$________ – CONTRACT – BREACH OF FIDUCIARY DUTY – UNJUST ENRICHMENT – CORPORATE MISMANAGEMENT – FRAUDULENT TRANSFER – CORPORATE FREEZE-OUT – DEFENDANT FATHER BREACHES DUTY TO DAUGHTER RESULTING IN DETERIORATION OF FAMILY RUN BUSINESSES.

Suffolk County, MA

This case involved a complex business dispute between the plaintiff daughter and her defendant father. The plaintiff alleged that the defendant breached his fiduciary duty to the plaintiff. The plaintiff also alleged unjust enrichment by the father. The defendant denied all liability and wrongdoing.

In ________, the defendant, who had been in the real estate development business for most of his life, brought the plaintiff daughter into the business while she was still a college student. The two created the plaintiff corporation to purchase, permit and subdivide real estate. The plaintiff was made sole shareholder of the new corporation since the defendant father, with a history of federal tax liens and creditor claims, did not want to hold an ownership interest. The defendant caused the plaintiff to sign a stock purchase agreement at the time that the corporation was formed, essentially permitting the defendant to purchase shares of the plaintiff corporation at the lesser value of $________ or their fair market value.

In ________, the plaintiff also became the sole shareholder of another corporation known as Signature Homes Building Group, a corporation that her mother had incorporated in ________. When the plaintiff became the sole shareholder of that corporation she also signed another stock purchase agreement, once again giving her father the right to acquire the stock in that entity as well. The one corporation operated jointly with the other, one holding most of the assets and the other holding the debt obligations.

The defendant guided the plaintiff in the operation of the corporations directing her to purchase lands and incur personal guarantees on large sums of debt that were used to acquire and develop the properties. The financial downturn in the economy negatively impacted what was a thriving business. The defendant father blamed the downfall of the business on the plaintiff and exercised his stock purchase rights for the plaintiff corporation, but left the plaintiff with the corporation that held all of the debt for the real estate development ventures. The defendant father transferred all of the assets of his newly acquired corporation to himself personally and formed a new entity, one of the co-defendant corporations.

The plaintiff brought suit against the defendant father and the corporate entities alleging unjust enrichment and breach of fiduciary duty. The plaintiff alleged that the defendant father owed her a fiduciary duty as a "partner" of the business and he had breached that duty by his actions toward the plaintiff daughter and corporation. The plaintiff also asserted equitable claims of corporate freeze-out and corporate mismanagement. The defendants denied all liability and maintained that there had been no wrongdoing.The matter was tried over a period of eight days. At the conclusion of the trial, the jury deliberated for five hours and found in favor of the plaintiff and against the defendant. The jury determined that the defendant owed the plaintiff a fiduciary duty based upon their partnership relationship and the defendant father breached that duty. The jury awarded the plaintiff the sum of $________ in damages.