Posts tagged "Mirra"

Mirra, et al. v. Mirra, et al. (Lawyers Weekly No. 12-044-17)

COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT. 1484CV03857-BLS2 ____________________ LEONARD MIRRA and SANDRA CAPO, individually and derivatively on behalf of MIRRA CO., INC. v. NORINO MIRRA; MIRRA CO., INC.; CHRISTOPHER MIRRA; NATALIE WRIGHT; and ANTHONY MIRRA, JR. ____________________ MEMORANDUM AND ORDER ALLOWING MOTION BY NORINO MIRRA AND MIRRA CO. TO COMPEL PRODUCTION OF DOCUMENTS This lawsuit concerns a dispute among shareholders in a closely-held corporation known as Mirra Co., Inc. Plaintiffs Leonard Mirra (known as Lenny) and his sister Sandra Capo are minority shareholders. Their brother Anthony Mirra, Jr., is also a minority shareholder; he is named as a defendant only because he is a necessary party with respect to Plaintiffs’ claim challenging purported transfers of stock from Norino Mirra to his children Christopher Mirra and Natalie Wright. Defendants Norino Mirra and Mirra Co. have moved to compel production of 44 emails among Lenny, Sandra, their lawyer at Posternak Blankstein & Lund, and Anthony. Defendants argue that these emails are not privileged because they were shared with Anthony, who is not represented by Posternak. Plaintiffs argue that the emails are privileged because Anthony had and still has an implied attorney-client relationship with Posternak. The Court will ALLOW the motion to compel because it concludes, based on Anthony’s sworn deposition testimony, that Anthony never had any kind of attorney-client relationship with Posternak. Absent such a relationship, any privilege in the disputed emails was waived when Plaintiffs voluntarily shared them with Anthony. In re Adoption of Sherry, 435 Mass. 331, 336 (2001). As the party asserting the attorney-client privilege, Plaintiffs have “the burden of establishing that the privilege applies to the communications at issue.” Clair v. Clair, 464 Mass. 205, 215 (2013). “Generally, the attorney-client privilege protects only ‘confidential communications between a client and its attorney undertaken for the purpose of obtaining legal advice.’ ” DaRosa v. City of New Bedford, 471 Mass. – 2 – 446, 463 (2015), quoting Suffolk Constr. Co. v. Division of Capital Asset Mgmt., 449 Mass. 444, 448 (2007). It is undisputed that Anthony never had any express attorney-client relationship with Posternak. In 2010 Lenny, Sandra, and Anthony all met with Attorney Nicholas Nesgos of Posternak to discuss ongoing disputes with the majority shareholders in Mirra Co. (Defendants do not seek disclosure of anything said at that meeting.) Thereafter Lenny and Sandra hired Posternak to represent them. Anthony did not. He never signed an engagement letter with Posternak, never paid Posternak any money, never asked Posternak to represent him, and was never told that Posternak or Attorney Negros was representing him. Plaintiffs insist that Anthony nonetheless had an implied attorney-client relationship with Posternak. In an interesting twist, Anthony does not join in that argument and does not […]

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Posted by Massachusetts Legal Resources - April 26, 2017 at 10:38 pm

Categories: News   Tags: , , ,

Mirra, et al. v. Mirra, et al. (Lawyers Weekly No. 12-008-17)

COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT. 1484CV03857-BLS2 ____________________ LEONARD MIRRA and SANDRA CAPO, individually and derivatively on behalf of MIRRA CO., INC. v. NORINO MIRRA; MIRRA CO., INC.; CHRISTOPHER MIRRA; NATALIE WRIGHT; and ANTHONY MIRRA, JR. ____________________ MEMORANDUM AND ORDER ON DEFENDANTS’ MOTIONS FOR PARTIAL SUMMARY JUDGMENT Mirra Co., Inc., is a closely-held corporation. Leonard Mirra (known as Lenny) and his sister Sandra Capo are minority shareholders. Norino Mirra and his deceased brother Ralph Mirra together were the majority shareholders and ran the Company during the relevant period. Lenny and Sandra claim in Counts I to III of their second amended complaint that Norino (who is their grand uncle, because he was their father’s uncle) is liable to them personally for breach of fiduciary duty, breach of contract, and tortious interference with their advantageous relationships with the Company. Count IV seeks an accounting of all transactions between the Company and either Norino, Ralph, or entities they or their immediate family controlled. The pending motions for summary judgment concern Plaintiffs’ other claims. Count V seeks a declaration that Norino’s transfers of new shares of Company stock to his children Christopher Mirra and Natalie Wright violated stock transfer restrictions that were agreed to by Norino and all other shareholders. The Court will DENY Chris and Natalie’s motion for summary judgment on this claim, and instead order declaratory relief in favor of Lenny and Sandra, because the shareholders’ Redemption Agreement barred the challenged transfers. Count VI asserts a derivative claim on behalf of the Company alleging that Norino breached his fiduciary duties by usurping a corporate opportunity to develop the Longview apartments and by failing to pay the Company all it was reasonably owed for its work on and other contributions to the Longview project. The Court will ALLOW Norino’s motion for summary judgment on this claim because Plaintiffs lack standing to assert it. Lenny and Sandra do not meet the statutory requirement that derivative claims may only – 2 – be asserted on behalf of a corporation by someone who owned company stock at the time of the alleged wrongdoing. The undisputed facts show that Norino’s alleged breaches of fiduciary duty to the Company all took place before Lenny and Sandra acquired their Company stock. There is no evidence that Norino engaged in any continuing wrong thereafter. And there is no fraudulent concealment exception to the contemporaneous ownership requirement for asserting corporate derivative claims. 1. Count V—Transfer of Shares to Chris Mirra and Natalie Wright. 1.1. Undisputed Material Facts. Norino Mirra, Sr., founded the Mirra Co., Inc., in 1953. At first he was the sole owner of the Company. Over time Norino Sr. transferred a 20 percent ownership interest to his […]

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Posted by Massachusetts Legal Resources - February 2, 2017 at 12:21 am

Categories: News   Tags: , , ,