Greenberg, et al. v. Barros (Lawyers Weekly No. 09-011-17)
Page 1 of 6 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. Superior Court CIVIL ACTION NO. BLS # 17-00002-BLS1 MARK GREENBERG & another1 vs. MANUEL C. BARROS MEMORANDUM OF DECISION AND ORDER ON PLAINTIFFS’MOTION FOR SUMMARY JUDGMENT Plaintiffs, Mark Greenberg and Michael LaPierre, bring this action requesting this Court to declare that they are the owners of 80% of the member interests of 31 Tozer Road, LLC (“Tozer”). Defendant, Manuel C. Barros (“Barros”), opposes the requested declaration and, by his counterclaims, asks for a declaration that Tozer is prohibited under Federal bankruptcy law from issuing membership interests to Plaintiffs. This matter is before the Court on plaintiffs’ motion for summary. For the reasons set forth below, Plaintiffs’ request for summary judgment is ALLOWED IN PART AND DENIED IN PART. BACKGROUND The material facts established by the parties’ Rule 9A statement and supporting materials are as follows. On December 10, 2010, the parties entered into a Security Purchase Agreement (SPA), a contractual document primarily concerning Plaintiffs’ investment in Barros’s tennis club. The signatories included not only the parties, but also Tozer, which owned and leased the tennis club property, and Bass River Tennis Corporation (“BRTC”), which ran the operation of the tennis club. Barros signed the SPA in his individual capacity and in his capacities as manager of Tozer and president of BRTC. The immediate 1 Michael LaPierre Page 2 of 6 effect of the SPA was that the debts owed by BRTC to Plaintiffs were converted into 80% equity interests in BRTC. Immediately before the SPA, Barros owned 100 % of the shares of BRTC. After the SPA became effective, Barros’ shares in BRTC constituted 20 % of the ownership of BRTC. At the time of the SPA, Barros was the sole member and manager of Tozer. Section 4.1 (e) of the SPA granted “[e]ach Purchaser [a defined term meaning Greenberg, LaPierre and Barros] . . . an option [“the Option”] to purchase, at nominal price of $ 1 for each Purchaser, such equity interests in Tozer LLC, which corresponds to the percentage of ownership (on an outstanding basis) held by the Purchasers in [BRTC] at the time of the exercise of the Option exercisable for a period of ninety (90) days from the date that all Carve Out Liens have been removed.” The SPA identified three liens existing on Tozer’s real estate that were not released at the time of the SPA. These liens were designated as the “Carve Out Liens.” On November 9, 2016, the Beverly Mortgage, the last of the Carve Out Liens, was removed. After the removal of the last Carve Out Lien, Plaintiffs, on December 22, 2016, exercised the Option given to them in § 4.1 (e) […]