Posts tagged "Petrucci"

Petrucci v. Esdaille, et al. (Lawyers Weekly No. 09-047-17)

1 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT SUCV2016-03998-BLS2 DANIEL P. PETRUCCI, Plaintiff vs. CHARLES ESDAILLE, CHRISTOPHER HAYES, DUNCAN MCINTYRE, and ALTENEX, LLC Defendants MEMORANDUM OF DECISION AND ORDER ON DEFENDANT ALTENEX, LLC’S MOTION TO DISMISS COUNT VII This case arises from business dealings among four people who formed a company called Market Maker Solutions, LLC (MMS), a business venture intended to utilize information technology in the area of renewable energy and carbon emissions abatement. Plaintiff Daniel Petrucci and defendants Charles Esdaile and Christopher Hayes each owned 30 percent of MMS; defendant Duncan McIntyre owned the remainder. The Second Amended Complaint (the Complaint) alleges that, after extracting from Petrucci his knowledge and expertise, the defendants froze him out by falsely telling him that MMS was worthless, dissolving the company, and then transferring MMS’s assets to a new entity, which ultimately became the defendant Altenex, LLC (Altenex). On July 1, 2017, this Court (Salinger, J.) dismissed the 93A claim asserted against the three individual defendants, concluding that it arose from an intra-corporate dispute to which Chapter 93A does not apply. The case is now before the Court on Altenex’s Motion to Dismiss the 93A claim against it. This Court concludes that the Motion must be ALLOWED, essentially for the same reasons articulated by Judge Salinger. 2 Count VII of the Complaint is brought pursuant to G.L.c. 93A § 11, which requires that both the plaintiff and the defendant be engaged in the conduct of “trade or commerce.” “It is well established that disputes between parties in the same venture do not fall within the scope of G.L.c. 93A section 11.” Szalla v. Locke, 421 448, 451 (1995) and cases cited therein. “’Intra-enterprise’ disputes, including those…between or among fellow shareholders are essentially private in nature, and thus not considered ‘commercial transactions’ within the meaning of c. 93A.” Selmark Associates, Inc. v. Ehrlich, 467 Mass. 525, 549 (2014), quoting Milliken & Co., v. Duro Textiles, LLC, 451 Mass. 547, 563 (2008). It was for this reason that Judge Salinger dismissed the 93A claim against the three individual defendants. Plaintiff argues that, because Altenex is a separate and distinct entity, there was no “intramural relationship” between him and Altenex, putting the claim against Altenex on a different footing. This Court disagrees. Count VII alleges that Altenex is “vicariously liable” for the unfair and deceptive acts and practices of the individual defendants and itself engaged in unfair and deceptive conduct. But the wrongdoing described in the Complaint is based entirely on the conduct of the individual defendants at a time when they, together with Petrucci, were members of MMS: they misrepresented its value, then transferred its assets and misappropriated property jointly owned with Petrucci, thus […]

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Posted by Massachusetts Legal Resources - December 7, 2017 at 5:56 pm

Categories: News   Tags: , , , ,

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

Categories: News   Tags: , , , ,