Posts tagged "Shiraz"

Realty Finance Holdings, LLC v. KS Shiraz Manager, LLC, et al. (Lawyers Weekly No. 11-110-14)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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;   13-P-252                                        Appeals Court   REALTY FINANCE HOLDINGS, LLC[1]  vs.  KS SHIRAZ MANAGER, LLC, & others.[2] No. 13-P-252. Suffolk.     January 9, 2014.  –  September 5, 2014.   Present:  Katzmann, Fecteau, & Milkey, JJ. Contract, What constitutes, Condition precedent, Choice of law clause, Damages.  Evidence, Parol evidence.  Practice, Civil, Summary judgment.  Damages, Breach of contract.       Civil action commenced in the Superior Court Department on August 21, 2008.   The case was heard by Charles T. Spurlock, J., on a motion for summary judgment; a hearing on the assessment of damages was had before Carol S. Ball, J., and entry of final judgment was ordered by her.     Jeffrey P. Allen (Maria Galvagna Mesinger with him) for the defendants. Paul S. Samson for the plaintiff.   KATZMANN, J.  In this appeal, the parties dispute whether two thirty-eight page limited liability company agreements, negotiated and drafted with the assistance of counsel and each containing an integration clause, should be enforced as written.  A Superior Court judge entered summary judgment for the plaintiff, ruling that the agreements were fully integrated contracts and that the parol evidence rule prohibited consideration of the parties’ negotiations to show that the agreements were subject to contingencies.  A final judgment then entered awarding damages to the plaintiff.  On appeal, the defendants argue that it was always understood that the agreements, though fully executed, were not to take effect until certain financing and property acquisitions were in place and   that electronic mail message (e-mail) exchanges between the parties raise genuine issues of material fact whether integration was intended.  The defendants further maintain that the plaintiff is not entitled to damages under the terms of the agreements.  We affirm. 1.  Facts.  We take the undisputed facts from the judge’s February 1, 2010, “Memorandum and Order on the Plaintiff’s Motion for Summary Judgment on Liability” and from the parties’ statement of undisputed facts.  We also add material from the record for purposes of background and discussion, as noted.  During the relevant events of this case, the plaintiff was a Delaware limited liability company involved in real estate specialty finance.[3]  The defendants are related Massachusetts entities involved in real estate acquisition and management.  Kambiz Shahbazi is the principal of KS GS Manager, LLC; KS GS Equity Partners, LLC; KS Shiraz Manager, LLC; and KS Shiraz Equity Patners, LLC, the entities that […]


Posted by Massachusetts Legal Resources - September 5, 2014 at 9:09 pm

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