Posts tagged "1206317"

Petrucci v. Esdaile, et al. (Lawyers Weekly No. 12-063-17)

COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT. 1684CV03998-BLS2 ____________________ DANIEL PETRUCCI v. CHARLES ESDAILE, CHRISTOPHER HAYES, DUNCAN McINTYRE, ALTENEX, LLC, and ALETENEX RENEWABLE CAPITAL, LLC ____________________ MEMORANDUM AND ORDER ON THE INDIVIDUAL DEFENDANTS’ MOTIONS TO DISMISS This lawsuit arises from business dealings among four people who formed a Delaware limited liability company called Market Maker Solutions LLC (“MMS”). Daniel Petrucci, Charles Esdaile, and Christopher Hayes each owned 30 percent of the company; Duncan McIntyre owned the remaining 10 percent. Petrucci’s claims arise from the dissolution of MMS and the alleged theft of intellectual property and usurpation of business opportunities belonging to MMS. In essence, Petrucci claims that the individual defendants froze him out by claiming that MMS had no value as a going concern and that its assets were worthless, dissolving MMS and transferring its assets to a new entity, and leveraging Petrucci’s contributions to MMS to develop a profitable new company in the same line of business that MMS had been pursuing. All the defendants served motions to dismiss Petrucci’s first amended complaint. Petrucci addressed the issues raised by the two corporate defendants by moving for leave to file a proposed second amended complaint. No party opposed that motion, so it has been allowed. The parties agree that the pending motions to dismiss filed by Esdaile, Hayes, and McIntyre should be treated as motions to dismiss the claims against them as restated in the second amended complaint. The Court concludes that none of the claims against the individual defendants is clearly time-barred, but that part of the contract claim, one of the two claims for breach of fiduciary duty, and the claim under G.L. c. 93A must be dismissed under Mass. R. Civ. P. 12(b)(6) for failure to state a claim upon which relief can be granted. The Court will allow the motions to dismiss as to those claims and deny them with respect to all other claims. – 2 – 1. Legal Standards. To survive a motion to dismiss under Rule 12(b)(6), a complaint must allege facts that, if true, would “plausibly suggest[] … an entitlement to relief.” Lopez v. Commonwealth, 463 Mass. 696, 701 (2012), quoting Iannacchino v. Ford Motor Co., 451 Mass. 623, 636 (2008), and Bell Atl. Corp. v. Twombly, 550 U.S. 544, 557 (2007). For the purpose of deciding the pending motions to dismiss, the Court must assume that the factual allegations in the complaint and any reasonable inferences that may be drawn in Plaintiff’s favor from the facts alleged are true. See Golchin v. Liberty Mut. Ins. Co., 460 Mass. 222, 223 (2011). In so doing, however, it must “look beyond the conclusory allegations in the complaint and focus on whether the factual […]

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Posted by Massachusetts Legal Resources - June 2, 2017 at 9:56 pm

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