A quarterly summary and brief analysis of significant decisions issued by the Massachusetts Superior Court Business Litigation Session. A service of O’Connor, Carnathan and Mack LLC.		  

October 2007

Volume 4
Number 1
Page 3
 

Summarizing opinions from January 1, 2007 through
March 31, 2007
 
 

 


 

 

 

 

 

 

 
     

O  T  H  E  R      D  E  C  I  S  I  O  N  S  :

Bujold v. EMC Corp., 2007 WL 867086 (Mass. Super.)
(Jan. 23, 2007) (Gants, J.).
     

This case raises (but does not yet resolve) the interesting question of whether employees who use computers and other office machines are covered by G.L. c. 149, § 48. Bujold claimed that EMC violated the statute by requiring him to work seven days in a row without a day off. Judge Gants recognized that the case was “likely to rise or fall on the determination of whether Bujold was employed at EMC in a manufacturing, mechanical or mercantile establishment, as those terms are defined in Chapter 149.” Id. at *3. Preferring to address this issue on a factual record, the court denied EMC’s motion to dismiss. However, the court issued an order limiting discovery

 

 

 

 

 

 

 

to the key definitional question with an eye toward resolving the matter promptly on a motion for summary judgment.
While the court also went on to hold that plaintiff’s common-law claim for wrongful termination had been supplanted by the statutory remedy afforded by Chapter 149, the court declined to hold whether plaintiff’s statutory civil rights claim had also been supplanted: “since the law is not yet crystal clear as to whether a more general statutory remedy may be pursued along with a more precisely tailored statutory remedy … the better part of wisdom is to permit Bujold to pursue both theories and resolve the legal question after the jury has spoken.” Id.  

 
 

 


 

 

 

 

 

 

 
 
     
     
 

 

 
 

 

 


 

 


 

 


 

Vespers Realty Advisors, Inc. v. Binswanger Management Corporation, 2007 WL 867085 (Mass. Super.) (Feb. 1, 2007) (Gants, J.).
     

In this case, defendants moved for summary judgment after the court held that the dispute resolution provision of a contract was unenforceable. The gist of defendants’ argument was that the now-invalid provision could not reasonably be severed from the contract, and that the entire agreement must be therefore be considered void. Judge Gants disagreed.

The dispute resolution provision purportedly permitted the defendants to act as arbitrator and obtain judicial enforcement of its findings, even if those findings appeared to be erroneous, inconsistent, or unsupported by the record. Id. at *1. The court, however, did not believe that a provision granting
 

 

 

 


 

 

 
defendants unfettered authority to review disputes should be deemed essential to the larger contract. To the contrary, “every contract in Massachusetts has an implied covenant of good faith and fair dealing … [t]herefore, BOM implicitly already agreed that these referral disputes must be decided fairly.” Id. at *2. Severance of the offending provision eliminated only defendants’ power “to have those disputes decided solely by itself.” Id. Defendants had overreached by seeking to make themselves the sole arbitrator of disputes, and Judge Gants would not “allow the unfairness of BOM winning by overreaching.”
 

 

 

 

 


 


 


 
 
     
     
 

 

 
 

 

 


 


 

Badlands Trust Co., LLC v. Putnam California Inv. Grade Mun. Trust, 2007 WL 1056820 (Mass. Super.) (March 26, 2007) (van Gestel, J.).
     

Like the Bergeron case above, this case involves a request for a motion for a preliminary injunction. The plaintiff made a tender offer to acquire control of a fund managed by defendant; in response, defendant opted to liquidate and terminate the fund. Plaintiff sought to enjoin defendant from taking such action,

 

 

 

 
claiming that liquidation was a violation of the fiduciary duties owed to fund shareholders. As in Bergeron, the court in this case held that plaintiff failed to demonstrate irreparable harm to itself or that the balance of harms favored an award of injunctive relief. The motion for a preliminary injunction was therefore denied.
 

 

 

 



 
 
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