A quarterly summary and brief analysis of significant decisions issued by the Massachusetts Superior Court Business Litigation Session. A service of O’Connor, Carnathan and Mack LLC.		  

October 2006

Volume 3
Number 2
Page 3
 

Summarizing opinions from April 1, 2006 through
June 30, 2006


Claims Against London-Based Holding Company
Dismissed for Lack of Personal Jurisdiction
 

 
 

 


 

 

 

 

 
     

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

Yanagi v. LogicaCMG, plc, 2006 Mass. Super. LEXIS 156
(April 7, 2006) (van Gestel, J.).
     

The Court allowed Defendant’s motion to dismiss for lack of personal jurisdiction. Plaintiff had previously filed a breach of contract action in Essex Superior Court against a company known as LogicaUSA, a Delaware corporation headquartered in Lexington, MA. After the Court in the prior pending action denied Plaintiff’s motion for leave to amend the complaint to add LogicaCMG, plc as a party, Plaintiff filed a new action in the Business Litigation Session against


 

 

 

 

 

LogicaCMG,  plc, a London based com-pany which has no offices, and does not conduct any business, in Massachusetts. Judge van Gestel allowed the motion because the Plaintiff failed to show that jurisdiction was warranted under the Long Arm Stature, G.L. c. 223A, § 1 et seq. The Court noted that Defendant was a mere holding company, tenuously related to LogicaUSA, and at least three entities removed from LogicaUSA in the corporate organization.


 
 

 


 

 

 

 

 
 
     
     
 


Partner not Entitled to Equitable Dissolution of Partnership
 

 

 
 

 

 


 

 

 


 

BPR Group Limited Partnership v. Bendetson,, 20 Mass. L. Rep. 684, 2006 Mass. Super. LEXIS 157 (April 3, 2006) (van Gestel, J.).
     

In this decision, the Court addressed Defendants’ motion for summary judgment on BPR Group, L.P.’s (“BPR”) claim that it was entitled to dissolution of a partnership pursuant to G.L. c. 108A, §32(1)(f), which authorizes a decree of dissolution where there are “other circumstances which render a dissolution equitable.”

The Court interpreted the equitable dissolution prong of Section 32(1) as requiring a showing that the Defendants had engaged in conduct prejudicially affecting the carrying on of the

 

 

 

 

 

 
partnership business; that Defendants had willfully or persistently committed breaches of the partnership agreement such that it is not reasonably practicable to carry on the business; or that the business of the partnership can only be carried on at a loss. See G.L. c. 108A, §32(1)(c)-(e). The Court found that none of these circumstances was present and that BPR’s loss of confidence in one of the three partners was insufficient to warrant dissolution. The Court therefore allowed Defendants’ motion for partial summary judgment. 
 

 

 

 

 


 


 
 
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