Superior Court of Massachusetts, Suffolk, Business Litigation Session
BOSTON SEGWAY TOURS, INC. et al.
Allan DANLEY et al.
FINDINGS OF FACT AND ORDER ON DEFENDANT ALLAN
DANLEYâS REQUEST FOR ASSESSMENT OF DAMAGES ON HIS AMENDED
L. Sanders, Justice of the Superior Court
case began as a dispute over ownership interests in a
company, Boston Segway Tours, Inc. (BST), that offers Boston
tours by the use of Segways. After a hearing, this Court on
January 12, 2016 determined that plaintiff Ian Meyer was the
owner of BST (the January 2016 Decision). In rendering that
Decision, this Court found that the defendant Allan Danley
and Meyer had entered into an oral agreement (the Agreement)
at the time that BST was formed whereby Danley would assist
Meyer in setting up the new company and also allow Meyer to
use his fleet of Segways together with other equipment. In
return, Meyer would pay Danley $240, 000 for the first year
of BSTâs operations. Danley also extended a loan to Meyer in
the amount of $73, 200 to cover startup costs. In their
Amended Complaint plaintiffs had acknowledged the existence
of this Agreement, and Meyer conceded at the hearing leading
to the January 2016 Decision that he had not paid amounts he
owed pursuant to it. The Agreement did not allocate what
amount was for consulting fees and what amount was for
equipment, including the Segways.
November 16, 2016, both Danley and codefendant Eastera Phou
filed Amended Counterclaims alleging that Meyer had not fully
repaid the loan and had paid nothing toward the $240, 000.
Phou, Danleyâs then girlfriend and now his wife, claimed that
she was entitled to receive some portion of the amount that
Meyer had agreed to pay because her parents were the sources
of the funds used for the loan as well as for the purchase of
the Segways. She is also the 80 percent owner of the
predecessor company Boston by Segway; the Segways and the
equipment that Meyer was given belonged to that company.
Whether Phou was entitled to receive some portion of the
amounts that Meyer owed on the loan and on the $240, 000 was
not an issue before the Court at the hearing leading to the
January 2016 Decision.
December 2017, Danley (who had since filed for bankruptcy and
whose claims were being pursued by the bankruptcy trustee),
filed a Motion for Partial Summary Judgment on Counts I
through III of his Amended Counterclaim. Those counts-for
breach of contract, money owed, and unjust enrichment- all
relate to the Agreement described above. This Court allowed
that motion, since Meyer conceded that some amount of the
loan was still owing and that he had not paid anything for
the consulting services and equipment. As to Danleyâs damages
on these counts, that matter was the subject of a hearing on
November 5, 2018. Because this Court had already ruled that
there was an Agreement and that Meyer had breached that
Agreement, the only disputes remaining to be decided at that
hearing were: a) how much Meyer owed as a consequence of his
breach of the Agreement; and b) how much Danley (as opposed
to Phou) should receive-that is, how the amounts that Meyer
owed were to be apportioned between the two defendants.
on the evidence and testimony presented at that hearing, this
Court finds and concludes that, although Danley (not Phou)
was the person who assisted Meyer in setting up the new
business, Meyerâs agreement to pay $240, 000 was also because
BST receive valuable assets, including approximately 54
Segways, from the old company. This Court also finds and
concludes that Phou as 80 percent owner of Boston by Segway
is entitled to a substantial share of what Meyer is obligated
to pay, thus reducing what Danley personally receives.
Specifically, tax documents show that Danley (through another
company that he owned, Destination Fund), held a 10 percent
ownership interest in Boston by Segway. He is therefore
entitled to 10 percent of the $240, 000 that Meyer agreed to
pay for assets and consulting services. As to the loan, that
was an agreement between Danley and Meyer and did not involve
Phou, even though her parents were the sources of funds for
Accordingly, this Court assesses damages on Danleyâs
counterclaim in the amount of $38, 000-$24, 000 representing
Danleyâs share of the $240, 000, plus an additional $14, 000
owed on the personal loan that Danley extended to Meyer.
Defendants agreed to waive any claim for prejudgment
interest. As to Phouâs counterclaims based on this same
Agreement, she is to file a motion for summary judgment,
which shall be heard on December 6, 2018.
 At the same time, Danley voluntarily
dismissed his remaining ...