Marshall L. Schwartz obtained an arbitration award in favor of a general contractor in a Montgomery County construction litigation matter. The defendant, and owner of the property at issue, failed to make payment under the contract. The matter proceeded to arbitration under the theories of breach of contract and unjust enrichment. The general contractor was awarded contract damages plus interest.
Anthony P. DeMichele obtained an arbitration award in favor of a former employee in a Bucks County employment litigation matter. The defendants, the former employers of the plaintiff, failed to pay the plaintiff his earned wages, bonuses and commissions. The matter proceeded to arbitration under the theories of breach of contract and unjust enrichment. The former employee was awarded the full amount claimed in his complaint, as well as attorneys’ fees.
Anthony P. DeMichele successfully defended a real estate holding company and one of its members in the Court of Common Pleas of Northampton County. The case was an offshoot of an underlying lawsuit wherein the plaintiff school district filed a lawsuit against several defendants due to alleged defects in the construction of a local high school. One of the defendants in that case was a subcontractor for the project. That subcontractor joined several additional defendants, including a real estate holding company and its members, claiming that the additional defendants were liable under theories of successor liability and fraudulent conveyance. Additionally, the subcontractor attempted to hold the individual members liable under a theory of piercing the corporate veil because it claimed the corporate successor entities were merely sham corporations and the alter egos of the individual members.
Following a seven day bench trial, the Judge entered an opinion and decision in favor of all defendants and against the subcontractor that joined the additional defendants to the underlying construction dispute. The Judge concluded that the subcontractor failed to prove any basis for successor liability, that the subcontractor failed to prove that a fraudulent conveyance occurred, and that the subcontractor failed to prove that any of the corporate entities were sham corporations thus prohibiting the piercing of the corporate veils and denying liability against the individual members.
Anthony P. DeMichele successfully defended the buyers in a failed residential real estate transaction. The buyers and sellers entered into a residential real estate agreement of sale. Problems arose at the closing, and as a result, the closing on the property failed to occur. As part of the agreement of sale, deposit monies were placed in escrow, which were to be used toward the purchase of the property if there was a successful closing. Since there was not a successful closing, the sellers argued that an addendum to the agreement of sale permitted them to receive the deposit monies as liquidated damages. Mr. DeMichele argued that the addendum did not have the effect as represented by the sellers and that the sellers were not entitled to the deposit monies based upon the language of the addendum. Mr. DeMichele also argued that the unreasonableness of the sellers in not completing a successful closing warranted the return of the deposit monies to the buyers. The arbitration panel agreed with Mr. DeMichele and awarded the return of all deposit monies to the buyers.
Anthony P. DeMichele, along with co-counsel, Domenick Carmagnola of Carmagnola & Ritardi, LLC in Morristown, New Jersey, obtained a defense verdict for a closely held office products company and its chief executive officer in a breach of contract and conversion claim brought by the company’s former president. The lawsuit, initially filed in Philadelphia County but transferred to Bucks County where the company maintains its operations, claimed that the former president was entitled to the value of 10% stock ownership in the company, basing his right to the stock on a handshake deal he claimed he reached with the founder and chief executive officer of the company. As part of his claim, the former president argued that he paid $100,000 for the first 4% of the stock and that the remaining 6% was owed to him because his rights to obtain the remaining stock vested when he was terminated without cause. The former president contended that the acceptance of the payment created a contract for the sale of the 4% stock interest. The company and chief executive officer argued that the payment of the $100,000 was made through misrepresentations and fraud by the former president and that the company and chief executive officer were wrongfully induced into accepting the $100,000 payment. Further, the company and chief executive officer presented evidence that that the former president failed to perform his duties as president of the company, and as a result, his termination was for cause. As part of his claim, the former president presented expert witness testimony that the company was worth in excess of $70 million dollars at the time of his termination, and therefore, he was entitled to damages in excess of $7 million dollars. After a six day trial, the jury returned a unanimous defense verdict on all claims and did not award any damages to the former president.
Paul E. Peel and Brett M. Littman obtained a defense verdict in a bench trial at the Chester County Court of Common Pleas in a corporate liability action, which included allegations of fraud and breach of fiduciary duty. Mr. Peel and Mr. Littman represented the president of an emergency medicine practice who was being sued by a former officer of the group.
In 2003, several emergency physicians at a local hospital made the decision to form an independent group who would share equally in profits obtained from their practice and have autonomy over the day-to-day operations of their practice. During the same time period, this group was approached by an existing group who operated at another hospital with a plan to combine the two practices, which would afford them certain benefits, including a discount from vendors and an increase in reimbursements from insurance companies for medical services rendered.
After initial discussions, the groups sought legal counsel and determined that the only way to obtain these benefits would be for the existing group to have a 100% ownership interest in the new group. All involved in the fledgling group agreed that the benefits of being owned greatly outweighed the need for complete autonomy, particularly when they would still control the day-to-day functioning of the practice. The members of the group voted, by a four-to-one count, to go forward with the plan. The dissenting voter nonetheless acquiesced to the plan, and the new group signed a contract to provide emergency services.
This dissenting voter became increasingly dissatisfied with the operation of the business and was demoted from his position as a corporate officer and co-owner of the new practice. He was ultimately terminated, and he brought a lawsuit against the president of the new group, the group itself, the group that held the ownership interest, and the group’s attorney. Plaintiff’s claims included allegations that the president of his group defrauded him and breached a fiduciary duty by concealing the fact that the new group would be owned by the existing practice, to his detriment.
By introducing corporate minutes, corporate start-up documentation, and the testimony of all involved, the defense presented extensive evidence that all parties were aware of the ownership structure before it went into effect, and that all members of the new group knew that they were to be owned by another group. After hearing the evidence and argument of the parties, the Honorable Edward Griffith rendered a defense verdict.
In the same action, Mr. Peel and Mr. Littman also represented the group’s healthcare attorney, as the plaintiff alleged that the attorney placed the interests of the group ahead of his personal interests, which represented a legal conflict and constituted legal malpractice. This action was dismissed pursuant to successful preliminary objections prior to trial.
Mr. Peel and Mr. Littman also represented the fledgling group and the group that held the ownership interest. Claims against these parties were also dismissed pursuant to successful preliminary objections prior to trial.