United States District Court, D. Massachusetts
MEMORANDUM AND ORDER
H. Hennessy United States Magistrate Judge.
Ana Flavia De Moura Lockwood has sued Defendants Todd
Madeiros and his company The Auto Shops, LLC, doing business
as AllThingsJeep.com (the “Company”).
See Verified Complaint, dkt. no. 1-1. Plaintiff
seeks attachment of $90, 000 of the Company's inventory.
See dkt. no. 1-1 at 7; dkt. no. 4. At the
parties' request, the Court held a hearing on the motion
on August 23, 2018, in anticipation of a sale of the
Company's inventory that is scheduled to close on August
28. On August 22, 2018, Defendants filed an opposition to the
motion, dkt. no. 7, and on August 23, 2018, immediately
before the hearing, Plaintiff filed a reply comprising a
six-page affidavit, dkt. no. 9.
I find that Plaintiff has failed to carry her burden to
attach, the motion for attachment is DENIED.
alleges in a verified complaint, dkt. no. 1-1, that she has
worked for the Company since 2010 and has reported to
Madeiros at all relevant times. Madeiros spends most of his
time in California but periodically travels to Massachusetts
complaint contains the following general allegation
concerning Plaintiff's compensation: “Throughout
the course of [Plaintiff]'s employment, the plaintiff
[sic], in recognition of her value added to the Company,
promised to compensate her for that value.”
Id. ¶ 9.
2017, Madeiros began considering offers to purchase the
Company. At an unspecified time, Madeiros promised Plaintiff
that if the Company sold for $5, 000, 000, he would give
Plaintiff $250, 000-a sum that amounted to 5% of the $5
million purchase price. Id. ¶ 11. That alleged
promise is central to the case.
2017, Plaintiff, while using a computer screen shared with
Madeiros, discovered that Madeiros was watching pornography
on a company computer, and was making the pornography visible
to her and other employees. This went on for several months.
In or around that September, Plaintiff confronted Madeiros
about his behavior and “gave [him] an ultimatum that
this behavior had to stop.” Id. ¶ 15.
Since then, Madeiros has treated Plaintiff with hostility.
around January 2018, Drake Automotive Group
(“Drake”) emerged as a potential purchaser of the
Company. Madeiros travelled to Massachusetts that month in
connection with the potential sale. During that trip,
Madeiros informed Plaintiff that he did not believe he owed
Plaintiff anything. But Plaintiff insisted that she was owed,
and Madeiros ultimately offered her $175, 000 if the sale to
Drake occurred, subject to unspecified contingencies. That
amount was 4.3% of the potential sale price.
sale to Drake fell through. Plaintiff told Madeiros she
wanted to put their agreement in writing. Defendant replied
that “‘in [his] mind' it is the same
agreement we have always had.” Id. ¶ 23.
Plaintiff then replied, confirming that her understanding of
the agreement was that she would receive “about 4% of
the purchase price, like the Drake deal.” Id.
¶ 24. Madeiros did not dispute that percentage, but said
he would consider how to structure the agreement and then get
back to her.
kept working for Defendants “[i]n continued reliance on
the oral promises of compensation.” Id. ¶
26. Madeiros at one point offered Plaintiff and another
employee a chance to buy the Company, but he ultimately chose
to seek another buyer. There emerged a new potential buyer,
with whom Madeiros is engaged in ongoing negotiations.
Madeiros allegedly “put other business plans to
increase the value of the company on hold” while
conducting those negotiations. Id. ¶ 30.
Plaintiff believes Madeiros and the buyer may consummate a
sale before the end of the month. During a phone call in June
2018, Madeiros told Plaintiff he did not have to give her
Company is sold, Plaintiff will have the opportunity to agree
to work for the buyer. But Madeiros's unspecified actions
and inactions allegedly are interfering with her ability to
do so. Madeiros's conduct also allegedly caused Plaintiff
to suffer emotional distress and high blood pressure, for
which Plaintiff has been prescribed medication.
summarize relevant facts in Madeiros's affidavit opposing
attachment, dkt. no. 8. According to the affidavit, Plaintiff
started working for the Company as a part-time bookkeeper in
2010. She was promoted several times and is now the general
manager. Her compensation in 2017 was $118, 560, 57% more
than she made in 2016.
2017, Madeiros and Plaintiff agreed on a strategic plan for
the Company, and agreed that Plaintiff would be responsible
for executing the plan. They agreed that if the plan were
successful, the Company's value could increase from
somewhere between $3.5 million and $4 million to $5 million.
In May 2017, Madeiros told Plaintiff that if he sold the
Company in 2018 for $5 million, he would pay her a $250, 000
bonus. Madeiros never offered Plaintiff a specific percentage
of the Company's sale price. The offer was expressly
conditioned on the Company being sold for at least $5
August 2017, Plaintiff sent Madeiros a monthly statement
indicating that the Company's revenues had declined.
Plaintiff expressed to Madeiros that the decline was not her
fault and that Madeiros had “set her up to fail.”
Id. ¶ 15. During a phone call on September 16,
2017, Plaintiff resigned with 30 days' notice. The next
day, Plaintiff sent Madeiros a text message expressing, among
other things, that “the reason I can't keep working
for” Madeiros was that Madeiros “set me up to
fail over and over.” Id. ¶ 18.
of Plaintiff's text message (September 17, 2017),
Madeiros approached two potential buyers: Drake, and Turn5.
Four days later, Plaintiff and Madeiros agreed that Plaintiff
would keep working for the Company through January 31, 2018
and would receive a $20, 000 bonus for doing so. Plaintiff
did so, and Madeiros paid her the $20, 000 bonus.
December 13, 2017, Madeiros entered into a letter of intent
with Drake to buy the Company for $3 million at closing, plus
an additional $1 million if the Company's revenues
increased by $1 million in the year following the sale.
Madeiros discussed with Plaintiff the negotiations with
Drake. Plaintiff expressed concern about what the sale would
mean for her continued employment and threatened to
“blow up” the deal. Id. ¶ 23.
about Plaintiff's threat, Madeiros offered her a bonus
conditioned on the sale to Drake going through. First, he
offered Plaintiff $75, 000 if she worked for Drake for a
transition period to be agreed upon, “most likely four
to six months.” Id. ¶ 26. Second, he
offered Plaintiff an additional $100, 000 if she remained
with Drake for 12 months and the Company earned $1 million in
“incremental revenue” during that 12-month
declined this bonus and made a counteroffer by email dated
January 3, 2018. The counteroffer was a bonus of 4% of the
sale price to Drake, plus 4% of the additional $1 million
that Drake would owe Madeiros if the Company's revenues
increased by $1 million in the year after the
sale. Madeiros did not agree to those proposed
terms. The Drake deal was never consummated.
2018, Madeiros received an offer from Turn5 to purchase the
Company. On July 20, 2018, Madeiros and Turn5 agreed that
Turn5 would purchase the Company's assets for
approximately $2.25 million, with approximately $1 million
due at closing and the rest due in 36 monthly
installments. Madeiros had to lower the price by tens of
thousands of dollars because he could not guarantee that
Plaintiff would stay and help the Company transition to
Turn5's ownership. At the August 23 hearing, Defendants
represented that Madeiros and Turn5 are scheduled to close
the deal on August 28, 2018 at midnight.
a phone call with Plaintiff on June 20, 2018, Madeiros
offered Plaintiff a bonus of $75, 000 if she agreed to
employment with Turn5 for 4 to 6 months after the sale.
Plaintiff at first declined, and then said she would think
about it while Madeiros and Turn5 conducted due diligence. On
June 25, 2018, Madeiros received an email from
Plaintiff's counsel rejecting the $75, 000 bonus offer.
denies ever sexually harassing Plaintiff, subjecting
Plaintiff to a hostile work environment, or retaliating
against Plaintiff. He notes that he and Plaintiff often
stayed at each other's houses and with each other's
families while travelling on business; that Madeiros promoted
Plaintiff and increased her pay numerous times; that Madeiros
paid her a $20, 000 bonus for staying with the Company
through January 2018; and that in June 2017, Madeiros ...