Silverwood Partners, LLC v. Wellness Partners, LLC (Lawyers Weekly No. 11-096-17)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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-1174 Appeals Court SILVERWOOD PARTNERS, LLC vs. WELLNESS PARTNERS, LLC.[1] No. 16-P-1174. Middlesex. May 9, 2017. – July 25, 2017. Present: Agnes, Massing, & Lemire, JJ. Financial Institution. Arbitration, Stay of judicial proceedings. Contract, Arbitration. Practice, Civil, Motion to dismiss. Estoppel. Securities, Registration of broker-dealer. Civil action commenced in the Superior Court Department on November 4, 2015. A motion to dismiss was heard by Elizabeth M. Fahey, J. Michael Paris for the plaintiff. Christopher Robertson for the defendant. MASSING, J. In this appeal we consider whether the doctrine of equitable estoppel bars the plaintiff corporation, which agreed to arbitrate its claims against the two principals of the defendant corporation, from litigating nearly identical claims against the defendant corporation itself. In the circumstances of this case, we hold that it does. Background. The plaintiff, Silverwood Partners, LLC (Silverwood), initiated this lawsuit alleging that its former employees, Nicolas McCoy and Michael Burgmaier, breached their contractual and fiduciary duties by secretly creating a competing firm — the defendant Wellness Partners, LLC, doing business as Whipstitch Capital (Whipstitch) — stealing Silverwood’s clients, converting Silverwood’s property, and diverting Silverwood’s business opportunities to Whipstitch. Silverwood, a broker-dealer registered with the Securities and Exchange Commission (SEC), is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). McCoy and Burgmaier are registered with FINRA and, as senior executives with Silverwood, had the status of FINRA “associated persons.” Whipstitch is not a member of FINRA. Silverwood’s original complaint named McCoy, Burgmaier, and Whipstitch as defendants.[2] The three codefendants filed a motion to dismiss, or in the alternative to stay the proceedings, on the ground that Silverwood’s claims fell within the scope of FINRA’s mandatory arbitration provision, which governed McCoy’s and Burgmaier’s relationship with Silverwood. In response, Silverwood filed a first amended complaint in which it dropped McCoy and Burgmaier as parties, leaving Whipstitch as the sole defendant.[3] Whipstitch filed a renewed motion to dismiss or stay, maintaining that Silverwood was equitably estopped from proceeding against Whipstitch outside of arbitration. A Superior Court judge allowed Whipstitch’s motion to dismiss on the ground that “the entire matter is required to be arbitrated.”[4] According to the allegations in Silverwood’s amended complaint, McCoy’s and Burgmaier’s employment relationship with Silverwood was governed by Silverwood’s “Supervisory Procedures and Compliance Manual,” […]
Stemgent, Inc. v. Orion Equity Partners, et al. (Lawyers Weekly No. 12-176-16)
1 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT SUCV2013-2212-BLS2 STEMGENT, INC., Plaintiff vs. ORION EQUITY PARTNERS, ORION EQUITY PARTNERS, LLC and MARK CARTHY, Defendants FINDINGS OF FACT, RULINGS OF LAW AND ORDER OF JUDGMENT This case arises from events leading up to plaintiff Stemgent Inc.’s acquisition of another company, Asterand. The defendant Mark Carthy through Orion Equity Partners (Orion) was one of the competing bidders for Asterand’s business.1 Stemgent brought this lawsuit alleging that Carthy tortiously interfered with an exclusive negotiation agreement between Stemgent and Asterand and that as a result of Carthy’s improper conduct, Stemgent was forced to pay a higher price for Asterand’s assets than it would have without such interference. Stemgent alleges that this conduct also constituted an unfair and deceptive business practice in violation of Chapter 93A. The case came before this Court for jury waived trial in October 2016. This Court concludes that judgment should enter for the defendants, the plaintiff having failed to prove that Carthy had an improper motive or used improper means in connection with his competing bid. 1 Because Carthy and Orion are one and the same, and Orion did not become a limited liability company until after events in this case, this Court sees no reason to distinguish between the three defendants and will refer only to Carthy. 2 FINDINGS OF FACT Asterand is a leading provider to scientists of high quality human tissue and tissue based research solutions. At the time of events in this case, it had two parts to its business, one located in Detroit, Michigan where human tissue was collected, stored, and prepared for shipping (the Tissue Business) and a second research arm located in the United Kingdom known as Bioseek. In 2011, Asterand received notices of default on $ 9 million of debt to two secured lenders. With insufficient funds to pay off the debt, Asterand made a decision to sell its assets. Initially, it sought to sell both parts of its business, then elected to sell each part separately on parallel tracks. To assist it in the sale, Asterand engaged Covington Associates (Covington), a Boston based investment banking firm. Steven Mermelstein was the Covington employee assigned to Asterand, although its managing director Chris Covington also played a role. On January 8, 2012, Covington sent out an instruction letter to potential bidders that outlined the bidding process. Among other things, the letter instructed bidders not to contact Asterand or its affiliates directly but to work through Covington. One of the potential bidders receiving this letter was the defendant Mark Carthy. Carthy had worked in various corporate positions before ending up at Oxford Biosciences (Oxford) in 2000. There, Carthy was involved in making venture capital investments […]
Halbach, et al. v. Normandy Real Estate Partners, et al. (Lawyers Weekly No. 11-165-16)
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 15-P-1500 Appeals Court ERIC HALBACH & another[1] vs. NORMANDY REAL ESTATE PARTNERS & others.[2] No. 15-P-1500. Suffolk. September 12, 2016. – November 18, 2016. Present: Kafker, C.J., Milkey, & Blake, JJ. Practice, Civil, Summary judgment. Negligence, One owning or controlling real estate, Use of way, Duty to prevent harm, Pedestrian. Way, Public: defect. Civil action commenced in the Superior Court Department on February 17, 2012. The case was heard by Robert L. Ullmann, J., on a motion for summary judgment. Michael B. Bogdanow (John J. Carroll, Jr., with him) for the plaintiffs. Matthew Kirouac for the defendants. BLAKE, J. Plaintiff Eric Halbach (Halbach) suffered serious injuries when he fell as a result of uneven pavement on a public sidewalk adjacent to a commercial building owned by defendant 100 & 200 Clarendon Street, LLC (Clarendon), and operated, leased, and maintained by one or more of the remaining defendants (collectively, Normandy). Halbach and his wife, Kathleen Halbach, subsequently filed a complaint alleging that the defendants had a duty to either repair the sidewalk or warn pedestrians and the city of Boston (city) of the hazard. Concluding that no such duty exists, a judge of the Superior Court allowed the defendants’ motion for summary judgment. We agree, and affirm. Background. The following undisputed facts are taken from the summary judgment record. On June 4, 2009, Halbach was walking on Clarendon Street in the city, near the John Hancock garage (garage). He tripped and fell on uneven payment on a part of the sidewalk directly adjacent to the garage, sustaining significant injuries as a result.[3] The sidewalk where Halbach fell is owned by the city. At the time of the fall, the commercial property adjacent to the sidewalk was owned by Clarendon and maintained by Normandy. After the incident, Normandy hired a company to grind down the uneven payment at a cost of $ 798. On February 17, 2012, the plaintiffs filed a complaint in the Superior Court, which was amended on October 4, 2013. The amended complaint alleges that the defendants were negligent in their “ownership, control, maintenance and/or inspection” of the sidewalk adjacent to the garage by their “failure to ensure a safe pedestrian walkway” and their “failure to keep the area of the walkway free from defects and conditions […]
Partners Donates $1M to One Fund
As ambulances screamed away from the finish line Monday, they carried many of the injured to hospitals operated by Partners HealthCare, including Mass General and Brigham and Women’s Hospital. Partner’s President and CEO Gary L. Gottlieb told workers today that the company will continue its efforts with a $ 1 million donation to One Fund Boston. “We are making this commitment on behalf of and in honor and recognition of every one of our 60,600 men and women who give every moment of every day to support our mission of caring for our patients and their families,” wrote Gottlieb Monday in an email to all Partners employees. “Every one of our employees is a member of this community. So let us take this opportunity to stand together to say we will be there to help.” In the email, Gottlieb thanked the doctors and nurses who have worked tirelessly over the past week. “We know of the extraordinary and immediate response of our doctors, nurses, care teams and the staffs at our hospitals who provided life saving support to the wounded and who will continue to deliver much needed care in the weeks and months ahead. All of our training and preparation for horrific events like this have been widely praised. Even the President made mention of it on his visit to Boston last week,” he wrote. One Fund Boston was established by Mayor Thomas Menino and Governor Deval Patrick as a fund to help the victims of the Marathon bombings. In it’s first day alone, the fund raised over $ 7 million to help defray medical costs for the injured. Click on the donate button above if you would like to give to One Fund Boston. South End Patch