Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Langan v. Smith

United States District Court, D. Massachusetts

May 31, 2018

RICHARD LANGAN, Plaintiff,
v.
JOHN H. SMITH, AMPM FACILITY SERVICES CORP., MARY JANE BEAUREGARD, MATTHEW P. ZAYOTTI, LISA G. ARROWOOD, ELIZABETH A. KAYATTA, KEEGAN WERLIN LLP, and ARROWOOD LLP, Defendants.

          MEMORANDUM AND ORDER

          Patti B. Saris Chief United States District Judge

         INTRODUCTION

         This case stems from a 2013 legal malpractice suit against Plaintiff Richard Langan, a solo practitioner of law. Having prevailed in that suit, Langan now brings this action under the federal Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961, et seq. (“RICO”), and state law. Because the complaint fails to allege a plausible RICO claim, Defendants' motions to dismiss (Dkt. Nos. 30, 35, and 42) are ALLOWED with respect to the RICO counts. The Court declines to exercise supplemental jurisdiction over the remaining state-law claims. Accordingly, the case is DISMISSED without prejudice to filing the state-law claims in state court.

         FACTUAL BACKGROUND

         The following facts are drawn from the complaint.

         I. The Defendants

         The Defendants fall into three groups: the Smith Defendants, the Arrowood Defendants, and the Keegan Defendants.

         The Smith Defendants include the entity at the center of this case: AMPM Facility Services Corporation (“AMPM”), a janitorial services company. Defendant John Smith owns and operates AMPM, and is its president, treasurer, secretary, director, registered agent, and sole shareholder. Defendant Mary Beauregard is Smith's wife and an AMPM employee.

         The Arrowood Defendants include the Massachusetts law firm Arrowood LLP, as well as two of its attorneys: Lisa Arrowood, a partner, and Elizabeth Kayatta, an associate.

         The Keegan Defendants include another Massachusetts law firm, Keegan Werlin LLP, and one of its former partners, Matthew Zayotti.

         II. Cleaning Up an Employment Contract

         In the fall of 2010, Smith began to negotiate new terms of employment with J. Kenneth Foscaldo, who had served as AMPM's general manager since 1990. In September 2010, Smith and AMPM retained attorney Richard Paster to represent them in these negotiations. Over the course of several months, the negotiations produced three interrelated documents, all drafted by Paster: a stock-purchase agreement, a five-year promissory note, and an employment agreement.

         Via the stock-purchase agreement, Foscaldo sold his shares of AMPM stock to Smith; in exchange, Smith signed the note, which bound him to pay Foscaldo in annual installments of $112, 500. At the same time, Foscaldo signed the employment agreement, which provided that AMPM could only terminate Foscaldo “for cause.” The promissory note and the employment agreement were connected by way of an acceleration clause that permitted Foscaldo to demand immediate payment on the full amount of the note if AMPM terminated his employment without cause or if Smith missed a payment.

         In July 2011, Foscaldo and AMPM agreed to modify the employment agreement. George Shay, then the president of AMPM, retained Langan to memorialize these changes via an addendum to the employment agreement, which provided that either AMPM or Foscaldo could terminate it without cause upon 30 days' written notice. However, Langan did not alter the note's acceleration clause, which continued to require full payment if Foscaldo were terminated without cause. Langan billed one hour of time to prepare the addendum.

         III. Things Get Messy

         In November 2011, AMPM fired Foscaldo without cause, and Foscaldo sued to enforce the note's acceleration clause. In November 2012, a Massachusetts Superior Court judge awarded summary judgment in Foscaldo's favor, determining that the addendum, as drafted by Langan, could not be read to alter the note's acceleration clause, and thus the entire note was due.

         Faced with this adverse ruling, Smith and AMPM, in May 2013, sued Paster for malpractice over his drafting of the documents. This malpractice complaint was drafted and filed by Zayotti, one of the Keegan Defendants. Over the next several months, AMPM, Smith, and Beauregard retained Arrowood and her firm to represent them in the malpractice suit. In November 2013, ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.