Taylor v. Moskow, et al. (Lawyers Weekly No. 12-030-17)
1 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT CA No. 15-3649-BLS1 JANE E. TAYLOR, Trustee and Beneficiary of the Jane E. Taylor GST Exempt Trust and the Jane E. Taylor Non-Exempt Trust Derivatively on behalf of COOLIDGE PROPERTIES, LLC and STEARNWOOD PROPERTIES, LLC vs. JAMES M. MOSKOW, and others MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS’ MOTION FOR ATTORNEYS’ FEES, COSTS, AND EXPENSES This case is before the court on the defendants’ motion for attorneys’ fees, costs, and expenses under G.L. c. 231, § 6F and G.L. c. 156C, § 57. It follows the court’s order dismissing the case, under M.R.Civ.P 56, because it was clear, on the undisputed facts, that the case was filed well after the expiration of the three year statute of limitations governing claims for breach of fiduciary duty. The untimeliness of this action is explained in two prior decisions: (1) the summary judgment decision entered on June 10, 2016 and (2) an earlier decision, entered on February 5, 2016, in which the court dismissed the plaintiff’s complaint with leave to replead, if the plaintiff could address the shortcomings in her complaint after adequate investigation and in good faith. As described in greater detail in the two prior decisions, this litigation is, in essence, a dispute between Jane Taylor and her brother James Moskow. The parties’ grandfather acquired two apartment buildings in Brookline which were owned, during the period relevant to this case, 2 by two limited liability companies: Coolidge Properties, LLC and Stearnwood Properties, LLC (the LLCs). Taylor and Moscow came to own interests in these LLCs, over time, both directly and through trusts. Moscow, for some period, was the manager of the LLCs. As expressly permitted by their operating agreements, the LLCs contracted with companies that Moscow owned to provide property management and leasing services. Taylor has, apparently for many years, believed that Moscow’s companies were paid too much for services that they provided to the LLCs; although, the complaints and amended complaints filed in this case never actually allege the basis for Taylor’s belief that payments to Moscow’s companies were not at market rates. As noted in the prior decisions, this case represents the fourth time that Taylor has sued Moscow over these payments. The prior three cases were filed in Federal Court. All were dismissed because Taylor was suing individually for claims that could only be asserted derivatively on behalf of the LLCs. When the Federal Court litigation was unsuccessful, she filed this case on July 6, 2015; in it she purports to assert her claims derivatively on behalf of the LLCs. The defendants moved to dismiss on a variety of grounds. Oral argument on that motion was convened on February 3, […]
Burns v. Taylor, et al. (Lawyers Weekly No. 12-018-17)
COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss.SUPERIOR COURT CIVILACTION 2015-00719-BLS1 CHRISTOPHER E. BURNS HUGH R. TAYLOR and LISA FRANKS MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT In early 2014, plaintiff Christopher Burns and defendants Hugh Taylorand Lisa Franks formed an investment advisory firm which they called Taylor Wealth Management Partners. Although they planned on entering into a formal written agreement that would define the terms of their business arrangement, they began their joint enterprise before they had agreed upon all of the terms and memorialized their agreement in a written contract. By December 2014, terms of their agreement were still being debated, theparties’ relationship hadsoured,and Taylor, with Franks’ consent and assistance, told Burns that he must leave the firm. Aggrieved by the termination, Burns filedthis action against Taylor and Franks, alleging that their actions constituted a breach of contract and a breach of fiduciary duty. The matter is now before the court on the defendants’ motion for summary judgment. For the reasons that follow, the motion is ALLOWED,in part,and DENIED,in part. BACKGROUND At some point in 2013, Taylor left the investment advisory firm that he had foundedmany years before.He discussed withBurns and Franks a plan to form anew investment advisory firm 2 in which they would each be partners. Burns and Franks agreed to participate in Taylor’s new venture. Although Taylor initially recommended that the firm name include each of their last names, the parties eventually decided to call the firm Taylor Wealth Management Partners (TWMP). Taylor contributed the capitalnecessaryto start the firm and succeeded in bringing many ofhis former clientsto the new firm. Franks and Burns contributed no capital. The record is not clear as to whether they brought any clients to the new firm, but certainly the vast majority of the clients had pre-existing relationships with Taylor. Taylor, Burns, and Frank hired Attorney Kim Taylor to assist them in organizingthe firm; in particular,drafting an agreement to govern the parties’ business relationship. Attorney Taylor, then askedAttorney Scott Pinarchick to provide tax adviceto the group. On January 13, 2016, Attorney Taylor filed a certificate of organization with the Secretary of the Commonwealth establishinga limited liability companyto beknown as Taylor Wealth Management Partners, LLC.1 The certificate listed Taylor as the managerand resident agent, and made no reference to Burns or Franks. Approximately two weeks later, Attorney Taylor drafted a preliminary summary term sheet for the LLC. The draft was titled “Summary of Terms –Taylor Wealth Management LLC” and bore the legend“FOR DISCUSSION PURPOSES ONLY.” It contained provisions governing capital investments, distributions, compensation, buyout obligations, decision-making authority, and terminations. 1 Although not in the summary judgment record, the court takes judicial notice of the certificate of organization because […]
Taylor, et al. v. Martha’s Vineyard Land Bank Commission (Lawyers Weekly No. 10-162-16)
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 SJC-11963 HUGH C. TAYLOR, trustee,[1] & others[2] vs. MARTHA’S VINEYARD LAND BANK COMMISSION. Suffolk. March 8, 2016. – October 11, 2016. Present: Gants, C.J., Spina, Cordy, Duffly, Lenk, & Hines, JJ.[3] Easement. Real Property, Easement. Martha’s Vineyard Land Bank Commission. Civil action commenced in the Land Court Department on June 9, 2010. A motion for summary judgment was heard by Alexander H. Sands, III, J., and the remaining issues were also heard by him. The Supreme Judicial Court granted an application for direct appellate review. Diane C. Tillotson for the defendant. Gordon M. Orloff for the plaintiffs. Jeffrey T. Angley & Nicholas P. Shapiro, for Roma III, Ltd., amicus curiae, submitted a brief. Greg D. Peterson, Mark S. Furman, & Matthew S. Furman, for Sarah A. Kent, amicus curiae, submitted a brief. LENK, J. The defendant, Martha’s Vineyard Land Bank Commission, owns and manages a nature preserve on the western edge of Martha’s Vineyard. The preserve is comprised of various parcels of land that the defendant purchased in the 1990s. In 2010, the defendant created a hiking trail through the preserve, which it planned to open to the public. The trail began on a main road, crossed over the grounds of an inn owned by the plaintiffs via a forty-foot wide easement, proceeded from there across three parcels of the defendant’s land for whose benefit the easement was created, and then entered a fourth parcel, also owned by the defendant, that was not intended to benefit from the easement. The plaintiffs filed an action in the Land Court to prevent the defendant from using the easement as part of the hiking trail. They argued, among other things, that it was improper, pursuant to Murphy v. Mart Realty of Brockton, Inc., 348 Mass. 675 (1965), for the trail to cross over the easement and then continue onto the fourth parcel, given that the easement was not intended to serve that parcel. On this basis, a judge of the Land Court granted partial summary judgment for the plaintiffs. Following a bench trial, at which certain remaining issues were resolved in the defendant’s favor, the defendant appealed from the grant of partial summary judgment, and we allowed its application for direct appellate review.[4] The defendant contends that the bright-line rule […]
Commonwealth v. Taylor (Lawyers Weekly No. 10-151-14)
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-11398 COMMONWEALTH vs. RODRICK JAMES TAYLOR. Suffolk. December 5, 2013. – August 29, 2014. Present: Ireland, C.J., Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ.[1] Homicide. Constitutional Law, Speedy trial. Practice, Criminal, Dismissal, Speedy trial, Discovery, Waiver, Argument by prosecutor. Indictment found and returned in the Superior Court Department on July 28, 2006. A motion to dismiss for lack of speedy trial was heard by Stephen E. Neel, J., and the case was tried before him; a motion for postconviction relief, filed on April 28, 2011, was heard by Diane M. Kottmyer, J. After review by the Appeals Court, the Supreme Judicial Court granted leave to obtain further appellate review. Chauncey B. Wood (John Swomley with him) for the defendant. Sarah H. Montgomery & Kathleen Celio, Assistant District Attorneys (Edmond J. Zabin, Assistant District Attorney, with them) for the Commonwealth. Benjamin H. Keehn, Committee for Public Counsel Services, for Committee for Public Counsel Services, amicus curiae, submitted a brief. William M. Jay, of the District of Columbia, Paul F. Ware, Jr., Joshua M. Daniels, & Kevin P. Martin, for Boston Bar Association, amicus curiae, submitted a brief. LENK, J. The defendant appeals from his conviction of murder in the second degree. He maintains both that a Superior Court judge erred in denying his motion to dismiss for lack of a speedy trial pursuant to Mass. R. Crim. P. 36 (b), as amended, 422 Mass. 1503 (1996), and that errors in the prosecutor’s closing argument require reversal. As to the speedy trial claim, the judge did not abuse his discretion in denying the defendant’s motion to dismiss under Mass. R. Crim. P. 36, 378 Mass. 909 (1979) (rule 36). A total of 614 calendar days had elapsed between the defendant’s arraignment and the filing of his motion to dismiss, which tolled the running of time in which the defendant’s trial must have commenced. See Barry v. Commonwealth, 390 Mass. 285, 294 (1983). However, the Commonwealth met its burden of showing that at least 249 days were excludable from the speedy trial calculation, and that the defendant accordingly had been brought to trial within the requisite one-year period under rule 36.[2] Because the defendant acquiesced in certain delays, failed to object to every continuance sought by the Commonwealth, did not press a motion under Mass. […]
Taylor Street ‘Stop Work’ Order Lifted, East Wall to Be Rebuilt
The construction at 8-10 Taylor Street will go on, decided the South End Landmarks Commission on Tuesday night. The wooden home is only one of two in the South End. It has faced controversy in the neighborhood since construction started several weeks ago, had its stop work order lifted after the commission’s review. The stop work order had been imposed due to the homeowner and contractor’s decision to take down an extra wall during the demolition process. That demolished east wall will be rebuilt based on preservation’s standards, the commission decided. “The mistake was that you didn’t call when the wall had to come down,” said commission chair Christie Gamp. “I can’t believe knowing the contentiousness of this project and the neighbors that that didn’t happen… It’s unbelievable for the neighbors and all we’ve worked for and to feel like we’re blindsided,” said Christie Gamp. Owner Ramy Rizkalla said his project had always intended to rebuild the home’s east wall. “The design wasn’t discussed very much because we were under the impression because it doesn’t give onto a public way, it’s not under the commission’s purview,” he said. “The rebuilding of that east wall was approved from a construction perspective… the wall was bowing, it was rotting, there was termite damage and it needed to be moved because of the fire code.” After some public testimony, the commission decided to lift the stop work order, pending a further review of plans to rebuild the home’s east wall up to the state’s preservation standards. “I don’t think there’s any benefit to anyone to delay the project longer,” said commission member John Freeman. “We don’t have the purview to impose fines or a moratorium, although that can be done through the legal process. I want to see this project built because I’m embarrassed, quite frankly,” he said. Neighbors in attendance agreed, noting that since the wall was already down, it was too late for a stop work order to hold any value. “I’d much rather look at a home rather than a huge pile of rubble and a shoddily held up wall,” said Taylor Street resident Kate Alessi. South End Historical Society Executive Director Hope Shannon noted at the meeting that she’s concerned that the front façade is also in danger of being demolished. “To ensure it lasts is extremely important,” she said. Several neighbors and the Landmarks Commission also suggested to the owner to make amends in the neighborhood by adding improvements to the property’s nearby park. For now, expect to see construction on the house resume in the next few days, and expect to see an update during the commission’s March […]
Week in Review: Taylor Street Controversy, Tree Removal on Tremont
The following were the top articles on South End Patch from Jan. 29 to Feb. 1st, 2013: Taylor Street Wooden House Renovations Blocked by Neighborhood The historic wooden house at 8-10 Taylor Street, built in 1899, was approved for renovations by all city agencies, but progress is currently stalled due to neighborhood concerns. Neighbors on Taylor St. House Demolition: Conditions Were Unsafe The original stop work order put on the 8-10 Taylor Street wooden house property was because of environmental and project concerns, neighbors say. Now, it’s related to an entirely different issue. Police Disrupt Alleged Drug Deal on Northampton Street Boston Police arrested a man for allegedly selling heroin on Northampton Street on Monday. Letter: Tree Removal on Tremont Street Comes as a Surprise A South End resident is looking for answers about 655 Tremont Street’s tree removal. Removed Tremont St. Trees Presented Public Safety Hazard, According to City After residents reached out to question why several large trees were removed from the Tremont/W.Brookline Street corner, the Boston Parks Department provided its reasoning. SOUTH END PATCH: Facebook | Twitter | E-mail Updates South End Patch
Neighbors on Taylor St. House Demolition: Conditions Were Unsafe
Imagine sitting in your home one morning and feeling the entire floor shake. That’s how Taylor Street resident Louane Hann was notified of the construction happening on her street last Tuesday. “I was working from home, and all of a sudden, I felt the earth move,” she said. “There was a guy with a backhoe and a guy with a hose, and they were ripping the house down.” Hann said neither she nor anyone else in the neighborhood was notified that construction would begin at the wooden house at 8-10 Taylor Street, and that it would involve demolition of the building. “We get notices about someone getting a roof deck you can’t even see half the time, and no one got a notice about this,” she said. “It’s unbelievable.” Couple the lack of notice with the complete surprise that the building, which neighbors thought had been approved for a renovation and addition, was being completely demolished. And the day of demolition left dust everywhere, debris on neighbors’ porches and properties, and even broke a window at a home next door, said nearby residents. “During the demolition I saw two kids standing outside watching, and I remember thinking, ‘Is it safe for those kids to be breathing that?” Hann said. “All of these old homes have lead in the paint,” she said. Neighbors said they called Boston’s Enviornmental Department to complain about the mess and to voice the worry that the old home contained lead paint that was now swirling through the air on their street. Through those calls to the city, the Landmarks Commission learned that an extra wall on the property was demolished that was not included in the project’s original plans, the home’s east wall. A stop work order was posted on Friday, Jan. 25th and the owner was asked to appear at a public meeting of the Landmarks Commission on Tuesday. By Monday, Jan. 28th, the project’s architect Scott Slarsky said the city’s Inspectional Services team had come through the site and determined there was no asbestos or lead paint, and lifted the stop work order due to the environmental concerns. But that still left a stop work order related to the site’s demolition of the property’s east wall. Property owner Ramy Rizkalla said contractors and inspectors found the east wall was bowing in, it was rotting, and there was termite damage, and a structural engineer ruled the wall was unsafe to leave on the property. Rizkalla said the decision to take down the wall was approved by the city’s Inspectional Services department. However, it is the Landmarks Commission that requested the hearing on Tuesday. “Though they aren’t going […]
Categories: Arrests Tags: Conditions, Demolition, house, Neighbors, Taylor, Unsafe, Were
Taylor Street Wooden House Renovations Blocked by Neighborhood
When Ramy Rizkalla bought his new home on Taylor Street, he knew it’d be a long road to renovation. That’s because the home, which he originally believed was built in the mid-1800s with original ornamentation and features and would be heavily protected by city agencies. That was before he found out most of what you see on the home today was built in the 1970s. “None of the windows, none of the ornamentation, none of the mouldings, none of it is original,” Rizkalla said. “All of that was added in the 70s and 80s.” And therein lies the solution — and the problem. The renovations, which were approved over an 18-month process through the Boston Redevelopment Authority, the Boston Landmarks Commission, and the South End Historical Society, were blocked this week due to neighborhood concerns. “That’s one of the biggest problems – there really is a substantial misunderstanding of what people are looking at, and what is truly historic,” Rizkalla said. “We have all the necessary approvals but I think there’s been a need for clarification.” Until the situation is resolved, the site will stay as a façade and a hole in the ground, a far cry from the owner’s original intentions. “I saw a tremendous amount of potential of what could be done,” Rizkalla said, who said the biggest reason for the full renovation of the property was his interest in contributing to the streetscape in Boston. “We really are great appreciators of architecture, and the opportunity to continue to integrate contemporary architectures with historic neighborhoods was so alluring to us,” he said. Renovation PlansThe original property is split into two properties, 8 Taylor St. and 10 Taylor St. 8 Taylor St. is the existing home and 10 Taylor St. is a parking space. According to Scott Slarsky, the project’s architect, the idea of the project is to make the home into a single family house, expanding from 2400 square feet to 3400 square feet, and preserve the only historically significant piece of the home, the house’s north elevation, he said. “It will be a gorgeous project,” Slarksy said. “The completed building will be the first wooden house built in the South End since 1899.” As for the new parts of the house, Slarsky said the new façade that will face Washington Park was closely researched and planned. “We worked really closely with the South End Landmarks Commission to have the rhythm and proportions of South End buildings,” he said. Next StepsRizkalla and Slarksy are now again working with the Landmarks Commission and the Boston Redevelopment authority to clarify the constructon plan to the neighborhood and continue construction on […]
Categories: Arrests Tags: Blocked, house, Neighborhood, Renovations, Street, Taylor, Wooden