Narrative Opinion Summary
The case involves a derivative action brought by plaintiffs, who are limited partners in CC&F Fox Hill Associates Limited Partnership, against multiple defendants, including Marshall Field and various CC&F entities, as well as MGH Health Services Corporation and Brim of Massachusetts, Inc. The plaintiffs alleged breach of fiduciary duties, breach of contract, violation of a constructive trust, and violation of G. L. c. 93A. The core legal issue revolves around the registration requirement for foreign limited partnerships under G. L. c. 109, which barred CC&F Associates from maintaining an action in Massachusetts due to its failure to register. The Superior Court granted summary judgment in favor of the defendants, as the plaintiffs could not maintain derivative claims because CC&F Associates had not registered and was deemed non-existent after filing a certificate of cancellation in Delaware. The court further awarded costs to the defendants, finding the plaintiffs' challenge to the registration and revival of the partnership in Massachusetts unsubstantiated. The judgment emphasized that any revival must occur in Delaware, as per Delaware law. The decision was affirmed, precluding the plaintiffs from pursuing their claims without first rectifying the registration issue.
Legal Issues Addressed
Award of Costs in Litigationsubscribe to see similar legal issues
Application: The motion judge did not abuse discretion in awarding costs to the defendants, as the depositions were deemed reasonably necessary.
Reasoning: The motion judge conducted a two-day hearing and concluded that the depositions were reasonably necessary, as required by applicable rules. The judge found no disputed material facts, thereby satisfying the criteria outlined in Waldman v. American Honda Motor Co. Inc.
Derivative Action Standingsubscribe to see similar legal issues
Application: The plaintiffs' ability to pursue derivative claims was contingent upon the limited partnership's capability to bring action itself, which was precluded by the partnership's failure to register in Massachusetts.
Reasoning: The motion judge granted summary judgment for the defendants, determining that the plaintiffs could only pursue claims if CC&F Associates could have done so. Since CC&F Associates had not registered to do business in Massachusetts, it was barred from bringing an action there under G. L. c. 109.
Existence and Revival of Partnershipssubscribe to see similar legal issues
Application: The plaintiffs were precluded from reviving the partnership in Massachusetts as CC&F Associates' existence terminated upon the filing of a certificate of cancellation in Delaware.
Reasoning: However, this overlooks that CC&F Associates’ existence was terminated when its certificate of cancellation was filed in July 1991, prior to the plaintiffs' action. Under Delaware law, such a filing ends the partnership's existence.
Registration Requirement for Foreign Limited Partnershipssubscribe to see similar legal issues
Application: The failure of CC&F Associates to register as a foreign limited partnership in Massachusetts barred it from maintaining any legal action in the state.
Reasoning: According to G. L. c. 109, § 55(a), a foreign limited partnership cannot maintain an action in Massachusetts if it has not registered.