Posts tagged "Babcock"

Balles v. Babcock Power Inc. (Lawyers Weekly No. 10-039-17)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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   SJC-12112   ERIC N. BALLES  vs.  BABCOCK POWER INC.       Middlesex.     November 8, 2016. – March 6, 2017.   Present:  Gants, C.J., Botsford, Lenk, Hines, Gaziano, Lowy, & Budd, JJ.     Executive.  Employment, Termination.  Corporation, Stockholder, Close corporation, Liability of officers.  Contract, Employment, Performance and breach.  Fiduciary.       Civil action commenced in the Superior Court Department on December 21, 2010.   The case was heard by Douglas H. Wilkins, J.   The Supreme Judicial Court granted an application for direct appellate review.     Mark C. Fleming (Jonathan A. Cox also present) for the defendant. Thomas J. Carey, Jr. (Jody L. Newman also present) for the plaintiff. Ben Robbins & Martin J. Newhouse, for New England Legal Foundation, amicus curiae, submitted a brief.     Lenk, J.  The dispute before us chiefly concerns the meaning and application of the stockholders’ agreement between a company, Babcock Power Inc. (Babcock or company), and its former executive, Eric N. Balles.  To a lesser extent, it also concerns the separate employment agreement between the two. Babcock terminated Balles’s employment when it discovered that he was engaged in an ongoing extramarital affair with a young female subordinate.  Babcock’s board of directors (board) subsequently concluded that Balles had been terminated “for cause” under the terms of his stockholders’ agreement with the company, thereby allowing the board to repurchase his stock at a minimal price.  The board withheld subsequent dividends, amounting to approximately $ 900,000 in total, and refused to pay Balles any severance. Years of litigation followed, with Balles seeking declaratory relief to the effect that the stock be returned to him, along with the withheld dividends.  Babcock responded with counterclaims on various grounds.  Following a bifurcated trial, a Superior Court jury rejected Babcock’s counterclaims, and although Balles prevailed at a jury-waived trial on his claim for declaratory relief, a portion of his prior salary was subjected to equitable forfeiture and he was unsuccessful in his bid to receive severance pay.  Babcock appealed from the judgment at the jury-waived trial, and we allowed its application for direct appellate review.  We affirm.[1] Background.  We recite the facts found by the trial judge, which the parties acknowledged at oral argument they do not challenge.  We have supplemented those findings by reference to facts in the record that the parties do not dispute. Stockholders’ agreement […]

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Posted by Massachusetts Legal Resources - March 7, 2017 at 6:12 am

Categories: News   Tags: , , , , , ,

Bank of America, N.A., et al. v. Babcock, et al. (Lawyers Weekly No. 10-176-14)

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; SJCReporter@sjc.state.ma.us   SJC-11651   BANK OF AMERICA, N.A. & another,[1] trustees,[2]  vs. VICTORIA BABCOCK & others.[3] October 28, 2014. Trust, Taxation.  Taxation, Marital deduction.  Practice, Civil, Declaratory proceeding.      The trustees of the Indenture of Trust of Hollis W. Plimpton, Jr., dated June 24, 1964, as amended, also known as the Hollis W. Plimpton, Jr. Family Trust (trust), filed a complaint in the county court, pursuant to G. L. c. 231A, seeking a declaration that the trust as drafted correctly expresses the intent of Hollis W. Plimpton, Jr. (settlor) that his estate be eligible to obtain the optimal benefit of allowable Federal and State estate tax marital deductions.[4]  Alternatively, the trustees seek an order rewording a portion of the trust to ensure that it accomplishes the settlor’s intent, pursuant to G. L. c. 215, § 6.  A single justice of this court reserved and reported the case to the full court.   Litigants have sought reformation of trusts, and judicial declarations of rights in will and trust cases, from this court in a variety of situations under the Bosch rubric.  See Commissioner of Internal Revenue v. Estate of Bosch, 387 U.S. 456 (1967).  The cases raise issues of State law, which the parties have asked us to resolve because of their Federal tax implications.  See Walker v. Walker, 433 Mass. 581, 582 (2001); Kirchick v. Guerry, 429 Mass. 215, 217 (1999) (court decides State law issues in Bosch cases, not Federal law issues).  “We have decided [such] cases . . . not only when the parties have been actively engaged in disputes with the Internal Revenue Service, but also, on occasion, when the parties have sought decisions that would enable them to plan their estates correctly and to prepare effectively for future tax consequences.”  Walker v. Walker, supra at 582-583 (2001).  See Shawmut Bank, N.A. v. Buckley, 422 Mass. 706, 709-710 (1996); Billings v. Fowler, 361 Mass. 230, 233-234 (1972).  In the latter category, our cases have involved situations where there is a clear mistake in the drafting or some real uncertainty about the meaning of an instrument that would lead inevitably to adverse tax consequences in the future.  See, e.g., Hillman v. Hillman, 433 Mass. 590 (2001).  See also Linehan v. Linehan, 453 Mass. 1017, 1018 (2009), and cases cited.   These features are noticeably absent from the case before us.  There is […]

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Posted by Massachusetts Legal Resources - October 29, 2014 at 2:25 am

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