Posts tagged "1101115"

Robert and Ardis James Foundation, et al. v. Meyers (Lawyers Weekly No. 11-011-15)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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; SJCReporter@sjc.state.ma.us   13-P-1169                                       Appeals Court   ROBERT AND ARDIS JAMES FOUNDATION & another[1]  vs.  DANIEL MAXWELL MEYERS. No. 13-P-1169. Suffolk.     March 14, 2014. – February 12, 2015.   Present:  Cohen, Graham, & Grainger, JJ. Contract, Implied covenant of good faith and fair dealing.  Damages, Breach of contract, Sale of stock.  Corporation, Stock.       Civil action commenced in the Superior Court Department on November 16, 2006.   After transfer to the business litigation session, the case was heard by Christine M. Roach, J.     Kevin P. Martin (Katherine Sadeck with him) for the defendant. Joseph L. Bierwirth (Thomas J. Carey, Jr. with him) for the plaintiffs.     GRAHAM, J.  This action arose out of two one-page letter agreements (letter agreements or agreements) between plaintiff Robert James and the defendant, Daniel Maxwell Meyers,[2] in which James agreed to provide Meyers with $ 653,340 for the purchase by Meyers of 31,107 shares of stock in the First Marblehead Corporation, a company cofounded by Meyers.  In exchange for supplying Meyers with the funds, James would receive the right to participate in the proceeds of the sale of the 31,107 shares.  However, notably absent from each letter agreement was any provision governing its termination or establishing conditions upon which Meyers would be required to sell their stock.[3] In the fall of 2004, James’s daughter, Catherine James Paglia (Catherine[4]), seemingly on behalf of the James family, inquired of Meyers, seeking termination of the agreements.  Meyers declined and, on November 16, 2006, the plaintiffs filed a multicount complaint in Superior Court, later amended, asserting claims for division and distribution of the shares (count I), dissolution of a partnership or joint venture (count II), declaration of an agency relationship (count III), breach of an implied term of the contract (count IV), breach of the implied covenant of good faith and fair dealing (count V), payment of a share of the dividends (count VI), and declaratory judgment (count VII). After a six-day bench trial in April, 2011, the trial judge found in favor of Meyers on counts I through IV and VI.  She did, however, determine that on July 31, 2006, Meyers breached the implied covenant of good faith and fair dealing (count V).  The judge awarded the plaintiffs damages based on the fair market value of the shares of the stock as of the time of the […]

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Posted by Massachusetts Legal Resources - February 12, 2015 at 4:32 pm

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