Williams, et al. v. Charles, et al. (Lawyers Weekly No. 11-122-13)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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; SJCReporter@sjc.state.ma.us 12‑P‑1216 Appeals Court BRENT WILLIAMS, trustee,[1] & another[2] vs. JEAN BERNARD CHARLES & another.[3] No. 12‑P‑1216. Suffolk. April 4, 2013. ‑ October 3, 2013. Present: Kantrowitz, Brown, & Kafker, JJ. Practice, Civil, Dismissal, Standing. Corporation, Stockholder’s derivative suit, Close corporation, Derivative action. Fiduciary. Civil action commenced in the Superior Court Department on January 28, 2008. A pretrial motion to dismiss was heard by Margaret R. Hinkle, J., and the case was heard by Douglas H. Wilkins, J. Leonard M. Singer for the plaintiffs. Richard C. Bardi for the defendants. BROWN, J. In this appeal, we consider whether the plaintiffs, members of a Massachusetts limited liability company, have standing to bring derivative claims on the company’s behalf against the company’s manager, as provided in the Massachusetts Limited Liability Company Act, G. L. c. 156C, § 56. Brent Williams, as trustee of Frowmica Nominee Trust, and Carlo Noel appeal from the dismissal of claims they brought on behalf of Frowmica, LLC (Frowmica), as stated in their second amended verified complaint (second amended complaint), against the defendants, Jean Bernard Charles and Frowmica. The issue of standing turns primarily on whether Williams’s contribution to Frowmica, which was in the form of services rather than cash, should be included in calculating the votes of the members in favor of authorizing the derivative suit under the statute. We also consider whether the ownership interest of Charles’s mother, Anna Charles, should be deemed adverse to interests of Frowmica, and her interest therefore excluded from the vote, because of her relationship with Charles. We affirm. 1. Background. We take the facts from the second amended complaint. Frowmica was organized as a limited liability company pursuant to G. L. c. 156C, and in accordance with the terms and conditions set out in the “Frowmica Limited Liability Company Operating Agreement” (operating agreement). The purpose of Frowmica was to own and operate a taxicab business. To that end, Diamond Universal Corporation (Diamond) set out to purchase the assets of Bay State Taxi LLC (Bay State), and formed Frowmica to negotiate and finance the purchase. Diamond raised capital for the transaction, with the understanding that it would reserve a 32.93 percent ownership interest in Frowmica for itself, which was subsequently reduced to 31.29, and would allocate the remainder […]
Commonwealth v. Charles, et al. (Lawyers Weekly No. 10-138-13)
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; SJCReporter@sjc.state.ma.us SJC‑11408 SJC-11409 SJC-11410 COMMONWEALTH vs. SHUBAR CHARLES. COMMONWEALTH vs. HECTOR MILETTE. DISTRICT ATTORNEY FOR THE EASTERN DISTRICT vs. SUPERIOR COURT DEPARTMENT OF THE TRIAL COURT. Suffolk. May 9, 2013. ‑ July 22, 2013. Present: Ireland, C.J., Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ. Controlled Substances. Superior Court, Special magistrate. Practice, Criminal, Postconviction relief, Execution of sentence, Sentence, Plea. Supreme Judicial Court, Superintendence of inferior courts. Civil actions commenced in the Supreme Judicial Court for the county of Suffolk on February 14, February 21, and March 1, 2013. The cases were reported by Botsford, J. Ronald DeRosa, Assistant District Attorney (Elin H. Gaydon, Assistant District Attorney, with him) for the Commonwealth & another. Beth Eisenberg, Committee for Public Counsel Services (Matthew R. Segal with her) for Shubar Charles. Matthew R. Segal (Emma A. Anderson, of New York, with him) for Hector Milette. Jennifer Grace Miller, Assistant Attorney General, for Superior Court Department of the Trial Court. The following submitted briefs for amici curiae: Joel Z. Eigerman for Jewish Alliance for Law & Social Action & others. C. Samuel Sutter, District Attorney, & Eva Zelnick, Assistant District Attorney, for District Attorney for the Bristol District. Ryan Schiff & Benjamin H. Keehn, Committee for Public Counsel Services, & Alex G. Philipson for Committee for Public Counsel Services & another. SPINA, J. In June, 2011, allegations of misconduct at the William A. Hinton State Laboratory Institute in Jamaica Plain (Hinton drug lab) surfaced regarding work performed by Annie Dookhan, a chemist who had been employed in the forensic drug laboratory since November, 2003. Following an internal review, the Department of Public Health launched a formal investigation of the matter in December, 2011. The investigation concluded that “Dookhan failed to follow [Hinton drug l]ab protocols for the transfer and documentation of samples for testing, and subsequently created a false record of said transfers.” After being placed on paid administrative leave, Dookhan resigned from her position, effective March 9, 2012. A more extensive investigation of the Hinton drug lab was initiated in August, 2012, by the State police. As a result of this investigation, it has been alleged that, among other things, Dookhan deliberately and repeatedly falsified drug testing results, tampered with evidence, and forged signatures on documents. Although the full scope […]
South End Man’s Remains Found in Charles River
State Police detectives identified the remains of a man found in the Charles River on Thursday as a 32-year-old South End man who went over the rail of the Harvard Bridge along Massachusetts Avenue on New Year’s Day. Police were alerted at 3:30 a.m. on Jan. 1st that a man had jumped off the bridge along Mass. Ave, but were unable to save the man or find his body despite hours of searching. “The investigation during the intervening months into that man’s death has not developed any indication of foul play,” said District Attorney spokesperson Jake Wark in a statement released Friday morning. “Because the case is not believed to be criminal in nature, his name is not being released.” SOUTH END PATCH: Facebook | Twitter | E-mail Updates South End Patch