Robert L. Kirby, Jr. and Scott M. Zanolli Granted Summary Judgment in Federal Court Breach of Contract Case

By Scott M. Zanolli

Pierce & Mandell attorneys Robert L. Kirby, Jr. and Scott M. Zanolli recently won summary judgment for the firm’s clients in the Federal District Court for the District of Massachusetts (Stearns, J.) in a matter seeking a multimillion dollar damages award. The firm represented two individuals accused of breaching a stock purchase agreement and refusing to sell their shares of a technology company to a venture capital firm.

The plaintiff alleged that the firm’s clients were bound by a proposed multiparty stock transfer agreement between the plaintiff, the clients, and a third-party technology company, which required the technology company’s sign-off and approval of the transaction. The stock transfer agreement was signed by the plaintiff and the clients, but not the technology company. When the technology company refused to agree to the terms of the stock transfer agreement and instead proposed a subsequent agreement containing different terms, the clients declined to go forward with the transaction and the plaintiff sued in federal court for damages in excess of three million dollars.

Pierce & Mandell was able to secure summary judgment for its clients on all claims brought by the plaintiff on the grounds that the negotiations between the plaintiff and clients showed that they did not intend to be bound by the terms of the stock transfer agreement until it was signed by the third and final party. The Court also ruled that even if the plaintiff and clients had intended to be bound by the agreement they had properly executed a termination right they negotiated into the contract.

Pierce & Mandell litigators routinely represent clients in a variety of business and contract related matters in both state and federal courts. Please contact Robert L. Kirby, Jr. at rkirby@piercemandell.com or Scott M. Zanolli at scott@piercemandell.com for more information about our business litigation services.

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