Posts tagged "Meyers"

Robert and Ardis James Foundation, et al. v. Meyers (Lawyers Weekly No. 10-055-16)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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-11898   ROBERT AND ARDIS JAMES FOUNDATION & another[1]  vs.  DANIEL MAXWELL MEYERS. Suffolk.     December 10, 2015. – April 21, 2016.   Present:  Gants, C.J., Spina, Cordy, Duffly, Lenk, & Hines, JJ. Contract, Implied covenant of good faith and fair dealing.  Damages, Breach of contract, Sale of stock.  Corporation, Stock.     Civil action commenced in the Superior Court Department on November 16, 2006.   After transfer to the business litigation session, the case was heard by Christine M. Roach, J.   After review by the Appeals Court, the Supreme Judicial Court granted leave to obtain further appellate review.     Joseph L. Bierwirth, Jr. (Ryan P. McManus & Thomas J. Carey, Jr., with him) for the plaintiffs. Kevin P. Martin (Katherine C. Sadeck with him) for the defendant.   LENK, J.  This case considers whether there was a breach of the implied covenant of good faith and fair dealing in a contract dispute between two sophisticated investors.  In 1998 and 1999, Robert James, acting on behalf of the Robert and Ardis James Foundation charitable foundation (foundation), agreed to advance over $ 650,000 to Daniel Meyers, the defendant, to purchase shares of stock in what was then a young, privately held company that Meyers had cofounded, in exchange for a portion of the proceeds of an eventual sale of those shares.  The agreement was memorialized in two single-page, non-integrated letters that set out formulas by which to calculate the distribution of proceeds, but did not discuss the timing of sale.  In 2006, following nearly two years of unsuccessful efforts to get Meyers to discuss bringing the agreements to a close, the foundation filed a complaint against Meyers seeking specific performance and damages. After a six-day bench trial in the business litigation session of the Superior Court in 2011, a judge found that Meyers had committed a breach of the implied covenant of good faith and fair dealing, and awarded damages based on a date of breach of July 31, 2006.[2]  The Appeals Court reversed, see Robert & Ardis James Found. v. Meyers, 87 Mass. App. Ct. 85, 86 (2015), and we granted the foundation’s application for further appellate review.  Meyers argues that he did not commit a breach of the implied covenant, and that the damages award should be vacated.  We conclude that the trial judge’s decision was not erroneous, and affirm the […]

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Posted by Massachusetts Legal Resources - April 21, 2016 at 3:27 pm

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Robert and Ardis James Foundation, et al. v. Meyers (Lawyers Weekly No. 11-011-15)

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   13-P-1169                                       Appeals Court   ROBERT AND ARDIS JAMES FOUNDATION & another[1]  vs.  DANIEL MAXWELL MEYERS. No. 13-P-1169. Suffolk.     March 14, 2014. – February 12, 2015.   Present:  Cohen, Graham, & Grainger, JJ. Contract, Implied covenant of good faith and fair dealing.  Damages, Breach of contract, Sale of stock.  Corporation, Stock.       Civil action commenced in the Superior Court Department on November 16, 2006.   After transfer to the business litigation session, the case was heard by Christine M. Roach, J.     Kevin P. Martin (Katherine Sadeck with him) for the defendant. Joseph L. Bierwirth (Thomas J. Carey, Jr. with him) for the plaintiffs.     GRAHAM, J.  This action arose out of two one-page letter agreements (letter agreements or agreements) between plaintiff Robert James and the defendant, Daniel Maxwell Meyers,[2] in which James agreed to provide Meyers with $ 653,340 for the purchase by Meyers of 31,107 shares of stock in the First Marblehead Corporation, a company cofounded by Meyers.  In exchange for supplying Meyers with the funds, James would receive the right to participate in the proceeds of the sale of the 31,107 shares.  However, notably absent from each letter agreement was any provision governing its termination or establishing conditions upon which Meyers would be required to sell their stock.[3] In the fall of 2004, James’s daughter, Catherine James Paglia (Catherine[4]), seemingly on behalf of the James family, inquired of Meyers, seeking termination of the agreements.  Meyers declined and, on November 16, 2006, the plaintiffs filed a multicount complaint in Superior Court, later amended, asserting claims for division and distribution of the shares (count I), dissolution of a partnership or joint venture (count II), declaration of an agency relationship (count III), breach of an implied term of the contract (count IV), breach of the implied covenant of good faith and fair dealing (count V), payment of a share of the dividends (count VI), and declaratory judgment (count VII). After a six-day bench trial in April, 2011, the trial judge found in favor of Meyers on counts I through IV and VI.  She did, however, determine that on July 31, 2006, Meyers breached the implied covenant of good faith and fair dealing (count V).  The judge awarded the plaintiffs damages based on the fair market value of the shares of the stock as of the time of the […]

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Posted by Massachusetts Legal Resources - February 12, 2015 at 4:32 pm

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