Shinkel v. Maxi-Holdings, Inc.

565 N.E.2d 1219 (1991)

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Nature of the Case

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Facts

D is a holding company for other corporations that are engaged in lumber and hardware businesses. Rake Oy, a Finnish corporation, owns the stock which is controlled by Cederberg (D), who lives in Finland. P had done work as a consultant for Rake Oy and D from the 1970s and in 1985 was asked by Cederberg (D) to devote the majority of his time as a consultant to managing the affairs of D and its subsidiaries. The parties entered into a contract. One for P to purchase shares of D and the other a management services. P rendered management services in 1986 but did not purchase shares. In 1987, P signed another contract which was to run for two years with automatic renewals. The share purchase contract was for class B, preferred, nonvoting shares representing ten percent of the D capital stock, to be sold to P for $70,000, half payable when P signed, the other half payable forty-five days later. P also had the right to purchase an additional ten percent six months into the contract until it expired. The price was to be based on an appraisal by counsel agreeable to both parties. Before the agreements were signed the parties discussed and agreed that, because P's compensation under the 1986 management services contract would not be known until later in 1987, he could defer payment for the initial issuance of class B shares until the compensation owed for 1986 should be known and then pay the difference between $70,000 and the compensation owed. P received a communication from one Saraheimo, Rake Oy's director of business development and corporate lawyer, stating that it was not necessary that P make the fifty percent up-front payment for the shares 'right away,' as the payment term was 'flexible.' The compensation owed for 1986 became known in July 1987 and was eventually determined to be first $50,000 and then $55,000. P tendered a check for an additional $20,000, which D accepted. D later refunded $5,000. D declined to issue the class B shares and are planning to sell all the assets to Berg, a Finnish national, in the near future. The shares of D have suddenly become more valuable. P sued D. P sought a declaration of the rights and an order for specific performance. P alleged fraud by Cederberg (D), in that he had no intention of issuing the class B shares when he signed the agreement promising to do so and sought injunctive relief (against sales of Maxi assets) and damages. P also alleged intentional misrepresentation and the breach of contract being unfair and deceptive trade practices entitling the plaintiff to treble damages. Count four stated a claim for damages and injunctive relief for intentional interference, by Cederberg (D), with P's contract with Maxi. D filed a motion to dismiss. The judge allowed D's motion to dismiss each of the first three counts, with a cryptic statement of reasons. The judge allowed Cederberg's (D) motion to dismiss as well. Ds have not filed answers to the amended complaint, the allegations of which were verified. P appealed.