Posts tagged "Colony"

Bay Colony Property Development Company, et al. v. Headlands Realty Corporation, et al. (Lawyers Weekly No. 12-069-17)

COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT. 1784CV00936-BLS2 ____________________ BAY COLONY PROPERTY DEVELOPMENT COMPANY and WILLIAM E. LOCKE, JR. v. HEADLANDS REALTY CORPORATION; PROLOGIS LOGISTICS SERVICES INC.; AMB PROPERTY II, L.P.; AMB PROPERTY CORPORATION; and PROLOGIS, INC. ____________________ MEMORANDUM AND ORDER DENYING DEFENDANTS’ MOTION TO DISMISS AND DENYING PLAINTIFFS’ CROSS-MOTION TO STRIKE Bay Colony Property Development Company and William E. Locke, Jr., claim that Defendants hired them to plan, coordinate, and supervise the development of two different properties in Pennsylvania. They allege that Defendants promised to pay Bay Colony two percent of the development costs (the “Base Fee”) plus ten percent of the profits (the “Incentive Fee”) for its work on one site, and promised to pay the same percentage amounts to Locke for his work on the other site. Plaintiffs allege they have not been paid and are owed part of the Base Fees and all of the Incentive Fees for the two projects. Plaintiffs assert claims for breach of contract, unjust enrichment, and declaratory judgment as to enforceability of the alleged contracts. Defendants have moved to dismiss on the ground that all claims are time barred. They argue that the statutory limitations period began to run on October 29, 2010, when AMB Property Corporation (“AMB”) sent a letter disputing whether it had any binding contract with Bay Colony. If that were correct, then all claims would be time barred—whether the Massachusetts six-year limitations period or the Pennsylvania four-year limitations period controlled—because this action was not filed in Middlesex Superior Court until November 14, 2016, more than six years later. The Court concludes that it may consider the October 2010 letter in deciding the motion to dismiss, but that it must DENY the motion because that letter did not put Plaintiffs on notice of any actual or anticipated breach of contract. 1. Considering the 2010 Letter. Plaintiffs ask the Court to strike or at least disregard the October 29, 2010, letter that is attached to Defendants’ motion to dismiss. They argue that the Court may not consider this letter without converting – 2 – the motion to dismiss into a motion for summary judgment because Plaintiffs did not attach the letter to, reference the letter in, or rely on the letter in drafting the complaint. The Court disagrees. The authenticity of this letter and the fact that it was sent to Plaintiffs are not in dispute, as Plaintiffs acknowledged at oral argument. It is therefore permissible and appropriate for the Court to consider the letter in deciding Defendants’ motion to dismiss. When deciding a motion to dismiss under Rule 12(b)(6), a court may consider “documents the authenticity of which is not disputed by the parties” without converting the motion […]


Posted by Massachusetts Legal Resources - June 15, 2017 at 2:03 pm

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Bay Colony Railroad Corporation v. Town of Yarmouth, et al. (Lawyers Weekly No. 10-011-15)

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;   SJC-11608   BAY COLONY RAILROAD CORPORATION  vs.  TOWN OF YARMOUTH & another.[1] Norfolk.     October 7, 2014. – January 29, 2015.   Present:  Gants, C.J., Spina, Cordy, Botsford, Duffly, Lenk, & Hines, JJ.     Railroad.  Solid Waste Management.  Municipal Corporations, Contracts.  Contract, Municipality, Performance and breach, Implied covenant of good faith and fair dealing.  Federal Preemption.  Statute, Federal preemption.       Civil action commenced in the Superior Court Department on January 14, 2008.   Motions for summary judgment were heard by John P. Connor, Jr., J.; the remaining issues were tried before him; and a motion for judgment notwithstanding the verdict was considered by him.   The Supreme Judicial Court on its own initiative transferred the case from the Appeals Court.     Joseph L. Tehan, Jr. (Jackie Cowin with him) for the defendant. Joel G. Beckman (Dana A. Zakarian with him) for the plaintiff.     GANTS, C.J.  On June 30, 1989, the town of Yarmouth (town) entered into a transportation contract (contract) with the Bay Colony Railroad Corporation (Bay Colony) whereby Bay Colony was to transport solid waste from the town’s waste transfer station to a waste-to-energy facility in Rochester (facility) operated by the SEMASS Partnership (SEMASS).  At that time, Bay Colony operated several rail lines in southeastern Massachusetts, including rail lines between the town and Rochester, pursuant to a lease agreement with the Commonwealth.  However, in the fall of 2007, the Commonwealth notified Bay Colony that, effective December 31, 2007, it would terminate Bay Colony’s lease of the Cape Cod rail lines, which meant that Bay Colony would no longer be able to transport the town’s waste to the facility by rail.  Section 9 of the contract provided that, in the event the Commonwealth terminated Bay Colony’s lease of the rail line, the town agreed to permit Bay Colony either to assign the contract to the railroad company that was awarded the lease of the rail line or to continue to transport the waste “pursuant to the terms of the [contract] either under an arrangement with a successor operator or by other modes of transportation.”  Bay Colony notified the town by letter that, in accordance with the provisions of section 9, it intended to continue to transport waste under the contract “by other modes of transportation,” specifically, by truck rather than rail.  The town, however, replied by […]


Posted by Massachusetts Legal Resources - January 29, 2015 at 4:13 pm

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