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Defendant Tony Ilacqua owned and operated
a taxi business. In the mid-1980s, he set up a series of
separate companies to manage the exposure to liability
of having numerous taxi medallions. Each company held
one to three medallions. Different family members served
as the shareholder, officer and director of each
company. Tony’s son, Steven, was the officer, director
and shareholder of three such companies, and his wife,
Antonella, held that role for one company, as did their
daughter, Victoria Rose.
In each instance, the designated family
member executed a “nominee” or “straw” agreement,
stating that Tony retained beneficial ownership and
control of the company. Plaintiff challenged the
authenticity of the applicable agreements, but failed to
offer any evidence to raise a genuine issue of material
fact on the summary judgment record regarding their
authenticity. The straw agreements were not filed with
or disclosed to the Hackney Division of the Boston
Police Department or the Secretary of State.
Steven died December 31, 2000, intestate.
After the relationship between |
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Antonella and Steven’s family broke down,
she filed a multi-count action asserting a variety of
claims against Tony and the law firm that assisted with
the corporate structuring. The court rejected them all,
concluding that the terms of the straw agreements “are
clear and unequivocal, leaving no doubt that the person
to whom the stock is issued is a mere nominee, holding
the stock not for his or her own benefit, but on behalf
of Tony.”
The court agreed that the structure
“contemplate[d] the potential commission of a fraud” in
that the intention was to conceal Tony’s beneficial
ownership from potential creditors. The court concluded,
however, that this did not render the agreements
unenforceable between the parties to them. The court
similarly rejected the plaintiff’s assertion that Tony
should be equitably estopped from claiming ownership of
the stock, since there was no evidence that she had been
misled or that Tony had asserted in court that he was
not the owner of the stock (although the evidence
implied that Tony may have misled a prior litigation
opponent in settlement negotiations).
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