MMA Lincoln Gardens, LLC, et al. v. Lancaster (Lawyers Weekly No. 12-179-16)
COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT CIVIL ACTION No. 1684CV0594 BLS 1 Lead Case MMA LINCOLN GARDENS, LLC et al vs. DALE LANCASTER Consolidated With: SUPERIOR COURT CIVIL ACTION No. 1684CV1830 BLS 1 HENDERSON MANAGEMENT, LLC, et al vs. BOSTON FINANCIAL INVESTMENT MANAGEMENT LIMITED PARTNERSHIP, et al MEMORANDUM AND ORDER ON MOTION TO DISMISS THE FIRST AMENDED COMPLAINT [in No. 1684CV1830] These cases present disputes between a general partner and investor limited partners. The disputes arise with respect to four separate limited partnership agreements for the development of real property. The general partner entity for each of the projects was owned and managed by Dale Lancaster. Thus, the general partners will be called, collectively, the “Lancaster General Partners.” The investor limited partners for each project were organized by Boston Financial Investment Management Limited Partnership (“BFIM”). Thus, the investor limited partners will 1 be called, collectively, the “BFIM Limited Partners.” The litigation began with the commencement of an action by the BFIM Limited Partners against Dale Lancaster for nonpayment of amounts owed as a result of his personal guarantees of debts owed by the Lancaster General Partners. That action is the Lead Case, described above. The BFIM Limited Partners describe the Lead Case as a collection action. In response, Dale Lancaster and the Lancaster General Partners commenced a separate action against the BFIM Limited Partners and BFIM. Among other things, the Lancaster General Partners allege that they were wrongfully removed as general partners of the projects by the BFIM Limited Partners. The separate action is Docket Number 1684CV1830 which, as described above, is now consolidated (the “Consolidated Case”) with the Lead Case. The BFIM Limited Partners now seek to dismiss the First Amended Complaint filed in the Consolidated Case. The BFIM Limited Partners base their motion on two arguments, one procedural and one substantive. Procedural Ground for Motion to Dismiss The BFIM Limited Partners contend that the claims in the First Amended Complaint should have been asserted as counterclaims in the Lead Case rather than in a new action (that later became consolidated with the Lead Case). Because the claims were not asserted as counterclaims in the Lead Case, the BFIM Limited Partners say that the claims are barred. The critical dates are as follows. On February 19, 2016, the BFIM Limited Partners commenced the Lead Case. On March 31, 2016, Dale Lancaster answered the complaint. He did not assert any counterclaims with his answer. On June 10, 2016, the Lancaster General Partners and Dale Lancaster commenced the Consolidated Case. On June 27, 2016, Dale Lancaster moved 2 to consolidate the Consolidated Case with the Lead Case, and on June 29, 2016, the consolidation was allowed. The claims asserted in […]