order (jointly proposed by the parties) which called for fact discovery to be completed by March 31, 2017; to date, neither party has taken any depositions; and, notably, CHC elected not to take any discovery in the three months and one half months that passed between the date the summary judgment motion was served on it and the date of the hearing on that motion. The Rule 56(f) motion might have been more convincing if it had been supported by discovery demonstrating that material, disputed facts existed. The court finds that, as the case has developed, the issues presented by the Amended Complaint (the Complaint) can be resolved based upon a few clearly undisputed facts and a review of the Agreements. The controlling question raised by the Complaint is […]