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  • Posts by Michael J. Leard
    Associate

    Michael J. Leard is an associate in Nutter’s Litigation Department. He represents Fortune 500 companies in the areas of commercial litigation, product liability, pharmaceutical and medical device litigation, toxic tort, and ...

Hotel’s Rejection of Confidentiality Agreement Constitutes Rejection of $83 Million Offer to Sell under 'Right of First Offer' Provision

In Headquarters Hotel v. LBV Hotel, Judge Davis ruled that Headquarters rejected LBV’s offer to sell a property interest under a right-of-first-offer provision by refusing to execute a confidentiality agreement included with the offer.

Under an agreement between the parties, LBV has an estate for years in the real estate owned by Headquarters at 154 Berkeley Street, Boston, until 2131 (2131 is not a typo). The agreement includes a right-of-first-offer provision. Under that provision, if either party wants to market its interest to third parties, the selling party must first offer the interest to the other party at the same price and on the same terms the selling party would offer to third parties.

Justice: Justice Davis
Community Health Systems Affiliate Found Subject to Personal Jurisdiction in Massachusetts

In Steward Health Care System v. CHSPSC, Judge Sanders found that CHSPSC, an affiliate of Community Health Systems (CHS), is subject to personal jurisdiction in Massachusetts for claims made under transition-services agreement (TSAs) signed along with an asset-purchase agreement (APA).

Under the APA between Steward Health Care System LLC (Steward) and CHSPSC, Steward agreed to purchase eight hospitals outside Massachusetts. Under the TSAs between the same parties, CHSPSC agreed to provide services to facilitate the transition of the hospitals.

Judge Kaplan Orders Return of Documents Inadvertently Produced

Ruling on a motion seeking the return of inadvertently produced privilege materials, Judge Kaplan elaborated on the meaning of “inadvertent” in the context of Massachusetts Rule of Civil Procedure 26(b)(5) and so-called clawback agreements.  

Court Lacks Personal Jurisdiction Over Connecticut Corporation Incorporated After Its Owner Allegedly Committed Tortious Acts

In Renova Partners v. Michael Singer and Greenlight Development Partners, Judge Sanders granted Greenlight’s motion to dismiss for lack of personal jurisdiction because, among other things, Greenlight was “not even in existence” when the allegedly tortious acts occurred.

Michael Leard, a Nutter associate, recently interviewed Judge Brian A. Davis for a feature in the Massachusetts Bar Association’s Complex Commercial Litigation (ComCom) Quarterly. The article, Judge Brian A. Davis Discusses Business Litigation, highlights Judge Davis’s preferences and practices at various stages of litigation, including:

  • circumstances where he may encourage the submission of courtesy copies;
  • ways he may facilitate an expeditious and cost-effective discovery process;
  • topics he may address at the final trial conference; and
  • his voir dire process.

Judge Davis presides in BLS1 for the July – December rotation period. (Judge Kaplan presides in BLS1 for the January – June rotation period.)

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Judge Davis to Replace Judge Leibensperger in BLS1

Justice: Justice Davis
Plaintiff’s Chapter 93A Claim Boomerangs When Plaintiff Moves to Dismiss Chapter 93A Counterclaim

A business plaintiff’s assertion of a Chapter 93A claim could boomerang where the plaintiff moves to dismiss a Chapter 93A counterclaim. That’s a key takeaway from Judge Kaplan’s decision in Microsemi Corp. v. Langlois.

Judge Sanders Rules Call-In Center Not Required to Pay Premium for Sunday Work, Exempt from ‘Blue Laws’

Judge Sanders issued an interesting summary-judgment decision in Bassett v. Triton Technologies. She teed up the issue this way:

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