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Greico v. Williams

Superior Court of Massachusetts, Suffolk

December 17, 2018

Charles GREICO, on Behalf of Himself and Greico Williams, LLC
John Michael WILLIAMS

          File Date: January 3, 2019


          Kenneth W. Salinger, Justice Superior Court

         A jury-waived trial of these civil actions begins in six weeks. This will be the second trial of this matter, as a mistrial was declared part way into the first jury trial.[1] After hearing oral argument, the Court rules as follows on the pre-trial motions filed by plaintiff Charles Grieco and defendant John Michael Williams.

         1. Williams’ Motion to Withdraw Admissions

         Williams seeks leave pursuant to Mass.R.Civ.P. 36(b) to withdraw his admissions that exhibits 1 and 2 of Grieco’s amended complaint were true and accurate copies of the Operating Agreement between the members of Grieco Williams, LLC ("GW") and of the Production Agreement between GW and Williams. The contracts that Williams admitted were true and accurate were entered into by Grieco or GW on the one hand and "John Michael Williams d/b/a John Michael Williams Productions" on the other. Williams now argues that these exhibits were only preliminary drafts of these documents, and that in the final, executed versions Grieco and GW actually contracted with an entity called "John Michael Williams Productions, LLC," not with Williams individually.

         The Court will DENY this request because Williams has not met his burden of showing why withdrawal of these admissions "would be justified," and because Grieco has demonstrated that he would be unfairly prejudiced by "the sudden need to obtain evidence with respect to the questions previously answered by the admission." See Reynolds Alum. Bldg. Prod. Co. v. Leonard, 395 Mass. 255, 260 & n.9 (1985), quoting Brook Village North Assocs. v. General Elec. Co., 686 F.2d 66, 70 (1st Cir. 1982).

         Williams has not justified withdrawing these admissions because there is no reason to believe that they were inadvertent and mistaken, rather than deliberate and accurate admissions of the true facts. The Court reaches this conclusion for several reasons.

         Williams has repeatedly asserted throughout this litigation that he, personally and individually, entered into the Operating Agreement with Grieco and entered into the Production Agreement with GW. For example, Williams asserts in his amended counterclaim that the GW Operating Agreement provides that "John Michael Williams and Charles Grieco were the sole members" of GW, and that GW entered into the Production Agreement "with John Michael Williams, d/b/a John Michael Williams Production."

         By law, Williams is bound by these allegations. See G.L.c. 231, § 87 ("In any civil action pleadings shall not be evidence on the trial, but the allegations therein shall bind the party making them"). Under this statute, "facts admitted in pleadings" are "conclusive upon" the party making them. Adiletto v. Brockton Cut Sole Corp., 322 Mass. 110, 112 (1947). As detailed in Grieco’s opposition, Williams reiterated his assertion that he entered into these contracts individually in numerous filings throughout this litigation. These submissions show that Williams always understood that he had entered into these contracts on behalf of himself individually, and not on behalf of corporate entity called "John Michael Williams Productions, LLC."

         In addition, Williams has presented no evidence that an entity called "John Michael Williams Productions, LLC" existed at the time that Williams executed the operating and production agreement or that it was created thereafter. Williams says in his affirmative pleadings that he executed these two contracts on July 28, 2008. Williams has now provided copies of emails between himself and Grieco’s lawyer from July 25 to July 28, 2008, in which Williams asks that the draft contracts be revised to delete Williams as a party to the contracts and to substitute "John Michael Williams Productions, LLC." The emails also indicate that Williams agreed to drafts referring to "John Michael Williams Productions, LLC" as a Massachusetts limited liability company. But Williams proffers no evidence to show that he followed up by creating such a limited liability company. To state the obvious, Williams could not have entered into contracts on behalf of a non-existent corporate entity.

         Other evidence suggests that Williams never did create "John Michael Williams Productions, LLC" or any other legal entity to work on the documentary film project at issue in this case. Grieco invested $ 900, 000 in the project. He conveyed that money to Williams, as provided in the parties’ production agreement. Williams deposited those funds into, and over time withdrew those funds from, a Bank of American ("BoA") checking account opened by "John M. Williams, Jr." as "sole proprietor DBA John Michael Williams Productions." If the production agreement was actually between Grieco and "John Michael Williams Productions, LLC," and such an entity actually existed, one would expect that Williams would have opened and deposited Grieco’s investment into a bank account in the name of that LLC, rather than holding and spending that money in his own name. Williams’ actions in handling the Grieco’s investment are consistent with his admissions that he entered into this contract individually, and not on behalf of an LLC.

         The arguments by Williams in support of his motion to withdraw his admissions cannot be squared with publicly available information that seems to show he never formed a Massachusetts limited liability company called "John Michael Williams Productions, LLC." If Williams had formed such a company, it would be listed in the business entity database maintained by the Secretary of the Commonwealth’s Corporations Division. The Court takes judicial notice that no such LLC appears in the database.[2] If Williams contends that the database is incorrect, the Court will give him the opportunity to present evidence to the contrary.

         Since Williams has not shown that he or anyone else ever created a company called "John Michael Williams Productions, LLC," in Massachusetts or in any other state, he has failed to establish that withdrawal of his prior admissions is justified.[3] (The Court would have reached this conclusion even if it had not consulted and taken judicial notice of the Secretary’s database of Massachusetts corporate entities.)

         In any case, Grieco would be unfairly prejudiced if Williams were to withdraw these admissions at this late date. Not only would Grieco suddenly have to muster evidence that Williams was a party to the operating and production agreements individually, he would also have to press and try to prove a claim in the alternative that Williams could be held liable individually on a piercing-the-corporate veil theory even if those contracts were with an LLC rather than with Williams. If Grieco were not permitted to rely on Williams’ prior admissions, and instead had to assert and prove a piercing-the-veil claim, he would have to obtain and present additional evidence regarding whether Williams could be held personally liable for the acts or torts of the alleged corporate entity. See generally My Bread Baking Co. ...

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