Posts tagged "1008315"

Vale v. Valchuis, et al. (Lawyers Weekly No. 10-083-15)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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;   SJC-11744   MICHAEL A. VALE  vs.  DAVID J. VALCHUIS & another.[1] Middlesex.     February 4, 2015. – May 22, 2015.   Present:  Gants, C.J., Spina, Cordy, Botsford, Duffly, Lenk, & Hines, JJ.     Corporation, Close corporation, Valuation of stock, Transfer of shares.  Massachusetts Arbitration Act.  Uniform Arbitration Act.  Arbitration, Appeal of order compelling arbitration, Arbitrable question.       Civil action commenced in the Superior Court Department on July 8, 2013.   A motion to compel arbitration was heard by Kenneth V. Desmond, Jr., J.   The Supreme Judicial Court granted an application for direct appellate review.     Euripides D. Dalmanieras (James W. Bucking with him) for New England Cleaning Services, Inc. Robert R. Berluti (Edward F. Whitesell, Jr., with him) for the plaintiff. Ben Robbins & Martin J. Newhouse, for New England Legal Foundation, amicus curiae, submitted a brief.     CORDY, J.  In this case we decide whether the valuation of stock, pursuant to a stock transfer restriction, is a proper subject for arbitration and, if so, whether and when a selling shareholder may terminate the arbitration process.  The transfer restriction in this case required the shareholder first to offer his stock to the company at his desired price, and then, if the company rejected it, to offer it at a price to be determined by arbitrators.  The plaintiff, Michael A. Vale, invoked this process by tendering an offer to the defendant, New England Cleaning Services, Inc. (NECS).  After doing so, however, he changed his mind regarding his desire to sell and sought to withdraw from the process of valuing his stock.  NECS moved to compel arbitration. A judge in the Superior Court denied the motion to compel, relying on the doctrine of Palmer v. Clark, 106 Mass. 373, 389 (1871), which distinguishes arbitration from appraisal.  The judge concluded that a mere disagreement over the value of stock was legally insufficient to give rise to arbitration.  On appeal, NECS argues that Palmer and its progeny were abrogated by G. L. c. 251, inserted by St. 1960, c. 374, § 1, as amended (Arbitration Act), which, among other things, provides that a written contract providing for the arbitration “of any existing controversy” is “valid, enforceable and irrevocable” except on grounds that exist for “the revocation of any contract.”  See G. L. c. 251, § 1. We conclude that the distinction between arbitration […]


Posted by Massachusetts Legal Resources - May 22, 2015 at 4:11 pm

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