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

Dann v. Patten, 2007 WL 1302603 (Mass. Super.)
(March 12, 2007) (Gants, J.).

Judge Gants granted summary judgment to defendants on plaintiff’s claims for breach of fiduciary duty, breach of corporate by-laws, and violations of G.L. c. 93A. The court found that the transfer of stock from one physician shareholder to another that formed the basis of plaintiff’s complaint was never actually completed; there were thus no damages to be proved and no basis for the claim to go forward. The court further found that the alleged contractual obligation of one shareholder to refer patients to another shareholder was not, in fact, mentioned anywhere in the contract – nor would the court recognize such an alleged obligation to be

 among the fiduciary duties owed by one shareholder to another in a professional corporation. With similar dispatch, the court also rejected plaintiff’s claim for breach of a promise by one shareholder to sub-lease premises to the corporation. This claim was not raised in plaintiff’s complaint, was barred by the statute of frauds, and was not supported by any evidence of damages. Finally, the court rejected plaintiff’s 93A claim, noting that disputes among closely-held shareholders fall outside the rubric of the statute.

The Court Orders President of Corporation to Permit Access to Corporate Records.

Cellular Express, Inc. v. Smith Bagley, Inc., 2007 WL 869254 (Mass. Super.)
(March 5, 2007) (van Gestel, J.).

The court here granted Defendant’s motion dismiss the complaint for lack of personal jurisdiction, pursuant to Mass. R. Civ. P. 12(b)(2). The defendant was a foreign corporation unregistered in

Massachusetts; it does not maintain an office, own property, pay taxes, advertise for business, or provide any services to persons or entities in the
Commonwealth.

Brown v. Donavan, 2007 WL 738946 (Mass. Super.)
(Jan. 22, 2007) (van Gestel, J.).

This case presents another rejected challenge to an arbitration award based on alleged violation of public-policy. Judge van Gestel’s opinion reprises much

of his analysis from the MassMutual case above. The obvious lesson from these decisions is that arbitration awards are extremely difficult to challenge successfully.

Lampert, Hausler, Rodman, P.C. v. Gallant, 2007 WL 756432 (Mass. Super.)
(Jan. 2, 2007) (van Gestel, J.).

This matter came before the court on a complicated procedural posture. Following trial, appeal, and remand, defendants filed motions raising affirmative defenses and seeking judgment notwithstanding the verdict or a

new trial. The court struck the motions in light of the remand order from the Court of Appeals, concluding that the only issue left open on remand was the amount of defendants’ liability – not the question of liability itself.