A.C. Vaccaro, Inc. v. Vaccaro
80 Mass. App. Ct. 635
| Mass. App. Ct. | 2011Background
- Collier Brothers agreed to buy AC Vaccaro Floor Sanding from Anthony Vaccaro; asset purchase included goodwill, trade name, customer lists, and a 10-year noncompetition within 30 miles for $200,000, with $25,000 attributed to the noncompetition value; Anthony allegedly misrepresented 2005 earnings and scheduled work, prompting litigation; the corporation sued for breaches and 93A violations, obtaining injunctive relief against customer diversion; damages awarded included $25,000 for asset purchase breach, $15,000 for noncompetition breach, and $55,000 in attorney’s fees; trial court awarded additional 93A damages and doubled them, with some verdicts later reduced as duplicative; posttrial rulings affirmed the 93A liability and damages and denied new trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Tax nonfiling evidence admissibility | Collier argues tax nonfiling is discoverable for credibility and breach proof. | Vaccaro contends tax nonfiling is privileged and prejudicial unless substantial need is shown. | Admissible; substantial need and relevance outweighed privilege in this context. |
| Effect of opening statement remark | Counsel’s “criminals” remark was improper and prejudicial. | Remark was brief; judge should have curative remedy; overall impact minimal. | No reversible error; remark did not cause prejudicial harm given instructions and evidence. |
| Sufficiency of evidence for breach and damages | Evidence supports breach and damages; damages may be approximated. | Challenges to specific damage quantification and causation. | Sufficient evidence supported breach of asset purchase and related damages; reasonable approximation allowed. |
| G. L. c. 93A liability and damages | Misrepresentation about scheduled work violated 93A; damages properly awarded and doubled. | Damage calculation is speculative and overbroad. | 93A liability and compensatory damages supported; doubling appropriate given willful conduct. |
| Reasonableness of attorney’s fees | Fees justified by complexity and breadth of litigation. | Fees appear disproportionate to damages. | Reasonable under the circumstances; fees warranted by case complexity and injunctive relief benefits. |
Key Cases Cited
- Town Taxi, Inc. v. Police Comm’r of Boston, 377 Mass. 576 (Mass. 1979) (disclosure of nonfiling vs. filing privilege distinctions; confidentiality matters)
- Finance Comm’n of Boston v. McGrath, 343 Mass. 754 (Mass. 1962) (tax returns discoverable upon substantial need)
- Commonwealth v. Fazio, 375 Mass. 451 (Mass. 1978) (opening statements and evidence shaping)
- Wells v. Wells, 9 Mass. App. Ct. 321 (Mass. App. Ct. 1980) (noncompetition enforcement considerations between buyer and seller)
- All Stainless, Inc. v. Colby, 364 Mass. 773 (Mass. 1974) (interpretation of noncompetition covenants and goodwill protection)
- Marine Contractors Co. v. Hurley, 365 Mass. 280 (Mass. 1974) (goodwill protection in covenants not to compete)
- Haddad v. Wal-Mart Stores, Inc. (No. 2), 455 Mass. 1024 (Mass. 2010) (complexity of case supports higher attorney’s fees)
- Hanover Ins. Co. v. Sutton, 46 Mass. App. Ct. 153 (Mass. App. Ct. 1999) (nominal damages and injunctive relief can justify substantial fees)
- Global Investors Agent Corp. v. National Fire Ins. Co. of Hartford, 76 Mass. App. Ct. 812 (Mass. App. Ct. 2010) (standard for directed verdict/JNOV considerations)
- Zimmerman v. Bogoff, 402 Mass. 650 (Mass. 1988) (guidance on reasonable inference for damages)