Stone v. Remillard (Lawyers Weekly No. 09-014-17)

1 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, so SUPERIOR COURT CIVIL ACTION NO. 2017-02864 BLS 2 ERIC STONE, derivatively on behalf of TWIN COAST METROLOGY, INC. Plaintiff vs. JASON REMILLARD, Defendant And TWIN COAST METROLOGY, INC., Nominal Defendant MEMORANDUM OF DECISION AND ORDER ON PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION This is a shareholder derivative action brought on behalf of Twin Coast Metrology (TCM or the Company). Plaintiff Eric Stone is the President of TCM. At least until April of this year, the defendant Jason Remillard was its Treasurer. Stone and Remillard each hold a fifty percent interest in the Company. The lawsuit alleges that Remillard has engaged in various acts constituting breach of his fiduciary obligations, including siphoning off TCM funds, making unauthorized payments, negotiating with third parties to sell TCM without Stone’s knowledge, disclosing proprietary information, and exercising control over TCM assets in a way that has made it impossible for the plaintiff to operate and manage the Company. The case is now before the Court on the plaintiff’s Motion for Preliminary Injunction. The request asks first that Remillard return TCM assets consisting of various accounts over which he maintains exclusive administrative privileges. Second, the Motion asks that Remillard be enjoined from communicating with others regarding TCM proprietary and 2 confidential information or from otherwise holding himself out as a representative of TCM. At the second day of hearing on this Motion, the plaintiff made additional requests, based on testimony from the defendant presented at the first day of hearing. To prevail on his motion, the plaintiff bears the burden of demonstrating that: 1) he is reasonably likely to succeed on the merits of his claims; and 2) he will suffer irreparable harm if the injunction is denied that outweighs any harm to the defendant in the injunction issues. Packaging Industries v. Cheney, 380 Mass. 609, 616-617 (1980). This Court concludes that the plaintiff has satisfied his burden and that an injunction should issue, pending further order. In determining whether plaintiff has shown a reasonable likelihood of success on the merits, the Court reviewed the Verified Complaint, which includes thirty exhibits. The Court on September 22, 2017 also heard a full day of testimony from the defendant, who essentially admitted to most of the acts outlined in the Verified Complaint that form the basis for plaintiff’s claim that Remillard breached his fiduciary duties. Because of counsel’s and the Court’s schedules, this Court was unable to continue the hearing to the following week, but gave defense counsel the opportunity to make an offer of proof on September 25, 2017 as to what additional evidence he intends to present once the hearing resumes. This Court has also considered the defendant’s affidavit. Based on […]

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