2025.10.22 Decision on MTD

COMMONWEALTH OF MASSACHUSETTS SUPERIOR COURT CIVIL ACTION NO. 2484CV02825-BLS2

SUFFOLK, ss.

CHRISTOPHER STEFANONI

L.F.I., INC. & Others1 DECISION AND ORDER ON DEFENDANTS' MOTION TO DISMISS THE COMPLAINT Plaintiff, Christopher Stefanoni (Plaintiff), brought the present action asserting rights and interests under various agreements governing the management, ownership and distribution of profits from the Lobkowicz family estate in the Czech Republic.

Plaintiff alleges that such rights and interests were passed to him from Sara Karpjak (Karpjak), Plaintiff's aunt and the widow of Dominik Lobkowicz. Defendants are various members of the Lobkowicz family, as well as the corporation allegedly charged with managing the family's Czech estate. Plaintiff alleges that certain of Defendants, through fraud and breaches of contractual and fiduciaries duties, deprived Dominik Lobkowicz and thus, Plaintiff, of his rightful share of the Czech estate and the proceeds thereof. Before me is Defendants' omnibus Motion to Dismiss. After hearing and review, the Motion is Allowed-in-part and Denied-in-part.

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Margaret Brooks Lobkowicz, William Lobkowicz, Mark Lobkowicz, Andrea Lobkowicz, Margaret S. Lobkowicz and Martin M. Lobkowicz.

FACTUAL ALLEGATIONS2

Defendants are descended from the House of Lobkowicz, a Bohemian noble family whose roots can be traced to the 14th century. In the 1940s, Maximilian Lobkowicz,3 the patriarch of Defendants' family, fled Czechoslovakia to escape Naziism and thereafter, Communism, leaving behind various family assets, including land and real estate properties, businesses, libraries, and works of art. These assets were confiscated under the Nazi Protectorate and subsequent Soviet-aligned Communist regime which successively governed Czechoslovakia. Maximiliam ultimately settled in Dover, Massachusetts. He had three sons, Martin G., Dominik and Oliver. They inherited Maximilian's estate in 1/3 shares when Maximilian and his wife passed away in 1967. (See Compl., Ex. A, Lobkowicz Family Tree.) After Oliver died in 1972, his interest in Maximilian's estate eventually passed to his children, Defendants Mark and Andrea. (See id.)

After the fall of the Communist regime in 1989, the new Czech government passed a series of laws providing for the restitution of expropriated property to Czech citizens and residents. Martin G., being the only family member with Czechoslovakian citizenship (later, the Czech Republic), was the only family member eligible to pursue the family's restitution claims,

The following is taken from the factual allegations in the Complaint and the documents attached thereto or relied upon therein, Polay v. McMahon, 468 Mass. 379, 381 n.3 (2014), "taking them as true for purposes of evaluating the motion to dismiss."

Edwards v. Commonwealth. 477 Mass. 254, 255 (2017). I also consider matters of public record susceptible to judicial notice. Schaer v. Brandeis Univ .. 432 Mass. 474,477 (2000).

Certain facts are reserved for" discussion.

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Because of the shared surname of the various members of the Lobkowicz family, I refer to them hereinafter by their first names unless otherwise noted.

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In 1991, Martin G., Dominik, Mark, and Andrea signed an agreement (the Family Agreement) authorizing Martin G. to pursue the family's restitution claims.4 The Family Agreement provided that Dominik, Mark, and Andrea agreed to assign to Martin G. "all their right, title and interest in and to the seized property" "solely" to allow Martin G. to act as "sole claimant" and "facilitate pursuit of the claims to recover the seized property." The Family Agreement also empowered Martin G. to act as attorney for Dominik, Mark, and Andrea "to do everything he deems appropriate in connection with the claims." However, the agreement provided that the transfers by Dominik, Mark, and Andrea would "confer no beneficial interest in the seized property upon Martin [G.], and all money and other property received [...] will be divided and distributed one-third to Martin, one-third to Dominik, one-sixth to Andrea, and one­ sixth to Mark," consistent with the disposition of Maximilian's estate.

Thus, Martin G. and one of his sons, William, spearheaded the effort. to recover the family's Czech assets. William quit his job to dedicate himself full time to the restitution process. He established residency in Prague and ultimately obtained Czech citizenship. Martin G. also claimed and maintained the appearance of Czech residency to support the restitution claims, but his primary residence remained in Dover, Massachusetts.

In 1992, Martin G. wrote to Dominik, Mark, and Andrea proposing that the Family Agreement be incorporated into a formal limited partnership. Martin G. reported that counsel had advised such a step to alleviate each of their tax exposure as United States citizens and clarify who held authority over the Czech estate upon Martin G.'s death. For this purpose, Martin G. established L.F.I., Inc., a Massachusetts corporation, and L.F.I. LP, a Massachusetts limited partnership (the "Partnership").

The Boston law firm of Choate, Hall & Stewart drafted the Family Agreement at Martin G.'s request.

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Martin G. explained to the other family members that the Partnership would preserve the Family Agreement that recovered assets be distributed in equal shares between the three branches of the family. Further, Martin G. would exercise his managerial responsibilities through his corporation, L.F.I., Inc., which would serve as general partner of the Partnership. Martin G., Dominik, Mark, and Andrea would share ownership as limited partners. On or about June 1, 1992, L.F.I., Inc., Martin G., Dominik, Mark, and Andrea entered into an agreement to this effect (the Partnership Agreement).5 Martin G. and William were successful in recovering many pieces of real property and other assets in the Czech Republic - including several of the families' thirteen castles and palaces, certain historic landmarks, a winery, a brewery, a health spa, forest land and lakes, over 1,500 paintings and other artworks, a library composed of approximately 65,000 rare volumes, classical musical instruments and manuscripts (including original works of Handel, Mozart, Haydn and Beethoven), and various other religious artifacts, decorative furnishings, and pieces of cultural significance. Plaintiff alleges that this vast portfolio exceeds $1 billion in value.

From the start of the restitution process through the mid-1990s, Martin G. periodically wrote to Dominik, Mark, and Andrea to report on the real and personal property recovered and the prospects of selling recovered assets and/or restoring businesses and real property to a profitable condition. In these letters, Martin G. consistently reported that, although he an:d William succeeded 'in recovering significant. portions of the family's Czech estate, the family members were unlikely to see immediate returns because the real properties were in disrepair and burdened by significant debts. Additionally, the Czech government designated the family's art The Partnership Agreement provided that distributions, when made, would be made to all partners as follows: 1% to L.F.I., Inc.; 32.33% to Martin G.; 33.33% to Dominik; 16.67% to Mark; and 16.67% to Andrea.

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collection and other historic pieces (listed above) as works of cultural.significance, which restricted Martin G.'s ability to sell them to buyers outside the Czech Republic.

Despite these reports, Plaintiff alleges that, in 1993, the Partnership saw $200,000 in realized gains from the sale of Czech assets.

On September 8, 1993, at Martin G.' s behest, Dominik executed a durable power of <ittorney granting Martin G. "complete power to manage, control, care for and dispose of any interest" Dominik held in Roudnice, Czech Republic. (Comp!., Ex. H.) This included the Roudnice Castle which served as the home of Maximilian's family prior to emigrating from Czechoslovakia.

In February 1994, Dominik, Mark and Andrea agreed to Martin G.'s request to amend the Family Agreement (1994 Amendment). The 1994 Amendment was drafted by the Boston law firm of Hill & Barlow. It noted that due to "operating costs, repair and maintenance costs, and professional fees [ ] it [was] uncertain wither the Recovered Property has any positive net value" and that "the distribution in kind of Recovered Property is impractical due to numerous obstacles including Czech laws relating to the transfer of real property to non-citizens, the expatriation of currency, and the export of certain artworks." (Comp!., Ex. K at p. 4.) The 1994 Amendment then (re)affirmed and expanded Martin G.' s sole authority to retain, manage, develop, and operate the Recovered Property; purchase, lease, sell, or convey the property; execute contracts, notes, securities, loans, mortgages and other instruments related thereto; engage employees, agents or partners in connection with the Recovered Property; and, in general, manage the finances of the Recovered Property.

In March 1994, Martin G. notified Dominik, Mark, and Andrea that the Partnership would pay William and his wife, Sandra, $600,000 as retroactive compensation for their work-to-date in recovering and restoring the family's Czech estate and would pay them annual salaries - $150,000 to William and $100,000 to Sandra going forward. William would also receive a 10% commission on any cash distribution.

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Martin G. requested that the other limited partners approve the proposal but noted that he had the authority to institute the compensation plan with or without their consent.

Thereafter, between October 1994 and October 1995, Martin G. wrote several letters stating that William and Sandra continued work without compensation from the Partnership, that the estate's expenses continued to exceed income, and that Czech political pressure prevented the sale of the family's art collection and other pieces of historical of cultural value. Nonetheless, Martin G. expressed optimism that the estate would soon turn a profit and allow a distribution, perhaps before the close of 1996. In June 1997, Martin G. authorized a distribution of $25,000 to Dominik and $12,500 each to Mark and Andrea but cautioned that they should not expect further payments anytime soon.

On July 17, 1998, Martin G. notified the other limited partners that, due to the sale of certain forest lands, the expected year-end revenue would total approximately $10 million. Of this, approximately $6 million would pay operating expenses, back salaries and other debts. Martin G. determined that $300,000 would be distributed in cash through the Partnership, with an advance payment of $10,000 to each of the three branches of the family. However, Martin G. conditioned the distribution of funds on an agreement from the other limited partners to release him; his wife, Margaret Brooks Lobkowicz ("Brooks"); William; and Sandra; of any potential liability to date. Martin G. further stated that the Partnership would grant himself and Brooks, payments of $100,000 per year for their work on behalf of the estate, retroactive to 1995, and hire William's company, L.E. Holdings, to man?ge the Czech estate for $650,000 annually.

Martin G. did not correspond concerning the Czech estate for the next two years.

Then, in 2000, he notified the other limited partners they would need to amend the Family Agreement because Czech testamentary law required that he bequeath 10% of his estate to each of his four children. Martin G. noted that he had designated specific bequests to his children to satisfy the 10% requirement, including three paintings, but 6

that the amendment would ensure that Dominik, Mark, and Andrea retained their interests (2/3 in total) in these and all assets ofthe Czech estate left to Brooks or Martin G.'s children. Martin G. further noted that it remained their "ultimate goal" to obtain an export license from the Czech government and auction pieces for profit, but that prospect remained unlikely. On or about August 24, 2000, Martin G., his wife, his children, and Dominik, Mark, and Andrea executed an amendment to the Family Agreement acknowledging that, "to avoid confiscatory estate and death taxes" and comply with the requirement under Czech law that 10% of Martin G.'s estate pass to each of his four children, Martin G. had designated "specific items of Recovered Property [to] be given to each of his wife [Brooks] and children as opposed to bequests of a percentage of the total value" of his estate. (Compl., Ex. S, at p. 2.) However, it provided that Martin G's will "ha[d] been executed solely to conform to various provisions of the laws of the Czech Republic, and that the Family Agreement ... shall control the ownership, management and disposition of the Recovered Property" and that Brooks and Martin G.'s children would own any Recovered Property bestowed to them in equal shares as tenants-in-common. (Id. at pp. 3-4, §§ 2-3.) The amendment • provided further that, upon Martin G.'s death, Brooks would assume Martin G.'s power of attorney under the Family Agreement, and if Brooks failed to do so then William. Id. at p. 3, § 4.

Martin G. died on January 4, 2014. On September 25, 2014, a Czech court ruled that his holographic will, naming Brooks as his sole heir, controlled Martin G.'s estate under Czech law.· Brooks also·succeeded Martin G. as (1) a limited member of the

Partnership; (2) as owner of L.F.I., Inc., the general partner of the Partnership; and (3) as attorney-in-fad for the management and control of the Czech estate. On June 3, 2015, an action was filed in Norfolk County Probate Court as to Martin G.'s estate, naming William as Foreign Personal Representative and including the decision of the Czech court's probate decision. No further action was taken thereafter and the Probate Court

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automatically disposed of the action in 2019, pursuant to its procedural rules.

Brooks proposed that the limited partners meet in October 2015 to discuss the long-term management of the Czech estate but, after a conversation with William, postponed the meeting claiming that Martin G.'s Czech and US. estates had not been settled. In November 2016, Brooks again wrote to the limited partners claiming that the Czech probate process was still not complete and that she had not been approved as heir; that it was, therefore, impossible for her to raise money, sell assets, or otherwise service the Czech estate. Thereafter, Brooks continued Martin G.'s practice of sending periodic updates to the other limited partners detailing the poor condition of the Czech estate while providing "meager" annual distributions in 2016 through 2019.

From 1998 to 2019, the Partnership typically issued annual distributions of $10,000 to Dominik, although he received $32,500 in 2005 and, in certain years, no distribution at all. In total, Dominik received $397,500 in distributions from the Partnership. Dominik died on February 24, 2020, and purportedly left his estate, including his interests in the Czech estate to his wife, Karpjak. At the time, Karpjak, was experiencing significant financial and medical hardships of her own, and she asked Brooks and William repeatedly for financial assistance based on Dominik's interests in the Czech estate. William eventually responded that it was "very difficult, if not impossible" to provide her any help, and asserted that "we have lost 100% of our business [and] there is no income anywhere." Brooks ultimately sent Karpjak a check for $5,000, but without explanation or further correspondence.

On November 6, 2020, Karpjak conveyed all her interests in "the assets ... associated with the Czech Republic" that she had inherited from. Dominik to Plaintiff, her nephew. Ex. X-1. Karpjak died in August 2022. Thereafter, Plaintiff wrote to Brooks and William asserting his rights to distributions from the Partnership and a 1/3 interest in the Czech estate. He did not receive any substantive response.

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Plaintiff filed this action on October 28, 2024, asserting claims for breach of the Family Agreement against Brooks and William (Count I); breach of the Partnership Agreement against Brooks, William, and L.F.I., Inc. (Count II); breach of fiduciary duties against Brooks, William, and L.F.I., Inc. (Count III); conspiracy to violate fiduciary duties against all Defendants (Count IV); fraudulent misrepresentation against Brooks and William (Count V); and declaratory judgment as to Plaintiff's rights under the Family and Partnership Agreements. The gravamen of Plaintiff's claims is that Brooks and William, individually and through L.F.I., Inc.,concealed and misrepresented the actual profitability of the Czech estate, diverted funds away from the Partnership for their own personal gain, withheld proper distributions from Dominik, and, in general, managed the Czech estate for their own personal benefit. Further, once Plaintiff inquired to their management of the Czech estate, William and Brooks conspired with the other members of the Lobkowicz family to freeze him out of the Partnership and Czech Estate.

DISCUSSION Defendants seek dismissal of all counts alleged in the Complaint.6 I address each in tum, below. In summary, I decline to dismiss on the grounds of forum non conveniens. I will dismiss all claims against Martin M., William, and Mark Lobkowicz based on a lack of personal jurisdiction and, with respect to the latter two, Plaintiff's failure to timely effect service.

As to the remaining Massachusetts-based Defendants, Plaintiff has alleged sufficient facts to plausibly suggest a claim for relief under each Count - with the exception of Count IV (civil conspiracy) as directed at Andrea. Additionally, the present record does not establish, as a matter of law, that the claims are untimely or that 6

Resolution of Defendants'.motion was made challenging by its grapeshot, kitchen sink approach and inclusion of arguments marginally likely to succeed on the merits at this procedural posture.

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Plaintiff lacks standing to assert them.

I.

Forum Non Conveniens

Massachusetts has codified the common law doctrine of forum non conveniens in G. L. c. 223A, § 5, which provides: "When the court finds that in the interest of substantial justice the action should be heard in another forum, the court may stay or dismiss the action in whole or in part on any conditions that may be just."

See Gianocostas v. Interface Grp.-Mass.. Inc., 450 Mass. 715, 723 (2008) (noting that the statutory formulation is consistent with the common law approach); Green v.

Manhattanville Coll., 40 Mass. App. Ct. 76, 78 (1996) (same), citing Universal Adjustment Corp. v. Midland Bank, Ltd., 281 Mass. 303, 313 (1933) ("[W]here in a broad sense the ends of justice strongly indicate that the controversy may be more suitably tried elsewhere, then jurisdictiqn should be declined and the parties relegated to relief to be sought in another forum").

"Decisions to grant or deny motions to dismiss on the ground of forum non conveniens are left to the discretion of the trial judge[.]" Gianocostas, 450 Mass. at 723 (citation omitted). "Assuming jurisdiction and venue are proper, dismissal on the ground of forum non conveniens will rarely be granted[.]" Id. (quotation omitted).

That is because a plaintiff's choice of forum should rarely be disturbed unless "the balance of both private and public concerns strongly favors" the alternate forum. Id.; Green, 40 Mass. App. Ct. at 79. In deciding to dismiss on such grounds, I may consider the location of relevant evidence, the availability and cost of securing the attendance of witnesses, the law governing the claims and defenses at issue, administrative burdens on the court, the comparative interests of the respective forums, and the enforceability of a judgment, if one were to be obtained. W.R. Grace & Co. v. Hartford Acc. & Indem.

Co., 407 Mass. 572, 578 (1990). The alternate forum also must be available and adequate. Snofrost AB v. Hakansson, 353 F. Supp. 3d 99, 104 (D. Mass. 2018).

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Here, the location of likely witnesses favors the Commonwealth. Four of the seven Defendants reside in Massachusetts.7 Of the non-forum Defendants, Mark resides in New Hampshire and Martin M. resides in Florida. Plaintiff resides in Connecticut. All the individual parties are United States citizens. Only William resides in the Czech Republic and he maintains dual citizenship in the United States and Czech Republic. While the Complaint paints William as a central figure to the events at issue, the parties concede that Plaintiff can pursue discovery and testimony from William via letters of request pursuant to the Hague Convention and can do so economically, whether live or remotely via Zoom, etc. Plaintiff may also be able to obtain discovery concerning William's actions via records requests and/or a Rule 30(b)(6) deposition subpoena directed to L.F.I., Inc., of which William is a corporate officer. Further, it appears that all the individual parties and central witnesses were born, raised, and/or educated in the United States (mostly in Massachusetts), and speak English as their primary language.

As to the location of relevant evidence, the estate assets are, of course,located in the Czech Republic. But several other reasons tip this factor in favor of Massachusetts.

First, the Family and Partnership Agreements, amendments thereto, and the power of attorney were drafted in the Commonwealth by Boston-based lawyers. Despite his dual citizenship and claims to Czech residency, Martin G.'s permanent residence was in Dover, Massachusetts: All the agreements and correspondence between members of the Lobkowicz family concerning the Czech estate were conducted in English and all, or nearly all, appear to have emanated from Martin G. in Massachusetts. The Partnership and L.F.I., Inc., whose operations and records are a focal point of the Complaint, are Massachusetts business entities that list Martin G.'s Dover home as their principal Indeed, as the Court lacks personal jurisdiction over the non-forum Defendants, the Massachusetts Defendants are the only ones who shall remain parties to this action. See infra.

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places of business. Thus, while there is assuredly relevant evidence in both Massachusetts and the Czech Republic, the majority of the records are presumably in this forum.

As to the administrative burdens, while some records will need to be translated from Czech to English, the same would be true is this matter proceeded in the Czech Republic. Additionally, the entire proceeding in the Czech Republic would require translation to accommodate Plaintiff and potentially the majority of the other witnesses.

I also credit Plaintiff's assertion that requiring him to pursue this matter in a foreign country, in an unfamiliar legal system, where he does not speak the language would impose significant financial and logistical burdens.8 Accordingly, Defendants have not established dismissal is appropriate based on the logistical factors underpinning the doctrine of forum non conveniens.

II.

Choice of Law Analysis

Defendants argue that, because Czech law governs the claims in this case, dismissal on the basis of forum non conveniens and under Mass. R. Civ. P. 12(b)(6) in connection with Plaintiff's specific claims is compelled. Therefore, I consider next whether Massachusetts or Czech law governs Plaintiff's claims.

"The first step in a choice of law analysis is to determine whether an actual conflict exists between the substantive laws of the interested jurisdictions." Reicher v.

Berkshire Life Ins. Co. of Am.. 360 F.3d 1, 4 (1st Cir. 2004) (emphasis added). Accord

Plaintiff has not demonstrated, however, that the legal system of Czech Republic would not afford him a fair and unbiased trial, and nothing in this decision should be read to suggest or imply the like. Further, while Plaintiff's ability to enforce a Massachusetts judgment in the Czech Republic remains unclear, it is not evident that Plaintiff's requested relief - money damages and a declaration of his interests in the . Partnership and the proceeds of the estate - will necessarily require same. Put elsewise, Plaintiff has not requested an order from this Court to transfer or dispose of the estate's assets in conflict with Czech law.

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Kaufman v. Richmond, 442 Mass. 1010, 1011 (2004). Although Defendants contend that Czech law generally governs Plaintiff's claims, the only material distinction they identify is that Czech law purportedly requires a plaintiff asserting claims of breach of contract, breach of fiduciary duty, or fraud to plead damages and causation with specificity. Such heightened or particularized pleading standards are generally considered procedural and not substantive requirements. See Johnston v. Box, 453 Mass. 569, 578 (2009) (rule requiring particularized pleading of shareholder derivative actions was procedural); Ausikaitis on behalf of Masimo Corp. v. Kiani, 962 F. Supp. 2d 661, 672 (D. Del. 2013) (same). See also Royalty Network, Inc. v. Harris, 756 F.3d 1351, 1360_(11th Cir. 2014) (state law requirement that plaintiff verify complaint was procedural and thus, did not apply in federal forum).

It is well-established that Massachusetts courts apply their own procedural rules, even if the parties have designated another forum's law as governing their relationship.

See Drake Partners, LLC v. Wilson, Sonsini, Goodrich & Rosati, LLP, No. 2184CV2131, 2021 WL 8565959, at *7 (Mass. Super. Nov. 7, 2021) (Ricciuti, J.) ("A court usually applies its own local law rules prescribing how litigaticin shall be conducted even when it applies the local law rules of another state to resolve other issues in the case."), quoting Restatement (Second) of Conflict of Laws § 122 (1971). See also Cosme v.

Whitin Mach. Works, Inc., 417 Mass. 643, 645 (1994) ("Generally . . . Massachusetts courts will apply their own rules of procedure" even when tort occurred elsewhere); DMI Sales, Inc. v. Venta Airwasher, Inc., 94 Mass. App. Ct. 1120, 2019 WL 406118, at *2 (Feb. 1, 2019) (Rule 1:28) ("Massachusetts is the State in which the.action was filed, and in the ordinary course the procedural rules of the forum would control."); Ethicon Endo-Surgery, Inc. v. Pemberton, No. 10-3973-B, 2010 WL 5071848, at *7 (Mass. Super.

Oct. 27, 2010) (Lauriat, J.) (applying Massachusetts preliminary injunction standard despite New Jersey choice of law provision). As Defendants have not identified any substantive difference between Czech and Massachusetts law relevant to the 13

Complaint, I do not conclude that governing law favors dismissal under the doctrine of forum non conveniens.

Furthermore, even if I were to ·assume arguendo that substantive distinction exist relevant to Plaintiff's claims, the choice of law analysis dictates that Massachusetts law governs each of Plaintiff's claims.

1.

Partnership Agreement

I begin with Plaintiff's dairns for breach of contract and fiduciaries duties arising from the Partnership Agreement. In general, Massachusetts has adopted a functional choice-of-law approach guided by the Restatement (2d) of Conflict of Laws. Clarendon Nat. Ins. Co. v. Arbella Mut. Ins. Co., 60 Mass. App. Ct. 492, 495-496 (2004), citing Bushkin Assocs., Inc. v. Raytheon Co., 393 Mass. 622, 631-632 (1985).9 This general rule "may be supplanted, however, by the 'internal affairs doctrine."' Natale v. Espy Corp., 2 F. Supp. 3d 93, 102 (D. Mass. 2014), quoting Harrison v. NetCentric Corp., 433 Mass.

465, 471-472 (2001). See Astra USA, Inc. v. Bildman, 455 Mass. 116, 119 n.4 (2009) (Massachusetts has long-standing policy of applying law of State of incorporation to internal corporate affairs). Under this doctrine, the law of the state of incorporation shall apply "in matters relating to the internal affairs of a corporation . . . such as the fiduciary duty owed to shareholders." Natale, 2 F. Supp. 3d at 102, quoting Harrison, _433 Mass. at 470. See Derivative Litig., 531 F. Supp. 2d 1173, 1215 (N.D. Cal. 2007) (internal affairs doctrine applied to claims for breach of fiduciary duty; accounting; unjust enrichment; recession; constructive fraud; waste; breach of contract; gross management; and restitution). The purpose of the doctrine is to avoid conflicting demands on an entity which may operate in more than one jurisdiction by permitting it to conform its internal affairs to the laws of one state, rather than multiple, potentially The forum State's choice of law approach determines which jurisdiction's law governs the substantive claims. Clarendon Nat. Ins. Co. v. Arbella Mut. Ins. Co., 60 Mass. App. Ct. 492, 495 (2004).

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conflicting, sets of laws. Harrison, 433 Mass. at 470; Natale, 2 F. Supp. 3d at 102.

Here, L.F.I. LP is a Massachusetts limited partnership with a Massachusetts entity, L.F.I., Inc., serving as general partner. Count II of the Complaint alleges that L.F.I., Inc. breached the Partnership Agreement - by and through its officers, Martin G., Brooks, and William - by managing the Czech estate for the benefit of those individuals rather than working in good faith for the benefit of the Partnership and its limited partners. Count III similarly alleges breaches of fiduciaries duties arising from the Partnership Agreement. Count VI seeks a declaratory judgment as to Plaintiff's rights in the Partnership. As these claims concern the internal affairs of a Massachusetts limited partnership, Massachusetts law governs.

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Family Agreement and Power of Attorney

The provisions of Family Agreement and 1993 Power of Attorney, and Plaintiff's claims related thereto - largely echo those concerning the Partnership Agreement.

Indeed, it is not clear from the record what the interplay is between the various layers of agreements orchestrated by Martin G. Regardless, even if Counts I and III alleging breach of the Family Agreement and fiduciary duties related thereto raise distinct claims not subject to the internal affairs doctrine, Massachusetts law still governs these claims under the functional choice of law analysis.

Under the functional approach, where a contract does not contain a choice of law provision, the law of the jurisdiction with the most significant relationship to the transaction and the parties shall apply. Clarendon Nat. Ins., 60 Mass. App. Ct. at 496, citing Rest�tement (2d) § 188(1). Relevant factors include: (a) the place of contracting, (b) the place of negotiation of the contract, (c) the place of performance, (d) the location of the subject matter of the contract, and (e) the domicil, residence, nationality, place of incorporation and place of business of the parties.

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Bushkin Assocs., 393 Mass. at 632, quoting Restatement (2d) § 188(2). I consider these factors in light of the general principles underlying all choice of law questions,10 while placing "considerable importance" on "protect[ing] . . . the justified expectations of the . parties[.]" Id. at § 188 comment b. See Clarendon Nat. Ins., 60 Mass. App. Ct. at 498 ("Protection of the justified expectations of the parties 'is the basic policy underlying the field of contracts."'), quoting Restatement (2d) § 188 comment b.

Here, the Family Agreement and its subsequent amendments were drafted by Massachusetts-licensed attorneys affiliated with Boston-area law firms. There is no suggestion that the drafting attorneys held particularized knowledge or expertise in Czech law. Dominik was in Georgia when he signed the initial Family Agreement in 1991, and the record indicates that he resided in Maine thereafter. It is unclear where Mark or Andrea executed the Family Agreement or the 1994 and 2000 Amendments but the record indicates that Mark resided in Massachusetts as of 1992 and Andrea currently resides in Massachusetts. There is no suggestion that Dominik, Mark, or Andrea resided in the Czech Republic or held Czech citizenship during the relevant

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Restatement (2d) § 6(2) denotes that these general principles include: (a) the needs of the interstate and international systems, (b) the relevant policies of the forum, (c) the relevant policies of other interested states and the relative interests of those states in the determination of the ·particular issue, (d) the protection of justified expectations, (e) the basic policies underlying the particular field of law, (f) certainty, predictability and uniformity of result, and (g) ease in the determination and application of the law to be applied.

Section 188 notes that the aforementioned principles vary in importance from field to field and in the field of contracts, particularly close attention be given to (1) the protection of the parties' justified expectations; and (2) the purpose sought to be achieved by the contract rules of the interested jurisdictions and the relation of each jurisdiction to the parties and the transaction. Clarendon Nat. Ins., 60 Mass. App. Ct. at 497; Restatement (2d) § 188 comments b, c.

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time. Moreover, while Martin G. held dual citizenship and claimed Czech residence, the record indicates that his primary residence was in Massachusetts.

Further, Martin G. was the driving force behind the Family Agreements and other contracts at issue. He retained the attorneys and arranged for the drafting of the agreements in Massachusetts. He sent the agreements and accompanying explanations in correspondence from Massachusetts and the executed documents were apparently returned to him in Massachusetts. It does not appear that the Family Agreement or the Partnership Agreement, or any contracts / amendments at issue were subject to significant negotiation; rather, Martin G. apparently presented them in finalized form with his justification thereto. Thus, even if Massachusetts was not the exclusive residence, place of contracting and negotiation, these factors favor Massachusetts over the Czech Republic. See Restatement (2d) § 188(2)(a),(b),(e).

Defendants argue that the place of performance and subject matter of the Family Agreement was the Czech Republic. Again, while estate assets are in the Czech Republic, that does not end the analysis. On its face, the purpose of the Family Agreement was to ensure that Maximilian's heirs - who were and are American citizens - could recover the family's Czech estate and reap the benefits therefrom despite Czech law. Further, the object of the Family Agreement was the distribution of profits from the estate to each of the three family branches - performance which would occur in the United States and specifically through Martin G. and the Partnership in Massachusetts.

Likewise, the 2000 Amendment to the Family Agreement does not suggest that the parties' intended Czech law to govern the distribution of proceeds from the Czech estate. To the contrary, Martin G. proposed the amendment to ensure that Czech inheritance law did not confound such distributions.

Significantly, when considering the historical context, I cannot plausibly conclude that the parties entered the Family Agreement in 1991 expecting. it would be governed by Czech law. It is not even clear what that would have entailed at that time.

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In 1989, Czechoslovakia emerged from four decades of Communist rule, "suddenly giving way to democracy and capitalism." (Defs.' Ex. 9, Aff. Of Pavel Dejl, p. 6, 1 14.)

By the beginning of 1993, the country peacefully split into Slovakia and the Czech Republic. In short, the Czech Republic was undergoing seismic change, and its laws and political structures were in a rapid and evolving state of flux. Martin G.'s correspondence reflects this fact.

Considering the foregoing, I conclude that Massachusetts law also governs Plaintiff's claims for breach of contract and breach of fiduciary duties arising to the Family Agreement and related powers of attorney.

111.

Fraudulent Misrepresentation

Finally, Plaintiff's claim for fraudulent misrepresentation is likewise governed by Massachusetts law. Where, as here, a party's action in reliance occurred in whole or in part in a state other than that where the false representations were made, the court considers the following factors in determining which forum has the most significant . relationship: (a) the place, or places, where the plaintiff acted in reliance upon the defendant's representations, (b) the place where the plaintiff received the representations, (c) the place where the defendant made the representations, (d) the domicil, residence, nationality, place of incorporation and place of business of the parties, (e) the place where a tangible thing which is the subject of the transaction between the parties was situated at the time, and (£) the place where the plaintiff is to render performance under a contract which he has been induced to enter by the false representations of the defendant.

Restatement (2d), § 148. Count V identifies several false statements Martin G. and Brooks allegedly made to Dominik, all of which appeared to have been made in Massachusetts and received by Dominik in the United States. Again, the residence, nationality, etc. of the parties favors Massachusetts. The alleged misrepresentations caused Dominik to cede his ownership interests in the Czech estate, by and through 18

contractual agreements subject to Massachusetts law. On balance, the factors favor applying Massachusetts law. iv.

Conspiracy to Violate Fiduciary Duties

Count IV alleges that Defendants formulated a plan to freeze him out of the Partnership and the Czech estate, during a 2024 meeting in Massachusetts. Defendants concede that Massachusetts law governs this claim. (See Defs.' Mot. at 42). v.

Conclusion

In addition to applicable and the various other factors in favor of Massachusetts, I am not persuaded by the affidavit of Defendants' proffered expert in Czech law and ·the Czech Republic is a viable alternate forum. See University of N. Virginia, Inc. v.

Tiffin Univ., Inc., No. 3:09-CV-2225, 2010 WL 4175025, at *1 (N.D. Ohio Oct. 18, 2010) ("Without knowing more about Czech legal remedies, actions, and access, this Court cannot determine that the courts of the Czech Republic provide an adequate and available alternative forum[.]"). As Defendants have failed to show that the relevant factors strongly favor the Czech Republic, Defendants' Motion to Dismiss various claims based on the application of Czech law is denied.

III.

Personal Jurisdiction and Service of Non-Forum Defendants Defendants move to dismiss the claims against Martin M., William, and Mark

Lobkowicz for lack of personal jurisdiction.11 Massachusetts courts may exercise specific jurisdiction over non-residents only if jurisdiction (1) is permitted by the long­ arm statute, G. L. c. 223A, § 3; and (2) comports with the Due Process clause of the Fourteenth Amendment to the United States Constitution. Doucet v. FCA US LLC. 492 Mass. 204, 207 (2023). Where a party is not subject to general jurisdiction, specific jurisdiction requires, inter alia, an actual affiliation between the forum and the

Martin M. resides in Florida, William resides in the Czech Republic, and Mark resides in New Hampshire.

11

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underlying controversy - that is, the suit must arise out of the non-resident defendant's contacts with Massachusetts. Id. at 213; Exxon Mobil Corp. v. Attorney Gen., 479 Mass.

312, 315 (2018).

Plaintiff contends that this Court has jurisdiction over the three non-resident Defendants because each "transact[ed] business in this [C]ommonwealth" within the meaning of G. L. 223A, § 3(a).12 I am not persuaded.

The terms "[t]ransacting any business" under § 3{a) is understood broadly, Tatro v. Manor Care. Inc., 416 Mass. 763, 767 (1994), and I must consider "whether the defendant attempted to participate in the [C]ommonwealth' s eco_nomic life." Diamond Grp.. Inc. v. Selective Distrib. Int'L Inc., 84 Mass. App. Ct. 545, 549 (2013), quoting Good Hope Indus., Inc. v. Ryder Scott Co., 378 Mass. 1, 6 (1979). However, "isolated transactions unaccompanied by 'purposeful intent' on the part of [a} defendant[ 1 and having only a 'slight effect on the commerce of the Commonwealth' are not enough to support jurisdiction." Sun Life Assurance Co. of Canada v. Sun Bancorp, Inc.. 946 F. Supp. 2d 182, 188 (D. Mass. 2012), quoting Intech, Inc. v. Triple ''C" Marine Salvage, Inc.. 444 Mass. 122, 127 (2005) (additional quotations omitted). As to whether a claim arises from the defendant's transaction of business, courts apply a "but for" test. von Schonau-Riedweg v. Rothschild Bank AG, 95 Mass. App. Ct. 471, 489 (2019), citing

The SJC has advised that I "cannot 'streamline' the personal jurisdiction inquiry by focusing solely on due process considerations" before determining whether the long­ arm statute authorizes jurisdiction over the defendant. Exxon Mobil. 479 Mass. at 317 n.3 (noting limits imposed by long-arm statute and due process are not necessarily coextensive and courts should avoid unnecessary consideration of constitutional issues), citing SCVNGR, Inc. v. Punchh, Inc., 478 Mass. 324, 325, 329-330 & n.9 {2017). Accord Clear Creek Env't, LLC v. Mansfield & Sons, Inc.. No. MICV200400756A, 2005 WL 705111, at *2 (Mass. Super. Jan. 27, 2005) (court must first determine whether defendant's conduct "fall[s] within the literal terms of the long-arm statute"). I thus begin by analyzing whether the long arm statute authorizes jurisdiction over Martin M., Mark, and William.

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Diamond Group, 84 Mass. App. Ct. at 550. The element is satisfied "if the claim was made possible by, or lies in the wake of, the transaction of business in [Massachusetts]."

Tatro, 416 Mass. at 771.

Plaintiff bears the burden of establishing jurisdiction over each defendant. Good Hope Indus. 378 Mass. at 3. At this stage, I consider only whether Plaintiff "has proffered evidence that, if credited, is enough to support findings of all facts essential to personal jurisdiction�" Arthur v. Doe, No. SUCV201300995E, 2014 WL 4364850, at *4 (Mass. Super. July 31, 2014) (Faison, J.), quoting Foster-Miller, Inc. v. Babcock & Wilcox Canada, 46 F.3d 138, 145 (1st Cir. 1995). However, I am not required to credit conclusory allegations-or draw farfetched inferences. Arthur, 2014 WL 4364850, at *4, citing Ticketmaster-New York Inc. v. Alioto. 26 F.3d 201, 203 (1st Cir. 1994).

A.

Jurisdiction as to Martin M.

Martin M. is one of the children of Martin G. and Brooks, and a signatory to the 2000 Amendment of the Family Agreement. Plaintiff asserts jurisdiction is appropriate because Martin M. thereby "joined himself to the [ ] Family Agreement by sending his acceptance to Massachusetts." (Compl., <j[ 9.) This is not sufficient.

Although § 3(a) is interpreted broadly, merely mailing a signed contract to Massachusetts does not constitute "transacting any business" herein. See "Automatic" Sprinkler Corp. of Am. v. Seneca Foods Corp., 361 Mass. 441, 445-446 (1972) (signing and sending purchase order and payment by mail from New York to Massachusetts did not support personal jurisdiction over defendant under § 3(a)); PREP Tours, Inc. v.

American Youth Soccer Org., 913 F.3d 11, 22 (1st Cir. 2019) ("IA]n out-of-forum party's contract with an in-forum party is not in arid of itself sufficient to establish personal jurisdiction . . . even where the plaintiff's claims include non-contract claims.").

Plaintiff does not allege that Martin M. signed the Family Agreement in Massach1:1setts, see Roberts v. Legendary Marine Sales, 447 Mass. 860, 864 (2006), or that he solicited any business in Massachusetts. See Lyle Richards Int'l. Ltd. v. Ashworth, 21

Inc.. 132 F.3d 111, 113 (1st Cir. 1997) ("Often, the 'transacting business' test" requires court to "ascertain[ ] whether the nonresident party initiated or solicited the business transaction in Massachusetts."), citing Tatro. 416 Mass. at 767-768. In signing the 2000 Amendment, Martin M. merely acknowledges the competing interests in his father's bequests; he did not provide, recruit, or solicit any services in Massachusetts. Cf. Cossart v. United Excel Corp., 804 F.3d 13, 18-19 (1st Cir. 2015) (Section 3(a) authorized jurisdiction where defendant recruited and hired Massachusetts resident to perform work in Massachusetts). Any connection between Martin M. and Massachusetts is wholly incidental and, presumably, attributable to the mere fact that the recipient of Martin M.'s acceptance - Martin G. or his representative - happened to reside in Massachusetts at the time. This does not plausibly suggest that Martin M. "attempted to participate in the commonwealth's economic life." Diamond Grp., supra. Plaintiff's claims against Martin M. must be dismissed.

B.

Jurisdiction as to Mark

Plaintiff has similarly failed to demonstrate that the Court may exercise personal jurisdiction over Mark.

Plaintiff argues that § 3(a) authorizes jurisdiction over Mark because "he is a member of the Massachusetts partnership on which the claims are founded." (Comp!., <[ 28.) However, the Court's jurisdiction over a partnership "does not automatically secure jurisdiction" over its partners. Kleinerman v. Morse. 26 Mass. App. Ct. 819, 824 (1989), citing Escude Cruz v. Ortho Pharm. Corp., 619 F.2d 902, 906 (1st Cir. 1980).

Rather, "active entrepreneurial or managerial conduct I ] in the [Commonwealth] will

cause jurisdiction to attach." Lacy v. Tublia Pte Ltd.. 100 Mass. App. Ct. 1131, 2022 WL 982076, at *2 (Apr. 1, 2022) (Rule 23.0), quoting Kleinerman. 26 Mass. App. Ct. at 824.13 See, e.g., Farazi v. Caffey. No. 030834C, 2007 WL 1630973, at *5-6 (Mass. Super. May 2, 2007) (Locke, J.) (jurisdiction appropriate where corporate director actively participated in marketing efforts toward and negotiations with Massachusetts entity, including 13

22

Plaintiff offers no facts to suggest that Mark ever engaged in such conduct. He was merely a limited partner with, by all accounts, a pas_sive role in the partnership.

Plaintiff responds that Mark invested "in the partnership in 1992 and received distributions from it for 33 years." (Pl.'s Opp. at 31.) But the record reflects only that Mark made an initial contribution of $500 and thereafter received distributions.

Plaintiff's theory would subject every limited partner in a Massachusetts f>artnership to jurisdiction in the Commonwealth. That is not the law. Ownership of a forum entity by a passive investor, without more, is insufficient to support personal jurisdiction. United Elec., Radio & Mach. Workers of Am. v. 163 Pleasant St. Corp., 960 F.2d 1080, 1087 (1st Cir. 1992), citing Kleinerman, 26 Mass. App .Ct. at 823-824. And Plaintiff has not alleged facts suggesting that Mark was a "principal actor," Kleinerman, 26 Mass. App. Ct. at 824, or "primary participant," Cossart, 804 F.3d at 19, in any forum activities on behalf of the Partnership. The claims against Mark must be dismissed.14 C.

Jurisdiction as to William

Plaintiff's attempts to establish the Court's jurisdiction over William fail for similar reasons. Plaintiff argues that William "used L.F.I., Inc. .. . as a front for his personal transactions" and "intermingled his ongoing business personal accounts ... and [the Partnership]." (PL�s Opp. at 32.) But I cannot credit such conclusory allegations made "on information and belief" and "without any factual detail." Ward v.

sending three letters to plaintiff in Massachusetts); Johnson Creative Arts, Inc. v. Wool Masters, Inc., 573 F. Supp. 1106, 1111 (D. Mass. 1983) (personal jurisdiction over

president who planned the incorporation, composed and mailed the solicitation letter, and received telephone orders from Massachusetts retailers).

14

Plaintiff's argument that Mark is a necessary party to this action is unavailing. Rule 19, requiring joinder of a necessary party iffeasible, does not authorize the Court to join parties that are not subject to personal jurisdiction. Mass. R. Civ. P. 19(a) (emphasis added). Rather, the Court's lack of jurisdiction is a reason for non-joinder. See Mass. R. Civ. P. 19, Reporter's notes, para. 9.

23

Auerbach, Civ. A. No.16-12543-FDS; 2017 WL 2724938, at *11 (D. Mass. June 23, 2017).

The Complaint does not remotely present facts to support a piercing of the corporate veil to justify jurisdiction here. See Jinks v. Credico (USA) LLC, 488 Mass. 691,697 (2021) (listing factors for veil piercing). To be sure, it alleges that William transacted business on behalf of the Partnership but, by all accounts, these acts occurred in the Czech Republic. Stripped of the conclusory and speculative allegations, the only basis Plaintiff asserts for this Court to exercise personal jurisdiction over William is that L.F.I., Inc. and L.F.I. LP are Massachusetts entities, and that William is an officer of the former and exercises certain control over the estate in the Czech Republic. Plaintiff has not alleged facts demonstrating that William engaged in "active entrepreneurial or managerial conduct [ ]" in Massachusetts to support personal jurisdiction over him.

1.acy, 2022 WL 982076, at *2, quoting Kleinerman, 26 Mass. App. Ct. at 824. Therefore, the claims against William must likewise be dismissed.15 D.

Adequacy of Service as to Mark and William

The claims against Mark and William are also subject to dismissal for the independent reason that Plaintiff has failed to properly serve them in accordance with Mass. R. Civ. P. 4Q). Rule 40) requires a plaintiff to serve the summons and complaint upon each defendant within 90 days after the complaint is filed. If the plaintiff "cannot show good cause why such service was not made within that period, the action shall be . dismissed . . . without prejudice . . . ." Mass. R. Civ. P. 4(j). Plaintiff filed the Complaint on October 28, 2024. On October 30, 2024, counsel for Defendants notified Plaintiff's Counsel that he would accept service on behalf of Martin M. but explicitly stated that he was not authorized to accept service as to William. That same day, Martin M. filed a As I find that Plaintiff has not supported his claim that the Court has jurisdiction over the non-resident Defendants under G. L. c. 223A, § 3(a), I do not address whether the exercise of jurisdiction would violate the long-arm statute. See Exxon Mobil, 479 Mass. at 317 n.3, supra.

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notice to remove the action to federal court based on diversity jurisdiction.16 The federal District Court ultimately remanded the matter on April 9, 2025 and, on April 11, 2025, the case docket was reopened in this Court and the federal court filings were received and docketed. Prior to this case being reopened, Plaintiff attempted but did not effectuate service on either Mark or William. There is no indication that Plaintiff ever moved the federal court for additional time or alternative service while the case was pending there. After a status conference in this Court on April 23, 2025, defense counsel emailed Plaintiff's counsel indicating that he would accept service for Mark and William while reserving their rights to seek dismissal based on the timing of service.

Plaintiff's counsel purported to "memorialize" that statement but there is no indication that defense counsel responded to Plaintiff's "confirmation."

Based on the foregoing, Plaintiff plainly did not serve William or Mark within 90 days of filing suit. Plaintiff's argument that the service deadline should be deemed tolled while the case was pending in federal court fails. First, he cites no authority for that proposition. Second, within our system of federalism, State and Federal courts do not operate with disregard to the proceedings or procedural failings which occur in the other venue merely because the case is removed or remanded. See Crossetti v. Cargill, Inc., 924 F.3d 1, 2 (1st Cir. 2019) (affirming federal district court's dismissal for failure to effect service under Mass. R. Civ. P. 40)). And here, the federal rule,Fed. R. Civ. P. 4(m), likewise requires service within 90 days, or a showing of "good cause" for failing to do so. Nothing about Martin M/s attempt to remove this matter prevented Plaintiff from serving William or Mark, and Plaintiff was still obligated to do so. See Fed. R. Civ. P. 4. Nor am I persuaded that Plaintiff has demonstrated "good cause" for his failure to serve Mark and William. "Good cause is 'a stringent standard requiring diligen[t] albeit Plaintiff maintains that defense counsel accepted service on behalf of Martin M., a singular out-of-state defendant, as a "ruse" to support federal jurisdiction over the matter.

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unsuccessful effort to complete service within the period prescribed by the rule."'

Commissioner of Rev. v. Carrigan, 45 Mass. App. Ct. 309 (1998) (alteration in original), quoting Shuman v. Stanley Works. 30 Mass. App. Ct. 951, 953 (1991). Here, the difficulties in serving Mark and William were readily apparent while the matter was pending in federal court, and Plaintiff did not seek an extension of the deadline or for leave of service by alternative means nor did Plaintiff seek such leave after remand. "(H]alf-hearted efforts" to effect service do not constitute good cause. Carrigan. 45 Mass. App. Ct. at 313.17 Therefore, the claims against Mark and William must be also dismissed for Plaintiff's failure to effect timely service.

IV.

Challenges to Counts I-VI Defendants raise specific objections to each count of the Complaint which I

address below. However, these challenges share a common theme: that the Complaint must be dismissed because Plaintiff's claims are time-l;>arred by the statute of limitations (in whole or in part); Plaintiff lacks standing; and each count fails to state a claim on which relief can be granted. I do not agree. Plaintiff has presented sufficient factual allegations to support the claims alleged - except as to Andrea in Count IV. Further, Plaintiff has alleged sufficient facts as to his standing and the accrual date(s) of his causes ofaction that cannot be resolved at the motion to dismiss stage.

As a preliminary matter, Defendants argue that certain of Plaintiff's_ claims (or portion thereof) are subject to the Czech statute of limitations. As stated above, I do not agree that Czech law applies. Massachusetts courts employ the functional choice of law

approach set forth in the Restatement (2d) § 142. Nierman v. Hyatt Corp., 441 Mass.

While I do not endorse the possible gamesmanship of defense counsel's cryptic and internally contradictory "acceptance" of service on April 28, 2025, this exchange occurred long after the 90-day deadline had passed and should have raised some alarm that service remained a contested issue.

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693, 695 (2004). Under this approach, Massachusetts "will apply its own statute of limitations permitting the claim unless: (a) maintenance of the claim would serve no substantial interest of (Massachusetts]; and (b) the claim would be barred under the statute of limitations of a state having a more significant relationship to the parties and the occurrence." New England Tel. & Tel. Co. v. Gourdeau Constr. Co., 419 Mass. 658, 660 n.1 (1995), quoting Restatement (2d) § 142. As set forth supra, the Czech Republic's interest is only in the physical assets of the estate and specifically, that personal and real property of historical, cultural and religious value is maintained and remains within its borders. Neither the timeliness nor the merits of Plaintiff's claims threaten those interests. Rather, Plaintiff merely seeks an adjudication of his entitlement to the proceeds of that estate. Massachusetts has a substantial relationship to the parties and a substantial interest in policing fraud emanating from Commonwealth and ensuring that partnerships and corporate entities registered and operating in Massachusetts do so in good faith. Thus, the Massachusetts law governs the timeliness of Plaintiff's claims.

In considering Defendants' Rule 12{b)(6) motion, I must "look beyond the conclusory allegations in the complaint," Curtis v. Herb Chambers l-95 Inc., 458 Mass.

674, 676 {2011), and determine if the plaintiff has pleaded "factual allegations plausibly suggesting (not merely consistent with) an entitlement to relief." Iannacchino v. Ford Motor Co., 451 Mass. 623, 636 (2008) (quotations omitted). In doing so, I must accept as true all facts pleaded in the complaint. Edwards v. Commonwealth, 477 Mass. 254,255 {2017). I also accept as true "such inferences as may be drawn [from those facts] in the plaintiff's favor." Blank v. Chelmsford Ob/Gyn. P.C., 420 Mass. 404,407 (1995).

Applying this standard, I conclude that Plaintiff has alleged sufficient facts to state

plausible entitlements to relief on all counts.

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A.

Breach of Family Agreement (Count I)

Count I asserts claims against Brooks, individually and as personal representative of Martin G.'s estate, for breach of the Family Agreement. It alleges that Martin G. and Brooks, by managing the Czech estate for their own benefit and radically reducing its value, breached the Family Agreement.

Defendants argue first that Brooks cannot be held personally liable because she was not a party to the Family Agreement. Next Defendants argue that claims against her in her capacity as representative of Martin G.'s estate, which pre-date October 28, 2023, are barred by the one-year statute of limitations. See G. L. c. 260, § 11.

I quickly depose of Defendants' first argument. The 2000 Amendment to the Family Agreement provided that, upon Martin G.'s death, Brooks would succeed him with power of attorney over the Czech Estate and "step into Martin's shoes under the Family Agreement and shall have all rights and privileges granted to Martin [G.] . .. ."

(Pl.'s Compl. Ex. S at p. 4, § 4.) The Complaint alleges that following Martin G.'s death in 2014, Brooks assumed and breached these duties by failing to manage the Czech estate and distribute the proceeds thereof in equal shares among the three branches of the family. This is sufficient to state a claim that Brooks was a party to and breached the Family Agreement.

As to the claims against Brooks in her capacity as personal representative of Martin G.'s estate, G. L. c. 260, § 11 simply c;loes not apply. The one-year statute of limitations therein applies to a "contract made or act done . . . by any person acting as the . . . legal representative of the estate of a deceased person." Id. (emphasis added).

Count I is not directed at acts done by Brooks as personal representative but rather seeks to hold Martin G.'s estate liable for his alleged breaches of the agreement. See Xarras v.

McLaughlin, 66 Mass. App. Ct. 799,801 (2006) ("[T]he claim against the deceased may be pursued . . . [by naming] the personal representative of his estate as a party."). Thus usual six-year statute of limitations applies. See G. L. c. 260, § 2.

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Moreover, actions for breach of contract are subject to the discovery rule and do not accrue until a plaintiff knew of should have known of the cause of action.

Szymanski v. Boston Mut. Life Ins. Co., 56 Mass. App. Ct. 367, 370 (2002). And "[w]hen a defendant fraudulently conceals a cause of action from the knowledge of a plaintiff, the statute of limitations is tolled under G. L. c. 260, § 12, for the period prior to the plaintiff's discovery of the cause of action." Demoulas v. Demoulas Super Markets, Inc., 424 Mass. 501, 519 (1997). Pinpointing the date of accrual is a question for the factfinder unless the record permits it to be decided as a matter of law, which is not the case here.

Id., citing Taygeta Corp. v. Varian Assocs.. 436 Mass. 217, 229 (2002). The Complaint alleges that Martin G. and thereafter, Brooks and William, controlled all information concerning the financial status of the Czech estate and actively misled Dominik and then Karpjak concerning the s.ame for nearly three decades. These allegations raise factual disputes as to when Plaintiff's claims accrued that I cannot resolve as a matter of law on a motion to dismiss. Additionally, as Plaintiff has alleged that Brooks breached the Family Agreement within the six years preceding this action, some portion of Count I is timely, regardless of the accrual date and I need not parse the timely and untimely portions of the claim as this stage.

Next, Defendants argue that Plaintiff lacks standing to bring Count I because he is not a signatory or third-party beneficiary of the Family Agreement. This argument · also fails. It is black letter law that a contractual right, including a cause of action for breach, can be assigned unless assignment is expressly forbidden by the terms of the contract or by statute. Nova Assignments, Inc. v. Kunian, 77 Mass. App. Ct. 34, 41 (2010); American Employers' Ins. Co. v. Medford, 38 Mass. App. Ct. 18, 22 (1995).

Defendants have not identified any provision of the Family Agreement or any statute prohibiting a party from assigning its rights thereunder. The Complaint alleges that Dominik's will left his entire estate, including his interests in the Czech estate; the Family Agreement, etc. to his widow, Karpjak, and that Karpjak, in tum, conveyed to 29

Plaintiff all her interests in assets associated with the Czech Republic which she inherited from Dominik. These factual allegations sufficiently suggest that Plaintiff stepped into Dominik's shoes and has standing to claim a breach of the Family.

Last, Defendants raise the specious argument that Count I fails to allege facts supporting.the elements of a breach of contracfclaim. To state a claim for breach of contract plaintiff must plausibly allege (1) the existence of an agreement between the parties; (2) supported by consideration; (3) that defendant breached the contract and was not excused from performance; and (4) that the plaintiff suffered harm as a result.

Bulwer v. Mount Auburn Hosp., 473 Mass. 672, 690 (2016).

Defendants assert that the first element is lacking because the Partnership Agreement superseded the Family Agreement. A fully integrated contract only "discharges prior agreements to the extent that they are within its scope" and "even apparently straightforward contractual language asserting integration will not always compel a conclusion that a writing reflects a complete and integrated agreement."

Chambers v. Gold Medal Bakery, Inc., 83 Mass. App. Ct. 234, 242-243 (2013). Otherwise stated, while such a clause is evidence of integration, it is not conclusive particularly where the language was not negotiated at arm's length by sophisticated parties. Id. at 243. Here, Martin G. had his own counsel draft the Partnership Agreement and initially, executed it himself - as representative of the general partner, L.F.I., Inc., and on his own behalf as the only limited partner. He then presented this finished product to Dominic, Mark, and Andrea with an amendment admitting them as limited partners and stating the purpose was-to have the Family Agreement "incorporated in [the]

formal limited partnership." This record does not suggest that the integration clause in the Partnership Agreement was a negotiated term or that the parties believed the Partnership Agreement discharged the Family Agreement. To the contrary, the parties twice amended the Family Agreement, at Martin G.'s request, after executing the Partnership Agreement. The 2000 Amendment expressly references the Family 30

Agreement "dated May 31, 1991, as amended February 9, 1994." Plainly, all parties thereto considered the Family Agreement to be operative.

Defendants' claim that the Family Agreement lacked consideration also is without merit. "The requirement of consideration is satisfied if there is either a benefit to the promisor or a detriment to the promisee." Pixley v. Commissioner of Revenue, 102 Mass. App. Ct. 720, 729 (2023) (Henry, J., concurring in part, dissenting in part), .quoting Marine Contrs. Co. v. Hurley, 365 Mass. 280, 286 (1974). Here, the consideration was explicit: Dominik, Mark, and Andrea "assigned to Martin G. all their right, title and interest in and to the [Czech estate]." (Compl., Ex. E, p. 2.) The assignment benefitted Martin G. by allowing him to pursue claims for recovery of the Czech estate that, per the Family Agreement, free from obstacles imposed if non-Czech citizens retained an ownership interest in the property. The mere fact that Dominik, Mark, and Andrea purportedly could not pursue recovery of their inheritance at the time, does not mean the interests they assigned to Martin G. were worthless. Dominik, Mark, or Andrea could have established Czech residence and citizenship18 and then pursued such claims, or transferred their rights to a party who was eligible to recover the estate - e.g., Martin G. Defendants Ii.ext argue that they were excused from performance because Dominik failed to reimburse Martin G., in accordance with subparagraph (b) of the Family Agreement, for expenses Martin G. and/or William purportedly incurred in 1991. But the record before me does not suggest Martin G. sought reimbursement for the amounts referenced and, construing the Complaint and attachments in the light Given the prominence of the Lobkowicz family, I cannot conceive that these individuals would have had difficulty establishing Czech citizenship by descent. See, Consulate General of the Czech Republic in New York, "Czech Citizenship by Descent," (Sept. 10, 2024) available at https://rnzv.gov.cz/consulate.newyork/en/visa_and_ consular_inforrnation/consular_information/about_czech_citizenship_and_dual/ czech_c itizenship_by_descent.html.

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most favorable to Plaintiff, I may reasonably infer that the retroactive compensation Martin G. awarded to William and himself encompassed such expenses. The actions of Martin G. or his successors, including the 1994 and 2000 Amendments, refute any suggestion that they considered themselves excused from performance under the Family Agreement.

Defendants' final argument, that Plaintiff has not alleged a breach of the Family Agreement, does not merit extended discussion. The Complaint alleges that at various times the Czech estate has garnered hundreds of thousands to millions of dollars in annual profit but that Martin G. and Brooks provided only meager distributions to Dominik and his successors while awarding substantial sums to themselves. Plaintiff has plainly stated a claim for breach of the Family Agreement.

For the foregoing reasons, Defendants' Motion to Dismiss Count I is denied.

B.

Breach of Partnership Agreement (Count II)

Defendants seek dismissal of Count II on predominantly the same grounds as asserted against Count I, and these arguments fail for similar reasons.

Specifically, Count IT is not time-barred. Issues of fact exist as to when Plaintiff's cause of action accrued and, regardless, Plaintiff has alleged that L.F.I., Inc. arid Brooks breached the Partnership Agreement within six years of Plaintiff filing this action.

Count II, however, presents a thornier standing issue. Section 7.1.1 of the Partnership Agreement, "Restrictions on Assignment," provides that "[n]o Partner may . . . assign any or all of his, her or its financial interest in the Partnership except with the consent of the General Partner [L.F.I.,Inc.]." (Compl., Ex. G. at p. 13.) Plaintiff does not allege that L.F.I.; Inc. consented to an assignment of partnership interests from Dominik to Karpjak or from Karpjak to Plaintiff. However, the Partnership Agreement does not explicitly address whether § 7.1.1 applies to bequests, or what becomes of the limited partner's interest upon his or her death. It merely provides that the death of a limited partner shall not dissolve or terminate the Partnership, and that the terms shall be 32

binding on the partners' "legal representatives, heirs, successors and assigns." (Id. at p.

14, § 7.2, p. 19.) Ultimately, Plaintiff will bear the burden of proof in establishing that each link in the chain from Dominik to him constituted a valid and enforceable transfer of the interests he now asserts. This burden appears steep and may indeed prove insurmountable. But, construing the factual allegations to be true, as I must at this stage, Plaintiff has alleged sufficient facts as to the scope of § 7.1.1, .the interplay between the various agreements at issue, and Plaintiff's right to assert claims under the Partnership Agreement to preclude dismissal.

Additionally, the Complaint plausibly alleges breaches of the Partnership Agreement - namely, L.F.I., Inc. Martin G., and Brooks willfully and improperly diverted funds to themselves and to William, in breach of their obligation to issue distributions according to the formula set forth in the Partnership Agreement. The mere fact that the Partnership Agreement does not require distributions at specific intervals does not relieve Defendants of their duties to adhere to the formula when proceeds are distributed, or more to the point, to refrain from improper self-dealing, (see Ex. G, at p. 7, § 3.6), or act in good faith. See Uno Rests., Inc. v. Boston Kenmore Realty Corp., 441 Mass. 376, 385 (2004) ("The covenant of good faith and fair dealing is implied in every contract.").19 Defendant's Motion as to Count II is thus denied.

C.

Breach of Fiduciary Duties (Count III)

Count III alleges that L.F.I., Inc., Martin, Brooks (and William) breached fiduciary duties under the Family Agreement, Partnership Agreement and 1993 Power of Attorney by misrepresenting the financial condition of the Czech estate and using the Defendants' argument that Plaintiff cannot assert the right of a limited partner to review the Partnership's books and records assumes facts which are in dispute namely that the transfers of interests from Dominik through Karpjak is unenforceable. I see no reason to parse Count II in such fashion where, regardless of whether Plaintiff has a right to access the books under the Partnership Agreement, he is entitled to pursue discovery into the same records. See Mass R. Civ. P. 26(b), 34.

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estate and profits therefrom for their own benefit rather than the benefit of Dominik and the Partnership.

As to the timeliness of Count III, a three-year statute of limitations applies. G. L. c. 260, § 2A. Again, the present record. does not permit me to conclude, as a matter of law, when these causes of action accrued - i.e., when Plaintiff or his predecessors-in­ interest had actual knowledge of injury from the fiduciaries' conduct. See Tocci v.

Tocci, 490 Mass. 1, 12 (2022) ("[T]he statute of limitations is tolled 'until a plaintiff has actual knowledge that [he or] she has been injured by the fiduciary's conduct."' (alterations in original)), quoting Doe v. Harbor Sch.. Inc., 446 Mass. 245, 254, (2006).

As to the merits of Count III, L.F.L, Inc. as the general partner of the Partnership owed a fiduciary duty to the limited partners. See Greenleaf Arms Realty Tr. L LLC v.

New Boston Fund, Inc., 81 Mass. App. Ct. 282, 291 (2012) ("It has long been settled in this Commonwealth that general partners owe their limited partners a fiduciary duty of utmost good faith and loyalty no less than that which general partners or stockholders in a close corporation owe one another."). Likewise, Dominik's grant of a power of attorney to Martin G. and thereafter, to Brooks, established a fiduciary relationship.

See Rempelakis v. Russell, 65 Mass. App. Ct. 557,564 (2006) ("power of attorney creates fiduciary relationship with respect to all matters embraced by the power"), citing Gagnon v. Coombs, 39 Mass. App. Ct. 144, 154 (1995). The Complaint alleges facts plausibly suggesting that L.F.l., Inc., Martin G., and Brooks breached these duties by, inter alia, engaging in improper self-dea�ing, misrepresenting the financial condition /

profits of the Czech estate, and syphoning off unearned sums from the proceeds of the

estate. No more is necessary. See Geller v. Allied-Lyons PLC, 42 Mass. App. Ct. 120, 122 (1997) (fiduciary has duty to be loyal and to refrain from promoting own interests in a manner injurious·to party to whom duty is owed). Defendants' objections to Plaintiff's standing merely raises the same factual disputes as Counts I and II, which I cannot resolve at this stage.

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D.

Conspiracy to Violate Fiduciary Duties (Count IV)

To state a claim of civil conspiracy, Plaintiff must plausibly allege "an underlying tortious act in which two or more persons acted in concert and in furtherance of a common design or agreement." Williamson v. Barlam. 103 Mass. App. Ct. 727,733 (2024), quoting Bartle v. Berry, 80 Mass. App. Ct. 372, 383-384 (2011). Otherwise stated, Plaintiff must allege "a common plan to commit a tortious act." Greene v. Philip Morris USA Inc., 491 Mass. 866, 871 (2023).20 Defendants argue first that Count IV fails because Plaintiff has failed to allege an underlying breach of a fiduciary duty. Essentially, this repeats Defendants' attacks on the merits of Count III. For the reasons set forth supra. I do not agree. The factual allegations in the Complaint to support a civil conspiracy claim are sparse and mostly concern the collective actions of Martin G., William, and Brooks. As noted, claims directed at William shall be dismissed for lack jurisdiction. Notwithstanding the fact that William will no longer be a party, where Brooks and William "acted jointly each would be liable for any actionable representations made by the others by which the wrong was finally accomplished." Id. at 872, quoting Gurney v. Tenney, 197 Mass. 457, 466 (1908). Here, the Complaint plausibly suggests that William and Brooks acted as part of a common scheme such that, for instance, William's representation to Karpjak that "we have lost 100% of our business [and] there is no income anywhere" may attributed to Brooks.

As to Andrea, however, Count IV fails to state a claim. Plaintiff alleges that Brooks, William, Mark, and Andrea met in February 2024 and determined to cut of communications with Plaintiff. But the Complaint does not state, beyond mere 20

Absent an underlying tortious act, Plaintiff may prove a "true conspiracy" based on evidence that Defendants exercised some peculiar power of coercion that they would not have possessed had they been acting independently. Greene, 491 Mass. at 875 n.10 (citations omitted).

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conclusions, that Andrea, as a limited partner, owed a duty to communicate with Plaintiff or failed to do so in a manner plausibly supporting a civil conspiracy claim against her.

For the foregoing reasons, Defendants' Motion to Dismiss Count IV is allowed as to Andrea only,21 and is otherwise denied.

E.

Fraudulent Misrepresentation (Count V)

Defendants' Motion as to Count V rehashes many of the failed attacks on"Counts I through III, and they fair no better here.

First, fraud claims are subject to the discovery rule and thus, Plaintiff's cause of action did not accrue until he or his alleged predecessors-in-interest knew or reasonably should have known of the misrepresentation. Davalos v. Bay Watch, Inc., 494 Mass.

548, 552 (2024); Friedman v. Jablonski, 371 Mass. 482, 485 (1976). As discussed supra, determining the accrual date here requires resolution of fact questions that cannot be done on the record before me.

Second, Defendants charge that Plaintiff lacks standing does not support dismissal. A claim of fraud is assignable. Nova Assignments, 77 Mass. App. Ct. at 42.

As noted, the extent to which Dominik and Karpjak transferred their rights to the Plaintiff to pursue this claim presents questions of fact more appropriate for trial or summary judgment.

Fourth, Count V states a claim of fraud. Fraud requires a showing that (1) the defendant made a false representation of a material fact with knowledge of its falsity; (2) to induce a party to act thereon, and (3) that the party relied upon the representation to its detriment. Copley Place Assocs., LLC v. Tellez-Bortoni, 91 Mass. App. Ct. 186, 187-188 (2017). "[F]alse statements of opinion, of conditions to exist in the future, and Count IV is the only daim directed at Andrea. Her dismissal will be complete in thirty days unless any party seeks leave within that time period to keep her in the case as a nominal but necessary party.

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promises to perform an act cannot sustain a claim for I ] misrepresentation ... unless the· prornisor had no intention to perform the promise at the time it was made." Cumis Ins. Soc'y, Inc. v. BJ's Wh(?lesale Club, Inc., 455 Mass. 458, 474 (2009) (internal quotation omitted).

The Complaint alleges the following statements constituted fraud: 1. In 1991, Martin G.'s advised Dominik to renounce his interest in the Czech estate in favor of Martin G. simply "in order to not have our claims [for restitution] rejected on a technicality."

2. In 1992, Martin G. informed Dominik that "I [Martin] through [L.F.I., Inc.] will conduct the restitution business in Czechoslovakia," when in fact, William managed the estate through his own entities.

3. In 1993, Martin G. stated to Dominik that "it is not at all clear that the recovered property actually has any net value."

4. In 1993, Martin G. told Dominik that a new power of attorney was needed "to raise some much needed cash."

5. In 1994, Martin G. told Dominik an amendment to the Family Agreement, granting Martin G. further authority to act unilaterally, was required to realize "the economic benefit [to] us all."

6. In 1994, twice in 1995, and again in 1996, Martin G. told Dominik that William and Sandra had "been unpaid for their efforts to date," and "have yet to see any compensation," "payment" or "salary."

7. In 2000, Martin G. told Dominik that the Czech estate remained in Martin G.'s name "solely for tax purposes."

8. Brooks told Dominik in 2015 that the Czech probate action was not settled and in 2016, that the Czech court had still not approved her "as the heir to Martin's estate."

(Compl., ciI'II 129-136.) Plaintiff contends that these statements were knowingly false and designed to conceal the actual value and revenue of the recovered property, the substantial compensation and benefits William and Sandra received from the property, and to allow Martin G. and Brooks to surreptitiously secure control of the Czech estate and the fruits thereof, to the exclusion of Dominik, his heirs and assigns. Plaintiff further alleges that these misrepresentations induced Dominik (1) to enter into the succession of agreements ceding authority to Martin G. to control the Czech estate and 37

interests therefrom, and (2) not to investigate or challenge the management and finances of the Czech estate.or Martin's G. disposition of assets to his immediate family.

The allegations also plausibly suggest that Martin G. knew or "through a modicum of diligence," should have known that his proffered reasons for the agreements and the compensation due to his immediate family were erroneous. See Zimmerman v. Kent, 31 Mass. App. Ct. 72, 77 (1991). Likewise, per the Complaint, a Czech probate court declared Brooks as the sole heir to Martin G.'s estate in 2014, raising a plausible claim that her statements in 2015 and 2016 that certain probate issue remained open were knowingly false. See id. ("The speaker need not know that the statement is false if the truth is reasonably susceptible of actual knowledge[.]"). This is sufficient even under the heightened pleading standard applicable to fraud claims. See Mass. R. Civ. P. 9(b).

T� be sure, certain of Martin G.'s alleged statements are arguably present opinion or promises of future performance - e.g., that he would "conduct the restitution business" or that the 1994 amendment to the Family Agreement would redound to the "economic benefit . . . [of] all." But even as to these remarks, the Complaint plausibly suggests that Martin G. "had no intention to perform the promise at the time it was made," Cumis Ins. Soc'y, 455 Mass. at 474 - i.e., that he never intended to manage the estate himself or t.o distribute the proceeds equally with the other branches of the family. Therefore, Defendants' Motion to Dismiss Count V is denied.

F.

Declaratory Judgment (Count VI)

Defendants move to dismiss Plaintiff's claim for declaratory judgment asserting that the Partnership as a necessary party. An entity is a necessary party if: (1) in his absence complete relief cannot be accorded among those already parties, or (2) he claims an interest relating to the subject of the action and is so situated that the disposition of the action in his absence may (i) as a practical matter impair or impede his ability to protect that interest or (ii) leave any of the persons already parties subject to a substantial risk of incurring double, multiple, or otherwise inconsistent obligations by reason of his claimed interest.

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Mass. R. Civ. P. 19(a).

Count VI seeks a judgment as to "the validity of Plaintiff's claim to Dominik's interest in the Czech estate, including his interests in the Family Agreement and the Partnership Agreement." (Compl., <_[ 146.) In Urquhart v. Wertheimer, 646 F. Supp. 2d 210 (D. Mass. 2009), "[t]he complaint include[d] counts for breach of the [p]artnership agreement, breach of fiduciary duty owed to the [p]artnership and_all its limited partners, breach of the implied covenant of good faith and fair dealing, [etc.] . . . rooted in allegations that Defendants [ ] paid themselves excessive management fees, borrowed money . . . for personal use, caused the [p]artnership to lend money at below­ market interest rates, and commingled [p]artnership funds with their own." Id. at 212.

There, the court held that because the claims were "clearly for harm that flows through the [p]artnership first and then to all the limited partners," the partnership was a necessary party. Id. at 212-213. Accord Bankston v. Burch, 27 F.3d 164, 167 (5th Cir. 1994) (partnership was necessary party in action by limited partner against general partner for misrepresentation, breach of fiduciary duty, mismanagement and waste of partnership assets, and breach of contract).

Here, the Complaint asserts similar causes of actio:r:,. and supporting allegations.

The Complaint does seek additional relief for breaches of the Family Agreement and an individual claim of access to the Partnership's financial records, see Lenz v. Associated Inns & Rests. Co. of Am., 833 F. Supp. 362, 379 (S.D.N.Y. 1993) (limited partner can bring individual action for accounting), and raises broader issues as to whether Plaintiff has standing as a limited partner and/or successor-in-interest. But these claims concerning Defendants' duties and Plaintiff's rights under the overlapping Family and Partnership Agreements are bound up with the claims that Defendants committed fraud, mismanaged the Partnership funds,and failed to issue proper distributions.

Following the reasoning in Urquhart, I conclude that the Partnership is a necessary 39

party.22 My conclusion, however, does not warrant dismissal of Count VI. L.F.I., LP is a Massachusetts limited partnership subjec to this Court's jurisdiction and I order it to be joined as a party. See Mass. R. Ov. P. 19+ ("If [a necessary party] has not been [ ]

joined, the court shall order that [it] be made a party. If [it] should join as a plaintiff but refuses to do so, [it] may be made a defe�ant.").23

dRDER Wherefore, for the foregoing reasons, Defendants' Motion to Dismiss is Allowed­ in-part and Denied-in-part, as follo�s: 1) Plaintiff's claims against the non-forum Defendants Martin M., William, and Mark Lobkowicz are dismissed for lack of personal jurisdiction. As additional and independent grounds, the claims against Defendants William Lobkowicz and Mark Lobkowicz are also dismissed for inadequacy of service.

2) Count IV shall be dismissed as to Andrea Lobkowicz only. Andrea Lobkowicz shall shall be dismissed from this case within thirty days unless a party files a motion to keep her in the case as a nominal necessary party While Urquhart and Bankston, supra, applied Fed. R. Civ. P. 19, the federal rule mirrors the provisions of Mass. R. Civ. P. 19 which apply here. See Strom v. American Honda Motor Co., 423 Mass. 330,335 (1996) ("Because the Massachusetts Rules of Civil Procedure are patterned after the Federal rules, we interpret our rules consistently with the construction given their federal counterparts, ... absent compelling reasons to the contrary or significant differences in content." (internal quotations and citations omitted)).

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I reject Defendants' additional argument that Plaintiff lacks standing to bring Count VI for the reasons stated passim. Lastly, even assuming arguendo that Count VI is duplicative of Plaintiff's breach of contract claims, a plaintiff may plead alternative and overlapping theories of liability and any redundancy is more appropriately addressed on a full record via a motion in limine or pursuant to Rule 56. See Massachusetts Port Auth. v. Turo, Inc., No. 1984CV01773BLS1, 2020 WL 2617169, at *4 (Mass. Super. Apr. 14, 2020) (Green, J.) (court need not strike duplicative allegations unless movant "demonstrate[s] that prejudice would result if the offending material remained in the pleadings").

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under Mass. R. Civ. P. 19.

3) Plaintiff is granted leave to amend the Complaint to add L.F.I., LP as a necessary party.

4) The remainder of Defendants' Motion to Dismiss is DENIED.

Debra A. Squir -Lee Justice of the · perior Court

October�2025

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