Charlie’s Project LLC, et al. v. T2B LLC, et al. (Lawyers Weekly No. 09-028-18)
COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT. 1784CV03350-BLS2 ____________________ CHARLIE’S PROJECT LLC and ANNA K. HERNANDEZ v. T2B LLC, BRANDON McDANIEL, and NICOLE McDANIEL ____________________ MEMORANDUM AND ORDER DENYING DEFENDANTS’ MOTION TO COMPEL ARBITRATION AND DISMISS Charlie’s Project LLC (“CP”) and its founder Anna Hernandez have sued T2B LLC for allegedly breaching two contracts that concern the sale and delivery by T2B of clothes designed by Ms. Hernandez. Plaintiffs also claim that T2B, its founder Brendon McDaniel, and his spouse Nicole McDaniel have engaged in unfair and deceptive acts or practices in violation of G.L. c. 93A, that all three Defendants misappropriated CP’s designs, logos, marketing materials, and name, and that T2B and Nicole McDaniel have defamed Plaintiffs. Defendants have moved to dismiss this action. Their main argument is that all of Plaintiffs’ claims are subject to a mandatory arbitration clause contained in a third contract among T2B, Hernandez, and others. They also assert, in the alternative, that this action must be filed in Delaware under an allegedly mandatory forum selection clause in the LLC Agreement. The Court will DENY the motion to dismiss. The question whether the parties’ dispute must be arbitrated is for the Court to resolve. Though the parties to the third contract adopted the American Arbitration Association’s rules, and thereby agreed that the arbitrability of disputes arising under that contract must be decided by an arbitrator, that provision is not implicated here. Hernandez never agreed that the arbitrability of disputes arising under or out of the first two contracts would be decided by an arbitrator. Nor did she agree to arbitrate claims under those contracts, neither of which contains an arbitration provision. Finally, Defendants’ arguments regarding choice of forum are unavailing because the forum selection clause in the LLC Agreement does not apply here and, in any case, it is permissive not mandatory. 1. Factual Background. In 2012 Ms. Hernandez started a business that she called “Charlie’s Project.” Her aims, on behalf of her son Charlie, were to design and – 2 – sell children’s and women’s clothing that would help raise awareness about autism and Down syndrome, and to support charitable organizations with proceeds from selling such clothing. Although Hernandez did business under the name “Charlie’s Project” for several years, she did not form the corporate entity Charlie’s Project LLC (“CP”) until January 17, 2017, shortly after entering into the contracts at issue here. 1.1. The Distribution and Services Agreements. In the fall of 2016, Branden McDaniel proposed that he help distribute Charlie’s Project products. Ms. Hernandez agreed. Mr. McDaniel and two other people formed defendant T2B LLC as a Delaware limited liability company on December 1, 2016. Three days later T2B and Hernandez entered […]
Boston’s Tattooed Sought for Marathon Themed Photo Project
A portrait session will be held in September for people who received ink related to the April 15 attacks. South End Patch News
The Dirty Old Boston Project, South End Style
South End Patch
Things to Know in the South End Today, May 22: Fundraiser for Project HIP-HOP
1. Weather: The National Weather Service is predicting a mostly cloudy day, with a high near 81 degrees, and a 30 percent chance of showers in the afternoon. 2. Fundraiser for HIP-HOP: Join the board, staff and young people of Project HIP-HOP for their 5th Annual event, REVOLVE, a fundraiser and celebration of Project HIP-HOP’s work. There will be foot on hand from Aaron Tanaka, and free beer, wine and non-alcholic drinks. There will be a silent auction with prizes including art, Red Sox gear, or MFA passes. Admission is free with a donation. Suggested donation is $ 35. See here for more information. 3. South End Paving: Is your street slated to get a facelift this year? The city of Boston released a list of all the streets that will be repaved over the course of the coming year. See more here. 4. Neighbors Helping Neighbors: Join others who are seeking a job a a free professional networking group held each week at 6 p.m. at the Boston Public Library’s main branch in Copley Square. Membership is open to anyone in career transition, including unemployed or underemployed individuals and recent college graduates in the fields of business, non-profit, and education, as well as persons re-entering the job market, struggling small business owners and anyone looking for part-time or volunteer work. See here for more information. 5. Scooper Bowl: Does it ever get any better than all-you-can-eat ice cream? The annual Jimmy Fund Scooper Bowl will take place at Boston’s City Hall Plaza on June 4, 5, and 6 from noon to 8 p.m. Baskin Robbins, Ben & Jerry’s, Blue Bunny, Breyer’s, Byrne Dairy, Edy’s, Friendly’s, HP Hood, and SoCo Creamery will be in attendace. All proceeds support adult and pediatric cancer care and research at Dana-Farber Cancer Institute. Tickets are $ 10. See here for more information. Things you can do every day on South End Patch: Share your news with the rest of the community. Click here to add an announcement. Add your events to our events calendar. Click here to sign up for breaking news updates. Want up-to-the-minute news? Click here to follow us on Facebook or Twitter. Share your thoughts on your community in a blog. Click here to get started. South End Patch
Another Major Project Proposed for TD Garden Area
Just three months after the city approved a 38-story mixed-use development that will be connected to TD Garden, a second major project has been proposed in that area of Boston’s West End neighborhood, also with plans to connect to the arena. Developers Boston Properties Inc. and Delaware North Companies Inc., through the Boston Garden Development Corporation, filed a letter of intent this week with the Boston Redevelopment Authority seeking to construct a mix of retail and office space, hotel rooms and up to 500 residential units on about 2.8 acres of land at 80 Causeway Street. The proposal calls for a new entrance to the arena and MBTA station, up to 300,000 sq. ft. of multi-story retail space, 500 residential units (600,000 sq. ft.), 200 hotel rooms (200,000 sq. ft.) and 600,000 sq. ft. of commercial office space, as well as 800 parking spaces in a below-grade garage, according to a fact sheet submitted with the proposal. The developer is looking to break ground on the project as early as 2014, though the plans first will have to go through large project review with the BRA and other city agencies. The proposal is the second major project in the TD Garden area to come before the BRA within the past year—in February, the board approved plans for Nashua Street Residences, a 38-story apartment and retail tower. That development, proposed by AvalonBay Communities Inc., features 503 residential units and a two story “retail arcade” that will connect to TD Garden and North Station. Construction on this project is expected to begin later this year. The newest proposal seeks to redevelop the site of the former Boston Garden, which has been used for parking since the TD Garden opened in the 1990s, according to a Boston.com report. The building’s height is not mentioned in the documents filed with the BRA on Thursday, but Boston.com speculated that the new project could reach at least 400 feet, which would put it close to the Nashua Residences project at close to 40 stories. SOUTH END PATCH: Facebook | Twitter | E-mail Updates South End Patch
Muddy River Project: Expect Loud Bangs Starting Apri 30
As if Boston residents haven’t been through enough recently, be ready to hear loud bangs three times a day starting April 30, all due to the Muddy River Restoration Project. Work on the $ 93 million Muddy River Restoration Project, an environmental, preservation and flood control project to address serious flooding and environmental issues along the Muddy River, started in February. The Boston Parks and Recreation Department posted basic details on its Facebook page about “residents may hear a loud bang similar to a gunshot” three times a day, starting April 30 through May 10. “The bang lasts for a second and is in connection load testing for the $ 30.9 million Muddy River Flood Risk Management and Environmental Restoration project,” posted Boston Parks and Rec. For more on the Muddy River project construction click here. South End Patch
Things to Know in the South End Today, Feb. 26: Community Meeting on Albany Street Project Tonight
1. Weather: The National Weather Service is predicting a partly sunny day with a high of 42 degrees. 2. Community Meeting on 275 Albany Street: If you’d like to have a say about the recently changed hotel-to-apartment-complex project designed for 275 Albany Street, stop by a South End community meeting tonight at 6:30 p.m. at Project Place 1145 Washington St. The developer of the Albany Street site was first approved in 2010 to build two hotels and a parking lot at 275 Albany Street. That plan changed the first time in the summer of 2012 to become half hotel, half residential, and the developer is now seeking to change the project to two new residential buildings. See here for more information. 3. “Townie” Author at South End Library: Tonight, the South End Library and Friends of the South End Library will host acclaimed author, Andre Dubus III who will read from his compelling memoir, Townie. It describes his early life growing up amid violence and chaos on the poor side of local towns –including Haverill –after his father, the eminent writer Andre Dubus, left the family and visited only on Sundays. The talk starts at 6:30 p.m. See here for more information. 4. Art at OWK: Starting tonight, United South End Artists, Inc. and OKW Fine Clothing & Gallery will present the 4th annual Small Works Show at OKW Fine Clothing & Gallery in the South End.The exhibit will feature original paintings, photography and sculpture produced by member artists of United South End Artists, Inc., and will run through April 4. See here for more information. 5. Coda Does the Harlem Shake: File this one under “viral video craze we barely understand,” but check out this video of the staff at Coda donning their crazy costumes and joining in the latest Internet video fad, the Harlem Shake. Things you can do every day on South End Patch: Share your news with the rest of the community. Click here to add an announcement. Add your events to our events calendar. Click here to sign up for breaking news updates. Want up-to-the-minute news? Click here to follow us on Facebook or Twitter. Share your thoughts on your community in a blog. Click here to get started. South End Patch
Through a Teacher’s Eyes: New Photo Project By Boston Educator
“A student has to be a valedictorian – or bring a gun to school – in order to be considered newsworthy,” says Amika Kemmler-Ernst. An educator for more than 40 years, she’s talking about our tendency to focus on either the great or the horrible, while paying less attention to everything in between. A teacher of children and a mentor to teachers, Dr. Kemmler-Ernst is now officially retired. But in an ongoing visual ethnography project, she’s been visiting Boston Public Schools (BPS) and taking pictures of normal kids in action, learning at school. It’s a passion she’s indulged in throughout a career teaching in Brookline, Boston, around Africa, and in Italy. Shelved at her Jamaica Plain home, bulging albums hold photos of kids at work, in their classrooms, and on the field trips of her own design. Always, she asks students to add their own words to explain what’s they are doing in the pictures. “I wanted to find a way to celebrate ordinary kids,” says Kemmler-Ernst. A photographer who’s not into camera lenses and gadgets, Kemmler-Ernst’s tool of choice is a modest point-and-shoot that she uses without a flash, the better to blend in during the mornings she’s making pictures at a school. She looks for kids engaged in their work. With a circling motion of her arm, she redirects students to turn away from her and not pose for the camera. After editing the photos, she returns to the classrooms to ask the students in the pictures to explain what they are doing and learning. (Schools help select photos for publication and check media permissions.) The resulting text and photos become tabloid-page-size stories about individual schools, currently being published as a series by the Boston Teachers Union on their website and newsletter under the title, “We’re Learning Here.” Mostly teachers are exposed to Kemmler-Ernst’s work. She’s gratified when she hears from a teacher that her stories themselves can instruct. But she also wishes the general public were more aware of all the good happening in BPS. Kemmler-Ernst recalls noticing during her own graduate studies at Harvard that much research looks at pathology, examines what doesn’t work, and focuses on the negative. So while her “We’re Learning Here” series intentionally deals with the everyday, there are always small surprises to be discovered. For example, during her recent visit to the Clapp Innovation School in Dorchester, Kemmler-Ernst peeked in on a P.E. class. The teacher, Ms. Scott, was working on a yoga lesson. But what struck Kemmler-Ernst was that the walls were papered with word lists, used for spelling and vocabulary purposes in many a classroom. But here, in the gym, an uncommon […]
Albany Street Project Community Meeting Slated for Tuesday
Due to the large change in scope in Normandy Real Estate Partner’s Albany Street project, the Boston Redevelopment Authority will hold a community meeting on Tuesday for South End residents. The meeting will be held at 6:30 p.m. at Project Place (1145 Washington St – Suite 2) on Feb. 26th. The developer of the Albany Street site was first approved in 2010 to build two hotels and a parking lot at 275 Albany Street. That plan changed the first time in the summer of 2012 to become half hotel, half residential, and the developer is now seeking to change the project to two new residential buildings. The applicant, BH Normandy 275 Albany Street LLC, is scheduled to appear before the full BRA on the project changes on Thursday, March 14 at 5:45 p.m. in Boston City Hall’s Room 900. The previously approved project featured two buildings, one a hotel with up to 325 rooms and one housing 220 residential units, according to a filing with the BRA. “However, given current market conditions, the applicant was unable to secure a hotel operator despite diligent efforts to do so,” according to the filing. The new proposal includes up to 220 residential units in the building on the north end of the site at 275 Albany St., identified as the “Traveler Structure.” The second building, located on the south end of the site and called the “East Berkeley Structure,” would feature up to 180 residential units in the second building. The total number of units would not exceed 380. Parking has also been increased from 165 to 180 spaces. The developer has also increased the amount of space on the site accessible by the public, from no less than 15 percent of the property to no less than 20 percent. SOUTH END PATCH: Facebook | Twitter | E-mail Updates South End Patch