Posts tagged "Global"

NTV Management, Inc. v. Lightship Global Ventures, LLC, et al. (Lawyers Weekly No. 12-080-17)

1 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss SUPERIOR COURT CIVIL ACTION NO. 2016-0327-BLS1 NTV MANAGEMENT, INC. vs. LIGHTSHIP GLOBAL VENTURES, LLC and KENT PLUNKETT MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT DISMISSING THE COMPLAINT AND PLAINTIFF’S CROSS-MOTION FOR SUMMARY JUDGMENT ON COUNT I OF ITS COMPLAINT This case arises out of a Consulting and Advisory Services Agreement (the Agreement) between the plaintiff, NTV Management, Inc. (NTV) and the defendant Lightship Global Ventures, LLC (Lightship). The defendant, Kent Plunkett, founded a company, Salary.Com, Inc., which, following a series of acquisitions, became a division of IBM. Plunkett and a colleague formed Lightship for the purpose of reacquiring Salary.Com from IBM. The Agreement, while containing some one-off terms, was in effect a non-exclusive brokerage agreement pursuant to which NTV would be due a commission if it found financing for the acquisition and a lesser fixed sum for introducing “at least ten qualified sources of capital.” Lightship did acquire Salary.com, but not with equity or debt partners introduced to the deal by NTV. NTV, nonetheless, alleges that it is due fees under the Agreement and damages for a variety of other wrongful conduct on the part of the defendants. It has pled its complaint in seven counts: breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, unjust enrichment, deceit, a violation of Chapter 93A, violations of the Uniform Fraudulent Transfer Act, and a count to reach and apply stock or assets of Salary.com (although curiously it has not 2 named Salary.com, or the entity that presently owns it, as a defendant). Apparently, concerned about matching NTV’s imaginative pleading measure for measure, the defendants have asserted five counterclaims against NTV: breach of a duty of confidentiality, breach of contract, defamation, misrepresentation, and tortious interference with contractual or business relations. These counterclaims are not the subject of a motion now before the court. The case is before the court on the defendants’ motion for summary judgment dismissing all the claims asserted against them, and NTV’s cross-motion for summary judgment on part of its breach of contract claim. For the reasons that follow, the defendants’ motion is Allowed, in part, and Denied, in part, and NTV’s motion is Denied. FACTS Based on the summary judgment record, the following facts are undisputed or viewed in the light most favorable to the non-moving party. Salary.com was founded by Plunkett in 1999. It became a public company in 2007, and then was acquired by a firm called Kenexa, Inc. in 2010. In 2012, Kenexa was acquired by IBM, after which Salary.com was operated as a division of that company or an IBM affiliate. In 2014, IBM informed Plunkett that it was […]

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Posted by Massachusetts Legal Resources - July 4, 2017 at 8:51 am

Categories: News   Tags: , , , , , , ,

Oxford Global Resources, LLC v. Hernandez (Lawyers Weekly No. 12-065-17)

COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT. 1684CV03911-BLS2 ____________________ OXFORD GLOBAL RESOURCES, LLC v. JEREMY HERNANDEZ ____________________ MEMORANDUM AND ORDER ALLOWING DEFENDANT’S MOTION TO DISMISS ON FORUM NON CONVENIENS GROUNDS Oxford Global Resources, LLC, is a recruiting and staffing company that places individual contractors who have specialized technical expertise with businesses who need workers having such skills. Oxford hired Jeremy Hernandez to work in its Campbell, California, office. To accept Oxford’s offer Hernandez had to and did sign an offer letter and a separate “protective covenants agreement” (the “Agreement”) that contains confidentiality, non-competition, and non-solicitation provisions. The Agreement provides that it is governed by Massachusetts law and that any suit arising from or relating to that contract must be brought in Massachusetts. Oxford alleges that Hernandez breached the Agreement by using information regarding the identity of Oxford’s customers to solicit those customers on behalf of a competitor in California. Hernandez has moved to dismiss this action under the forum non conveniens doctrine, arguing that this action should be heard in California, where he lives and worked for Oxford. The Court concludes that the forum selection clause is unenforceable and that the interests of justice require that this case be heard in California. The Court will therefore ALLOW the motion to dismiss pursuant to G.L. c. 223A, § 5, and the common law doctrine known as forum non conveniens. 1. Enforceability of the Forum Selection Clause. 1.1. California Law Governs the Agreement. Whether Massachusetts courts will enforce a forum selection clause like the one agreed to by Hernandez must be decided under whatever law governs the contract as a whole. See Melia v. Zenhire, Inc., 462 Mass. 164, 168 (2012); Jacobson v. Mailboxes Etc. U.S.A., Inc., 419 Mass. 572, 575 (1995). Thus, before deciding whether the Agreement’s mandatory forum selection clause is enforceable the Court must decide which State’s law governs this – 2 – contract.1 Although the Agreement specifies that it is governed by Massachusetts law, the Court concludes that choice-of-law provision is unenforceable and that the contract is instead governed by California law. “A choice-of-law clause should not be upheld where,” as here, “the party resisting it did not have a meaningful choice at the time of negotiation — i.e., where the parties had unequal bargaining power, and the party now attempting to enforce the choice-of-law clause essentially forced the clause upon the weaker party,” and enforcing the clause would be unfair to the weaker party. Taylor v. Eastern Connection Operating, Inc., 465 Mass. 191, 195 n.8 (2013). This follows from the general rule that contracts of adhesion are not enforceable if “they are unconscionable, offend public policy, or are shown to be unfair in the particular circumstances.” McInnes […]

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Posted by Massachusetts Legal Resources - June 14, 2017 at 4:34 pm

Categories: News   Tags: , , , , , ,

H.P. Hood LLC v. Allianz Global Risks US Insurance Company (Lawyers Weekly No. 11-173-15)

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   14-P-1605                                       Appeals Court   H.P. HOOD LLC  vs.  ALLIANZ GLOBAL RISKS US INSURANCE COMPANY. No. 14-P-1605. Suffolk.     September 2, 2015. – November 2, 2015.   Present:  Meade, Wolohojian, & Milkey, JJ. Contract, Insurance.  Insurance, “All risk” policy, Construction of policy, Coverage, Property damage.  Practice, Civil, Summary judgment.   Civil action commenced in the Superior Court Department on November 5, 2010.   The case was heard by Christine M. Roach, J., on motions for summary judgment.     Steven L. Schreckinger for the plaintiff. Kristin A. Heres for the defendant.   MILKEY, J.  Plaintiff H.P. Hood LLC (Hood) suffered various losses when a bottled beverage it was producing for another company failed certain quality control measures.  At issue is whether those losses are covered by the “all risks” property insurance policy that Hood had purchased from the defendant, Allianz Global Risks US Insurance Company (Allianz).  On cross motions for summary judgment, a Superior Court judge ruled in Allianz’s favor, concluding that Hood’s losses fell within certain exclusions to the policy.  Because we agree that any potentially covered losses are excluded, we affirm. Background.  The product.  The essential facts are not in dispute.  The product at issue is a milk-based specialty drink marketed by Abbott Laboratories (Abbott) under the trade name Myoplex.  Myoplex is a “shelf stable” beverage, meaning that it is designed to require refrigeration only after its bottles are opened.  In order to ensure that the product does not spoil before that, it must be manufactured and bottled under strict aseptic conditions, and its bottles must stay hermetically sealed until consumers open them. The contract between Hood and Abbott.  In November of 2008, Abbott and Hood entered into a contract under which Hood would produce at least forty million bottles of Myoplex in the first year.  The contract, which was termed a “contract packaging agreement,” required Hood to conduct quality control testing.  Attachments to the contract, and subsequent written and oral agreements, added specificity to the particular tests and protocols that Hood agreed to use.  Some of the required testing was designed to ensure that the Myoplex was contaminant-free during the production and bottling process (that is, up until the point the bottles were ready for distribution).  None of that testing revealed any contamination or other problems in any of the relevant bottles. Other testing was designed to ensure that the […]

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Posted by Massachusetts Legal Resources - November 2, 2015 at 3:46 pm

Categories: News   Tags: , , , , , , , , ,

Celebrate Global Smurfs Day (Sponsored)

By Kathleen Miller The world is about to get a whole lot smurfier. Ambassadors from 28 countries are painting the town blue today as they kick off the second-annual Global Smurfs Day by spreading that irrepressible smurfy cheer through the streets of Paris. The celebration honors Smurfs creator Pierre “Peyo” Culliford’s June 25 birthday and the opening of ‘The Smurfs 2’ on July 31. Culliford’s daughter, Veronique, presided over a ceremony in her father’s hometown of Belgium at the site of a giant Smurf statue. She officially appointed more than 40 Smurfs ambassadors who then boarded a train to Paris, where the movie is set, where they spread smiles and heralded the movie’s opening. Events are taking place around the world, and in Los Angeles, families can join Smurfs at local appearances where they will play the Ubisoft video game, and sample Menchie’s Smurfberry frozen yogurt, among other activities. Families are encouraged to enjoy nature by the U.S. Forest Service and Ad Council’s Discover the Forest campaign, and can watch the first “The Smurfs” film at an outdoor evening screening.   Smurf Ambassadors will post photos from the day on Instagram with the hashtag #GlobalSmurfsDay. You can also follow their adventures at the official Global Smurfs Day site at www.GlobalSmurfsDay.net. ‘The Smurfs™ 2,’ is a hybrid live action/animation family feature film starring Neil Patrick Harris, Hank Azaria, Jayma Mays and Katy Perry, pits the loveable blue creatures against the evil wizard Gargamel, who creates a couple of mischievous Smurf-like creatures called the Naughties, kidnaps Smurfette and brings her to Paris. Then it’s up to Papa, Clumsy, Grouchy, and Vanity to return to our time, reunite with their human friends Patrick and Grace Winslow, and rescue her! Watch a preview of the movie with your kids here. “The Smurfs 2” opens July 31 in theaters nationwide. South End Patch

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Posted by Massachusetts Legal Resources - June 22, 2013 at 2:20 pm

Categories: Arrests   Tags: , , ,

Five Things: Girls Hoops, Food Choices and Global Warming

1. LHS Girls Hoops Host Boston Latin: Lexington High varsity girls basketball team will look to punctuate a successful 2012-2013 campaign with a postseason run and it begins at 7 p.m. tonight, when the Minutemen host Boston Latin in the first round to the MIAA Division 1 North tournament. 2. Today in Public Meetings: According to the town website, public meetings posted for today include the ad hoc Townwide Facilities Master Planning Committee at 8:30 a.m. at the DPW Building, the Town Celebrations Committee at 7 p.m. at the DPW Buildig, the Tourism Committee’s Antony Working Group at 7 p.m. at Cary Hall, the Recreation Committee at 7 p.m. at the Town Office Building and the Planning Board at 7:30 p.m. at the Town Office Building. 3. Food Choices & Global Warming with Sonia DeMarta: Basektball’s not the only thing going tonight at Lexington High. At 7 p.m., Lexington Community Education will present an evening of discussion on food choices and global warming with Sonia DeMarta, a co-founder of the Lexington Farmers Market. Costs $ 20; email info@­lexingto­ncommunityed.­org for more information. 4. Do You Get Daily, Weekly and Breaking News in Your Inbox? If the answer to that question was “No,” then you’re missing out and need to click here to sign up for the Patch Newsletter. 5. Rainy Day, Maybe Snowy Night: Looks like rain today, with a high of 39, according to the National Weather Service, which predicts more precipitation — and possibly snow — overnight at the low gets down to 34. South End Patch

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Posted by Massachusetts Legal Resources - February 27, 2013 at 1:38 pm

Categories: Arrests   Tags: , , , , , , ,