Justia Massachusetts Supreme Court Opinion Summaries

Articles Posted in Business Law

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Plaintiff, HipSaver, Inc., was a Massachusetts corporation engaged in the design, manufacture, and sale of hip protectors. In 2007, the Journal of the American Medical Association (JAMA) published an article authored in part by Defendant, an associate professor at Harvard Medical School, that concluded based on the results of a clinical trial that hip protectors were "not effective in nursing home populations." HipSaver filed a complaint against Defendant, claiming that Defendant had disparaged HipSaver's product in the JAMA article and was liable for monetary damages. The trial judge granted Defendant's motion for summary judgment and dismissed HipSaver's complaint. The Supreme Court affirmed, holding that summary judgment was properly entered for Defendant where HipSaver failed to demonstrate that it had a reasonable expectation of proving all of the essential elements of a cause of action for commercial disparagement. View "HipSaver, Inc. v. Kiel" on Justia Law

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This case involved two litigations in which directors-shareholders asserted claims against a closely-held corporation and its directors. The first litigation, brought in 2007, settled, and the instant lawsuit arose out of an alleged violation of the settlement agreement. The case came before the Supreme Court on an interlocutory appeal from an order requiring the corporation to produce documents described in the Plaintiffs' subpoena. At issue on appeal was whether the corporation and its corporate counsel and accountants could assert attorney-client privilege or work product protection against the directors-shareholders. The Supreme Court vacated the order for the production of documents to the extent that it implicated privileged or work-product protect material as related to the 2007 and present litigations, holding that, because there was sufficient evidence that Plaintiffs' interests were adverse to the interests of the corporation as concerned the litigations, Plaintiffs were not entitled to privileged or protected information relating to the two litigations. View "Chambers v. Gold Medal Bakery, Inc." on Justia Law

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This case involved a family dispute among the owners of several business entities (collectively, companies) that were established in connection with the operation of a chain of automobile dealerships. When the family patriarch died, his four sons - James Jr, Mark, Joseph, and Michael - held equal ownership interests in the companies. In 2007, the brothers sold most of the companies' assets. Plaintiffs, the wives of James and Mark, brought this action against Joseph, Michael, and the companies challenging the disposition of business assets remaining after the 2007 sale. In connection with their action, Plaintiffs sought testimony and documents from the companies' general counsel and outside counsel. The lawyers refused to comply with the subpoenas based on the attorney-client privilege. Plaintiffs filed a motion to compel testimony and the production of documents. A judge allowed the motion. The Supreme Court affirmed the superior court's order insofar as the communications sought related specifically to the sale of life insurance policies, as the attorney-client privilege was waived as to this information. View "Clair v. Clair" on Justia Law

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John Marino, who died before this action, owned Corporation. Defendant sold equipment to Corporation, which failed to pay Defendant. Defendant obtained a default judgment against Corporation but was unable to enforce the judgment because Corporation had no assets. Defendant brought an action against Marino's estate, the executrix of Marino's estate, and another corporation owned by Marino, asserting claims for breach of contract, remedies under the Uniform Fraudulent Transfer Act (UFTA), violations of Mass. Gen. Laws ch. 93A, unjust enrichment, and fraud. Defendants filed a joint motion for judgment on the pleadings, arguing that none of the claims survived, as each claim arose from fraudulent acts or misrepresentations made by Marino. A superior court judge dismissed all claims against the estate. The Supreme Court affirmed in part and reversed in part, holding (1) the breach of contract, UFTA, and violations of Chapter 93A claims should not have been dismissed because the claims were contractual in nature; (2) the fraud claim was properly dismissed; and (3) the unjust enrichment claim should not have been dismissed because it was premised on the allegation that the executrix was retaining funds belonging to Defendant. Remanded. View "Kraft Power Corp. v. Merrill" on Justia Law

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Plaintiff Creative Playthings Ltd., a Massachusetts corporation, entered into a franchising agreement with Defendant under which Defendant agreed to operate a Creative Playthings franchise store in Florida. Plaintiff later terminated its agreement with Defendant and commenced this action against Defendant in the U.S. district court for breach of contract and associated claims. Defendant filed several counterclaims against Creative. Creative moved for summary judgment on Defendant's counterclaims, asserting they were time barred under the limitations provision in the franchise agreement. The federal district court judge declined to decide Creative's motion and instead certified the question of whether contractually shortened statutes of limitations are generally enforceable under Massachusetts law. The Supreme Court answered by holding that, in a franchise agreement governed by Massachusetts law, a limitations period in the contract shortening the time within which claims must be brought is valid and enforceable under Massachusetts law if the claim arises under the contract and the agreed-upon limitations period is subject to negotiation by the parties, is not otherwise limited by controlling statute, is reasonable, is not a statute of repose, and is not contrary to public policy. View "Creative Playthings Franchising Corp. v. Reiser" on Justia Law