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.

America’s Test Kitchen, Inc. v. Kimball

Superior Court of Massachusetts, Suffolk

March 20, 2019

AMERICA’S TEST KITCHEN, INC., as the Sole General Partner of America’s Test Kitchen Limited Partnership
v.
Christopher KIMBALL et al. America’s Test Kitchen, Inc., as General Partner of America’s Test Kitchen Limited Partnership and America’s Test Kitchen Limited Partnership

          File Date: March 22, 2019

          MEMORANDUM OF DECISION AND ORDER ON DEFENDANT MELISSA BALDINO’S MOTION FOR PARTIAL SUMMARY JUDGMENT

          Janet L. Sanders, Justice of the Superior Court

          This memorandum addresses one of six summary judgment motions filed in litigation that arises from the departure of Christopher Kimball from the television and radio show "America’s Test Kitchen," owned and operated by the plaintiff, America’s Test Kitchen Inc. (ATK). Following his departure, Kimball opened up a competing business, CPK Media, LLC (CPK). Three of the six summary judgment motions— including the one addressed herein— are only partially dispositive. In the motion now before this Court, defendant Melissa Baldino moves for summary judgment on the following counts of ATK’s Amended Complaint: aiding and abetting breach of fiduciary duty (Count VII) and breach of Baldino’s employment agreement with ATK (Count VIII), but only as it pertains to two paragraphs in that agreement. This Court concludes that the Motion must be DENIED .

          BACKGROUND

          The circumstances of Kimball’s departure from ATK have already been set forth by this Court in separate decisions on other summary judgment motions. The following additional facts in the summary judgment record pertain to the motion now before me. ATK hired Baldino in 2002 as an executive assistant. At the time of her hiring, she signed an employment agreement that included restrictive covenants that prohibited her from: a) engaging in or assisting another "directly or indirectly" in any activity in competition with ATK without ATK’s "express written permission"; and b) causing or attempting to cause an ATK employee to leave ATK. Baldino Employment Agreement, ¶¶ 5-6, Exhibit 5 of Joint Appendix.[1] Baldino rose through the ranks of ATK and eventually became an executive producer. In 2013, she and Kimball (with whom she worked closely) were married.

          Beginning in the middle of 2015, rifts developed between members of ATK’s Board and Kimball regarding his role at the company. Kimball suspected that he was being pushed out of ATK and began making plans to start his own company. Unlike Baldino, Kimball had no employment agreement preventing him from starting a business in competition with ATK. There is some evidence in the summary judgment record to indicate that Baldino began contacting certain ATK employees on Kimball’s behalf in order to recruit them to the new company, and (despite her denial) otherwise provided assistance to Kimball in connection with his plan to open his own business. On November 16, 2015, Kimball was officially terminated from his position at ATK; on that same date, Baldino was also fired. Following her termination, Baldino began working for CPK as its co-founder and media director.

          DISCUSSION

          Count VIII alleges breach of Baldino’s employment agreement with ATK. Her motion seeks summary judgment only as to so much of that count that relies on the noncompetition and nonsolicitation provisions set forth in paragraphs five and six of that agreement. As an initial matter, this Court concludes that there is no judicial economy in carving out from this case only part of one count. Quite apart from that, this Court concludes that, viewing the evidence in the summary judgment record in the light most favorable to ATK, there are genuine issues of material fact as to whether Baldino, by her actions, breached these two provisions.

         Count VII alleges that Baldino aided and abetted Kimball in breach of his fiduciary duty. To prevail on this claim, ATK must prove that Baldino not only knew that Kimball was in breach of his fiduciary obligations but also that she actively and substantially participated in or encouraged such conduct, such that she herself could not reasonably be held to have acted in good faith. See Arcidi v. National Ass’n of Gov’t Employees, Inc., 447 Mass. 616, 623-24 (2006). Baldino argues that ATK has no reasonable expectation of proving these essential elements. With regard to two other defendants in this case facing the same claim, this Court concluded that the facts were simply too thin to permit these claims to go forward. See Memorandum of Decision and Order on Defendant Deborah Broide’s Motion for Summary Judgment and Memorandum of Decision and Order on Defendant Christine Gordon’s Motion for Summary Judgment, both dated March 19, 2019. Baldino’s relationship with both Kimball and within ATK was different, however. More important, ATK is able to cite some specific evidence in the summary judgment record that raises a genuine dispute of material fact with regard to whether Baldino substantially assisted Kimball in conduct which ATK alleges was unlawful. Particularly in light of the fact that Baldino’s Motion is only partially dispositive and that even if allowed, Baldino would remain in the case, this Court concludes that the far safer course is to have the trier of fact weigh in on the arguments that she now makes.

---------

Notes:

[1] Baldino and ATK signed what was described as an "interim" employment agreement that was effective between September 9 and September 22, 2015. See Exhibit 14 of Joint Appendix. This interim agreement contained noncompetition and nonsolicitation covenants similar to those contained in the earlier employment agreement. To the extent that there are differences between the two agreements, ...


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.