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MacDonald v. Jenzabar, Inc., et al. (Lawyers Weekly No. 11-005-18)

NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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 17-P-45 Appeals Court ALAN MACDONALD vs. JENZABAR, INC., & others.[1] No. 17-P-45. Suffolk. October 10, 2017. – January 11, 2018. Present: Vuono, Meade, & Kinder, JJ. Employment, Termination, Severance agreement. Contract, Employment, Severance agreement, Release from liability, Performance and breach, Construction of contract. Release. Corporation, Stock. Civil action commenced in the Superior Court Department on August 17, 2012. The case was tried before Janet L. Sanders, J., and entry of judgment was ordered by her. Colin R. Hagan for the plaintiff. Michael D. Blanchard for the defendants. MEADE, J. Alan MacDonald initiated this action in the Superior Court against his former employer, Jenzabar, Inc. (Jenzabar), and four of its directors (directors) after a dispute arose over his rights to certain Jenzabar preferred shares and stock options granted during the course of his employment. Central to that dispute is the interpretation of a severance agreement MacDonald executed as he departed from Jenzabar (severance agreement). According to Jenzabar and the directors, all of MacDonald’s claims should be dismissed because the severance agreement, which contains a general release, is unambiguous and extinguished his rights to the preferred shares and stock options. MacDonald, in turn, maintains that the severance agreement is ambiguous and that extrinsic evidence, which Jenzabar chose not to dispute, establishes that the parties did not intend to so terminate his rights. After four years of litigation, both sides prevailed in part. Most of MacDonald’s claims, including all of those against the directors, were dismissed at various stages of the litigation for reasons unrelated to the interpretation of the severance agreement.[2] As to that central issue, a judge concluded, in rulings issued both prior to and after trial, that the severance agreement is unambiguous insofar as it extinguished MacDonald’s rights to the preferred shares, but is ambiguous regarding the stock options.[3] After Jenzabar preserved its appeal with respect to the interpretation of the contract and waived the right to argue that any ambiguities should be resolved in its favor, the same judge presided over a jury trial on the limited issue of liability for the stock options. At the conclusion of that trial, the jury returned a verdict finding Jenzabar liable for refusing to honor MacDonald’s initial exercise of 1,000 stock options, but not liable for failing to honor […]

MacDonald v. Caruso (Lawyers Weekly No. 10-039-14)

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‑11381 TRACY MacDONALD vs. KEVIN CARUSO. Plymouth. November 4, 2013. ‑ March 11, 2014. Present: Ireland, C.J., Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ. Abuse Prevention. Practice, Civil, Presumptions and burden of proof. Evidence, Presumptions and burden of proof. Probate Court, General equity power. Complaint for protection from abuse filed in the Plymouth Division of the Probate and Family Court Department on June 25, 1999. A motion to terminate an abuse prevention order, filed on May 20, 2011, was heard by Lisa A. Roberts, J. After review by the Appeals Court, the Supreme Judicial Court granted leave to obtain further appellate review. Thomas Arthur Hensley for the defendant. Claire Laporte, Rebecca Cazabon, Stacy Anderson, Benjamin Nardone, & Shrutih Ramlochan-Tewarie, for The Domestic & Sexual Violence Counsel, Inc., & others, amici curiae, submitted a brief. GANTS, J. The central issue in this case is the standard to be applied when a defendant seeks to terminate a permanent abuse prevention order under G. L. c. 209A, § 3. We conclude that a defendant who seeks to terminate such an order must show by clear and convincing evidence that, as a result of a significant change in circumstances, it is no longer equitable for the order to continue because the protected party no longer has a reasonable fear of imminent serious physical harm. Having considered the evidence presented here in support of the defendant’s motion to terminate the permanent order, in light of the totality of the circumstances, we conclude that the judge did not abuse her discretion in denying the motion. Background. According to the complaint and affidavit filed by the plaintiff, Tracy MacDonald, on June 25, 1999, in support of her application for an ex parte temporary restraining order under G. L. c. 209A, § 4, against the defendant, Kevin James Caruso, the plaintiff had obtained an “order of protection” in the State of New York against the defendant in March, 1994. She left New York, where she had resided, on November 6, 1995, because the defendant threatened to kill her, and she has not lived in New York since that date. On June 1, 1999, she began receiving “odd mail” in Massachusetts, where she resided, postmarked in the region where the defendant then resided, stating that she had inquired about numerous products; one […]