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Martz v. Dranetz

Superior Court of Massachusetts, Suffolk

August 30, 2018

Shane MARTZ
v.
Andrew DRANETZ et al.

          File Date: August 31, 2018

          MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT AND PLAINTIFF’S CROSS MOTION FOR PARTIAL SUMMARY JUDGMENT

          Janet L. Sanders, Justice of the Superior Court

          This is a dispute between co-owners of a laser light show production company that was dissolved by agreement. Plaintiff Shane Martz contends that the defendant Andrew Dranetz breached that agreement and otherwise engaged in wrongful conduct following the dissolution. Named as a co-defendant is Dranetz’ current business Pinnacle Laser Productions, LLC (Pinnacle). Martz’s Complaint contains ten counts: breach of the covenant of good faith and fair dealing (Count I), breach of fiduciary duty (Count II), fraud in the inducement (Count III), intentional and negligent misrepresentation (Count IV), fraud (Count V), breach of contract (Count VI), conversion (Count VII), unjust enrichment (Count VIII), intentional interference with contractual business relations (Count IX), and violation of G.L.c. 93A, § 11 (Count X). The defendants move for summary judgment on the grounds that the plaintiff has no reasonable expectation of proving the elements of his various claims. Martz opposes the Motion and moves for partial summary judgment on Counts I and II. Having carefully reviewed the pleadings and materials submitted by the parties, this Court concludes that the defendants’ Motion must be ALLOWED and Martz’s Motion must be DENIED.

         BACKGROUND

         The summary judgment record in this case contains the following material facts that are not disputed. In October 2007, Martz and Dranetz formed Dynamic Lighting Systems, LLC d/b/a Dynamic Lasers (Dynamic). Dynamic was in the business of installing and producing laser light show productions. Dranetz served as chief financial officer and was responsible for sales. Martz was chief technology officer, primarily handling technical matters. Martz was also in charge of the company’s inventory: he maintained the equipment, repaired and cleaned equipment, and designed and built hardware, including lasers. Both Dranetz and Martz performed installation work. Both men had other jobs or side businesses when they operated Dynamic.

         Mitchell Piper is the owner of K Systems, a sole proprietorship engaged in the business of providing audio and video solutions for commercial and residential customers. In early 2014, Orlando Marriott World Center approached K Systems about engaging it as the general contractor for an audio-visual installation at the Orlando Marriott property (the Marriott Project). The Project was to include a laser light show at the Orlando Marriott in Florida. Based on a referral, Piper approached Dranetz to ask if he would be interested in selling laser light systems and related software to K Systems for the Marriott Project. Dranetz informed Piper that he was interested, and on July 16, 2014, Dynamic submitted a proposal to Piper. The preliminary price estimate for these items totaled $395, 074.50. If the proposal was accepted, it would be Dynamic’s largest job. Dranetz-and then later both Dranetz and Martz-traveled to Orlando to make a sales pitch for the Marriott Project along with other vendors.

         In the meantime, the working and personal relationship between Dranetz and Martz deteriorated. Martz accused Dranetz of misusing company funds, and Dranetz complained about Martz’ relationship with Dynamic customers. On April 22, 2015, Dranetz formed Apex Lasers, LLC (Apex) which later changed its name to Pinnacle Laser Productions, LLC (Pinnacle). Pinnacle is named as a co-defendant in this action. On April 25, 2015, Dranetz informed Martz via email that he wanted to "part ways" with Martz and dissolve Dynamic. Negotiations between the two over the terms of a dissolution ensued.

          One of those points of discussion concerned the Marriott Project in the event that it went forward. In a July 20, 2015 email to Dranetz’ attorney, Martz expressed concern that Dranetz had called for the dissolution of the company so that he could keep the profits from that job. Dranetz reminded Martz that there was no job in place, since Dynamic at that point had not been awarded the contract for the Project. Martz wrote: "If there is no Marriott job, as Andrew [Dranetz] keeps insisting, he should have no difficulty agreeing now to share the profits from it, whenever they are paid." In another email dated July 27, 2015, Martz wrote: "If there is in fact nothing, Andrew should have no problem agreeing to split whatever nothing he receives from Marriott." Dranetz’ attorney responded that Dranetz was "fine with splitting with you any money he receives from Marriott." On August 16, 2015, Martz signed the three-page dissolution agreement (the Agreement) which included the following language:

Dranetz will give Martz 50% of any income he receives from any individual or entity as payment for work provided to or with Mitch Piper of K Systems and/or the Marriott Corporation, or any of its managers, agents, servants, employees, heirs, assigns, officers, boards, directors, partners, shareholders, successors, predecessors, trustees, beneficiaries, affiliated entities, assignors, attorneys, subsidiaries, and divisions-included but not limited to installation, parts, wholesale, programming, or on-site services within the next twelve (12) months.

See Exhibit 9, Section 5 of Agreement. Dynamic filed a Certificate of Cancellation with the Secretary of State on September 11, 2015.

         Around the same time that the Agreement was executed, Orlando Marriott World Center officially hired K Systems as general contractor for the laser installation. When Piper contacted Dranetz about working as a subcontractor, Dranetz informed him that he and Martz had dissolved Dynamic and that as a consequence, Dynamic would not be able to sell laser light systems and software to K Systems.[1] Piper asked Dranetz if he would be able to sell these items individually, but Dranetz declined, stating in an October 9, 2015 email that the job was "too big for me to do as just 1 person, and there are also legal measures in place per my dissolution with Shane that prevent me from doing so." Dranetz referred Piper to Justin Perry of Pangolin Project Referral Network, LLC (Pangolin). Piper ultimately purchased five laser systems and software from that company.

         There is no evidence in the summary judgment record to suggest that Dranetz or his new company Pinnacle performed any work on the Marriott Project after the Agreement was executed and Dynamic dissolved. There is also no evidence that Dranetz or Pinnacle earned any type of compensation from it, with the exception of a $1, 000 amount that Pangolin paid Dranetz for recommending it to K Systems. Dranetz offered to split the $1, 000 with Martz several times, but Martz refused to accept it. Piper also promised Dranetz that "[t]here will be a lunch pail in your future as a more tangible/useful expression of our appreciation." There is no evidence, however, that this resulted in any quantifiable benefit to either Dranetz or Pinnacle.

         DISCUSSION

         One of the purposes of the summary judgment rule is to isolate and dispose of factually unsupported claims. Kourouvacilis v. General Motors Corp.,410 Mass. 706, 711 (1991), quoting Celotex Corp. v. Catrett,477 U.S. 317, 322 (1986). Accordingly, summary judgment should be granted where the moving party demonstrates that the plaintiff has no reasonable expectation of proving the elements of his claim. Flesner v. Technical Communications Corp., 410 Mass. 805, 809 (1991). Stated another way, the defendant is entitled to summary judgment if no "fair-minded jury could return a verdict for the plaintiff on the evidence presented." Id. After careful review of the ...


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