Posts tagged "Merriam"

Merriam, et al. v. Demoulas Super Markets, Inc., et al. (Lawyers Weekly No. 10-054-13)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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‑11098   DIANA D. MERRIAM & others[1]  vs.  DEMOULAS SUPER MARKETS, INC., & others.[2]     Middlesex.     September 6, 2012.  ‑  March 27, 2013. Present:  Ireland, C.J., Spina, Botsford, Gants, Duffly, & Lenk, JJ.     Contract, Implied covenant of good faith and fair dealing.  Corporation, By‑laws, Close corporation, Stock, Stockholder, Transfer of shares.  Fiduciary.  Sale, Of stock.       Civil action commenced in the Superior Court Department on July 16, 2010.   The case was heard by S. Jane Haggerty, J., on cross motions for judgment on the pleadings, and a motion for reconsideration was considered by her; entry of final judgment was ordered by Garry V. Inge, J.   The Supreme Judicial Court granted an application for direct appellate review.     Michael Kendall (Kevin M. Bolan & Bridget K. O’Connell with him) for the defendants. Thomas S. Fitzpatrick (Kendra Kinscherf with him) for the plaintiffs.   Andrea S. Batchelder, for Arthur T. Demoulas Revocable Trust & others, amici curiae, submitted a brief.   DUFFLY, J.  Demoulas Super Markets, Inc. (DSM), is a closely held Massachusetts corporation whose stockholders’ dealings with each other,, and with the corporation, have spawned decades of litigation, resulting in four earlier decisions of this court.  In the present case, several minority “Class A” stockholders (sellers), whose offer to sell their shares to DSM was rejected, brought an action in the Superior Court seeking, inter alia, a declaration that, consistent with DSM’s articles of organization, the sellers would be “at liberty to dispose of [their shares] in any manner [they] may see fit.”  DSM filed counterclaims seeking declarations that the sellers cannot, consistent with their fiduciary duties to DSM and their fellow stockholders, sell their shares to any buyer who would imperil DSM’s status as a Subchapter S corporation (S corporation), and that the sellers are obligated to reoffer their shares to the corporation before selling them to a third party on more favorable terms. On cross motions for judgment on the pleadings, a Superior Court judge declared that the sellers are not bound by fiduciary duty with respect to the disposition of their shares pursuant to the provisions of art. 5 of the articles of organization (art. 5).  The judge declared also that, under the terms of art. 5, the sellers need not reoffer their shares to DSM before offering them to a third […]

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Posted by Massachusetts Legal Resources - March 27, 2013 at 2:34 pm

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