United States District Court, D. Massachusetts
LOUIS A. MANDARINI, III, et al., Plaintiffs,
ACCURATE ENGINEERED CONCRETE, INC. and FRANK J. FRANZONE, INC., Defendants.
ORDER ON MOTION TO EXTEND PREJUDGMENT ATTACHMENTS AND
INJUNCTION (DOC. NO. 73)
SOROKIN, UNITED STATES DISTRICT JUDGE
in June of 2019, the Court issued injunctive relief attaching
the assets of both Defendants. Both Defendant corporations
dissolved on December 31, 2018. Massachusetts law provides
for a three-year winding up period after the dissolution of a
corporation during which the assets of the corporation are
held in trust for the benefit, in part, of the creditors of
the corporation. M.G.L. ch. 156B, § 102; In re
Na-Mor, Inc., 437 B.R. 482, 485-86 (Bankr. D. Mass.
2010). Mr. Frank Franzone was the only shareholder, director,
and officer of the two Defendant corporations on December 31,
2018. Doc. No. 93 at ¶¶ 6-11, 56. He
is also the trustee responsible for the assets of each of the
two now dissolved corporate Defendants. He is not personally
a party to this action.
request this Court to (1) extend the attachment to encompass
the assets of the defendant corporations in the possession of
Mr. Frank Franzone and (2) require the Defendants and Mr.
Frank Franzone to provide an accounting of the
Defendants' present assets as well as any transfers since
December 31, 2018. The Motion is ALLOWED in a slightly
different form of order than requested by the Plaintiffs. The
assets the Plaintiffs seek to restrain are not Mr.
Franzone's personal assets but those assets he holds in
trust for the Defendants. While the existing Order likely
encompasses those assets (a point not fully addressed by the
parties nor considered by the court), the clarity of the
extension of the Order will benefit the parties and is
warranted by the basis for the original injunction. Given the
information before the Court regarding the possible blurring
of corporate formalities, corporate Defendants with
potentially large obligations outstanding to a pension fund,
and Mr. Franzone's role as trustee of the corporate
assets post-dissolution, an accounting is well justified.
Several points raised by Defendants in opposition bear brief
comment. First, that Mr. Franzone is not a party to the case
is not material to the order sought. He is the object of the
order much like a bank holding assets for a third party might
be the subject of a restraining order. Second, the Court
concludes he has actual notice of the pending motion. Given
the points noted above, he is the only person that could have
hired counsel or authorized the filing of an opposition by
defendants. Moreover, counsel conceded he would accept
service for Mr. Franzone (Doc. No. 84-6), and in any event,
Mr. Franzone may file a motion to vacate the order nunc
pro tunc provided he does so within seven days. Third,
while apparently the conferral did not encompass the
accounting, in present circumstances that elevates form over
substance. Defense counsel has not suggested that the parties
might reach agreement on the form of an accounting or that
Mr. Franzone would agree to any sort of accounting.
the Court hereby extends the existing preliminary injunction
to Mr. Franzone to the extent he holds assets received on or
after December 31, 2018, (1) from either Defendant or (2) for
the benefit of either Defendant. In addition, the Court
Orders Mr. Franzone to provide an under oath accounting of
(1) the assets of each Defendant corporation on December 31,
2018, (2) the disposition of each such asset since that date,
(3) the assets or other receipts from or for the benefit of
either corporation since December 31, 2018 including the
disposition of each such asset, and (4) the assets Mr.
Franzone presently holds directly or indirectly for the
benefit of either Defendant. The word asset encompasses both
tangible and intangible things of value. The accounting shall
distinguish between assets of each Defendant. Mr. Franzone
shall provide this accounting by September 30, 2019. If
defense counsel objects to accepting service of this Order
for Mr. Franzone, he shall file such an objection including
the basis for this objection no later than Friday, September
20, 2019. The Motion to Extend (Doc. No. 73) is ALLOWED as
set forth herein and OTHERWISE DENIED.
 Winding up refers to the process of
dissolution of a partnership or corporation by disposing or
conveying assets, satisfying outstanding debts and
obligations, defending or prosecuting suits, and making
distributions to shareholders. This practice is sometimes
also referred to as winding down.
 Based on info before the Court and in
pending Summary Judgment Motions that Mr. Frank Franzone is
the sole shareholder, officer, director, and Chief Operating
Officer as of December 31, 2018 and at all relevant times was
a significant shareholder, officer, director, and Chief
Operating Officer ...