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T. Butera Auburn, LLC, et al. v. Williams, et al. (and a companion case) (Lawyers Weekly No. 11-051-13)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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;       11‑P‑1230                                       Appeals Court   T. BUTERA AUBURN, LLC, & another[1]  vs.  ROSEMARIE WILLIAMS & another[2] (and a companion case[3]).     No. 11‑P‑1230. Worcester.     May 1, 2012.  ‑  April 17, 2013. Present:  Green, Grainger, & Rubin, JJ.     Veterinarian.  Contract, Performance and breach, Damages.  Consumer Protection Act, Unfair or deceptive act, Damages, Attorney’s fees.  Damages, Consumer protection case.  Practice, Civil, Costs.       Civil actions commenced in the Superior Court Department on July 31 and August 23, 2007, respectively.   After consolidation, the breach of contract and G. L. c. 93A claims were tried before John S. McCann, J.; following trial, the remaining claims were heard by him on a motion for summary judgment.     Stephen J. Waite for T. Butera Auburn, LLC, & others. Jessica Parenti for Rosemarie Williams & another.     RUBIN, J.  These cross appeals stem from litigation over the sale of a veterinary practice.  The issues appealed relate to breach of contract and G. L. c. 93A, § 11. Background.  Rosemarie Williams and Feline Health, Inc. (collectively, Williams), operated a feline veterinary practice in Auburn named The Cat Hospital of Auburn (TCH).  TCH was licensed by the Department of Public Health to handle radioactive material, iodine-131 (I-131), in order to treat cats using radioactive chemicals.  There are few veterinary practices in the Commonwealth that are licensed to conduct feline nuclear medicine, which arguably made TCH a valuable prospective acquisition for the purchasers, T. Butera Auburn, LLC, and S. Thomas Butera (collectively, Butera).  The radioactive materials handling license listed TCH as the licensee, and “Rosemarie M. Williams, D.V.M.,” as the supervisor and “Radiation Safety Officer.”  The parties signed an asset purchase agreement (APA), by which Butera purchased TCH’s assets for $ 800,000 cash and a promissory note (Note) whereby Butera would pay Williams an additional $ 400,000 over fifteen years.  As part of the transaction, the parties also signed an employment agreement, and Williams became employed by Butera on an at-will basis.  The APA contained a two-year noncompetition/nonsolicitation provision encompassing an area with a thirty-mile radius extending from TCH.  This noncompetition clause proscribed the solicitation by Williams of Butera’s clients and any action by Williams that would “directly or indirectly . . . impair the goodwill” or “the business reputation or good name” of Butera, or “be otherwise detrimental to” Butera. In addition, under the APA, Butera […]


Posted by Massachusetts Legal Resources - April 17, 2013 at 3:09 pm

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