by Administrator on April 17, 2007
The Massachusetts Court of Appeals recently reversed a jury finding of tortious interference with advantageous customer relations on the grounds that it was not supported by the evidence. A distributor (Brewster) of wallpaper products brought a breach of contract suit against its supplier (Blue Mountain) after the supplier failed to deliver its products in a timely manner. Although the distributor was awarded substantial damages on the breach of contract claim, the Appeals court reversed on the tortuous interference claim due to lack of evidence.
Here is an excerpt from the court’s decision (full text can be found here): [click to continue…]
by Administrator on February 13, 2007
I often get asked by people, how much does it cost to incorporate? Here is a quick overview of the various filing fees that you can expect to pay to get your business up and running: [click to continue…]
by Administrator on January 24, 2007
The Massachusetts Supreme Judicial Court recently considered a case involving the attempt by one party to recover amounts paid under a contract that was later determined to be illegal. The facts of the case involved a one page contract that the National Association of Government Employees, Inc. (NAGE) entered into with a consultant to win a government award of a contract to develop real estate. The contract called for the payment of $250,000 if and when the development was “approved and built.” After NAGE won the contract it paid consultant $200,000 with the balance apparently due when the project was completed. The project was not, however, completed and litigation ensued. Under Massachusetts statute, contracts that are contingent upon a government decision are unenforceable. The issue before the court was whether NAGE was entitled to recover the $200,000 it paid to the consultant. The lower appeals court said yes, but the SJC reversed.
Here is the court’s summary of the law in this area (full text can be found here): [click to continue…]
by Administrator on January 22, 2007
The Sunday New York Times business section has a good roundup of the various issues that arise in signing non-compete agreements. In Massachusetts it is common, particularly among high tech companies, to require all employees to sign some form of non-competition agreement (along with other standard employee agreements involving confidentiality and assignment of inventions made while at work). Here is the full text of the NYT article: [click to continue…]
by Administrator on November 13, 2006
The AP reported on a case in Massachusetts in which the Panera Bread Company attempted to enforce a provision in its shopping mall lease that bans rival sandwich shops to stop a mexcican fast food chain from moving into the same mall. Here is the short AP write up on the case:
[click to continue…]
by Administrator on November 3, 2006
Minority investors in a closely held business often find that they have little control over the direction of the company, with most corporate action often requiring only a majority vote at the shareholder or board level. That is why venture capital investors typically create a separate class of preferred stock that gives them a greater degree of control over corporate decisions including board representation and approval rights for significant corporate actions including the hiring of senior management.
Companies are often, however, reluctant to agree to board seats or issue preferred stock unless the investor is making a substantial capital investment. In those situations where board representation is not an option, minority investors might consider putting in place contractual obligations to participate in the affairs of the company and get regular updates on how the company is performing. This type of agreement is referred to as a Management Rights Agreement and, although it is an imperfect alaternative to other forms of control, it gives the investor the opportunity for investors to stay informed about the what is going on at the company. A Management Rights Agreement is between the company and the individual investor and can provide the investor with the right to:
[click to continue…]
