Baker, et al. v. Wilmer Cutler Pickering Hale and Dorr LLP, et al. (Lawyers Weekly No. 11-094-17)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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 16-P-639 Appeals Court CHRISTIAN BAKER & others[1] vs. WILMER CUTLER PICKERING HALE AND DORR LLP & others.[2] No. 16-P-639. Suffolk. February 13, 2017. – July 21, 2017. Present: Kafker, C.J., Carhart, & Desmond, JJ.[3] Limited Liability Company. Fiduciary. Corporation, Stockholder, Close corporation. Attorney at Law, Fiduciary duty, Attorney-client relationship. Conspiracy. Consumer Protection Act, Trade or commerce. Practice, Civil, Motion to dismiss, Consumer protection case. Civil action commenced in the Superior Court Department on May 28, 2015. Motions to dismiss were heard by Kenneth W. Salinger, J. Dana Alan Curhan for the plaintiffs. Erin K. Higgins (Kathleen R. O’Toole also present) for Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP & another. Richard M. Zielinski for Wilmer Cutler Pickering Hale and Dorr LLP & another. KAFKER, C.J. Minority members of a Massachusetts limited liability company seek to hold the company’s attorneys liable for their involvement in an alleged “freeze-out” orchestrated by and on behalf of the majority members. According to the minority members, the majority members secretly retained the attorneys, one of whom is the daughter of a majority member, to, at least ostensibly, represent the closely held company. The attorneys then worked behind the scenes to assist the majority in merging the company with and into a newly created Delaware limited liability company, all for the purpose of eliminating significant protections afforded minority members under the Massachusetts company’s operating agreement. By the time the attorneys’ involvement came to light, the majority members had unfettered control of the resulting entity, with a new operating agreement that extinguished the minority’s rights to, among other things, participate in management, access the company’s records, and prevent dilution of their interests. The minority members, the plaintiffs in this action, responded by asserting claims against the attorneys and their respective law firms for breach of fiduciary duty, aiding and abetting tortious conduct, civil conspiracy, and violation of G. L. c. 93A. The matter now comes before this court for de novo review after a judge of the Superior Court, acting on motions filed by the defendants, dismissed the plaintiffs’ claims against the attorneys and their law firms for failure to state a claim upon which relief can be granted. See Mass.R.Civ.P. 12(b)(6), 365 Mass. 754 (1974). For the reasons discussed below, we reverse the […]