Casner & Edwards

Donna Brewer wins reversal in SJC

Donna M. Brewer successfully appealed before the Supreme Judicial Court on behalf of three corporate directors who had been found liable for compensatory damages, emotional distress damages and attorneys’ fees for tortious interference with contractual relations. The directors had voted to suspend payments on a note to a former shareholder, director and employee because of conduct that the directors thought was incompatible with the corporate interests.  The trial court had found the corporate directors liable, but had applied the wrong legal standard and had failed to find facts to establish that they acted with the actual malice required for corporate directors.  The SJC reversed the trial court, agreeing with Ms. Brewer that the trial court had applied the wrong standard.  Since there was no evidence sufficient to meet the correct standard, the judgment against them could not stand.  With the reversal on liability, the SJC did not need to reach Ms. Brewer’s appellate arguments of error in the award of damages, although later parts of the decision indicate that the computation of damages was flawed as well.  With this decision, almost eleven years of litigation against the director defendants was ended in their favor.  A copy of the SJC decision, in the case entitled Psy-Ed Corp. v. Klein, 459 Mass. 697 (2011), may be found HERE:

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