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Business Litigation: October 2012 Archives

Avoiding Legal Pitfalls When Employees Are Also Minority Shareholders

It is well recognized that the shareholders of a Massachusetts close corporation are fiduciaries of each other.  As a rule, this is true for majority shareholders, but the law may be much more nuanced regarding the duties of minority shareholders. A close reading of the Supreme Judicial Court's decision in the leading case Donahue v Rodd Electrotype, as well as the reasoning behind the commonly understood rule, suggests a minority shareholder's obligation to the majority is limited and depends on their ability to control or influence the close corporation and not simply their status as shareholders.  Moll, D., Of Donahue and Fiduciary Duty:  Much Ado About . . . ?, 33 Western New England L. Rev. 471, 478 (2011); See also, Blaiklock, A., Fiduciary Duty Owed By Frozen-Out Minority, 30 Ind. L. Rev. 763, 774 (1997).

Business Litigation Session Limits Partial Dispositive Motions

Prosecuting or defending a motion to dismiss or a motion for summary judgment can be a substantial undertaking.  In a complex case a motion for summary judgment can consume a hundred hours or more of attorney time and tens of thousands of client dollars.  At the same time, reviewing all of the submitted material and producing a reasoned opinion consume significant amounts of court resources, resources which are already stretched thin due to budgetary constraints.  Too often attorneys and litigants file motions to dismiss or for summary judgment as a matter of course, even when those filings will, at best, remove only a portion of the claims from a case, while achieving little or no reduction in further litigation cost or trial time.

Foreign Judgments Recognition Law Due for Update

The Commonwealth's policy regarding the recognition and enforcement of money judgments rendered by foreign courts has suffered from lack of clarity, as shown in the current version of the Uniform Foreign Money-Judgments Recognition Act, Mass. Gen. Laws ch. 235, sec. 23, (the "UFMJRA").  A corrective bill pending in the Massachusetts legislature, the Uniform Foreign-Country Money Judgments Recognition Act, if adopted, would promote both predictability and sound public policy with respect to the enforcement of foreign judgments in the Commonwealth. The new foreign judgments recognition legislation was promulgated in 2005 by the Uniform Law Commission and has been adopted by eighteen states.

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