BPR Group Ltd. Partnership v. Bendetson

Gants, J.

(concurring in part). I concur in each of the court’s conclusions but respectfully disagree with the court’s reasons for reversing the judge’s allowance of summary judgment against BPR Group Limited Partnership (BPR) as to the counts of BPR’s complaint seeking equitable dissolution of the joint ventures under G. L. c. 108A, § 32 (1) (f). The court concludes that the judge’s grant of summary judgment dismissing these counts was error because “a genuine issue of material fact exists as to whether dissension between BPR’s members and [Richard] Bendetson justified dissolution of the joint ventures under § 32 (1) (f).” Ante at 869. If these counts were not equitable in nature, I would agree that the existence of a genuine issue of material fact would require the denial of summary judgment. Where, as here, the defendants have moved for summary judgment as to the plaintiffs equitable claims, however, the analysis must differ.

When a judge evaluates a claim for equitable relief, the judge does more than find the facts; he also must determine, based on those facts, whether equitable relief would be in the interests of justice. In considering a motion for summary judgment when material facts are in dispute, a judge appropriately may determine that, even viewing the facts in the light most favorable to the plaintiff, he still would not conclude that equitable relief was warranted in light of the balance of equities. In such a case, summary judgment would be appropriate despite the existence of disputed material facts, because even were the case to be tried and the plaintiff to establish in his favor all the contested factual *872 issues, equitable relief still would be denied. Indeed, if the judge has already reached that conclusion on summary judgment, a trial would be a needless waste of time and effort.

In the circumstances just described, a reviewing court would simply need to determine, based on the view of the evidence most favorable to the plaintiff, whether it was an abuse of discretion for the judge to have denied the equitable relief sought by the plaintiff. See Demoulas v. Demoulas, 428 Mass. 555, 589 (1998), and cases cited. There is nothing in the court’s decision to suggest that, even viewing the evidence in the light most favorable to BPR, it would have constituted an abuse of discretion for the judge to have denied BPR the equitable relief it sought on summary judgment. Granting BPR the benefit of all disputed facts, there continue to be key undisputed facts that would militate against BPR’s claim for equitable relief: the joint ventures had been profitable, only one of the four equal participants had lost confidence in Bendetson’s management of the joint ventures, and, perhaps most importantly, the commencement of dissolution proceedings constituted a default on the joint ventures’ mortgages, triggering substantial defeasance fees and refinancing costs.

I join in the court’s decision to reverse the grant of summary judgment as to BPR’s equitable claims only because it is not plain from the judge’s decision that he considered the question of equitable relief in the factual light most favorable to BPR, and a remand to clarify this matter is not practicable in light of the judge’s retirement from the bench. Without an explicit declaration by the judge that he viewed the evidence in the light most favorable to the plaintiff and still concluded that equitable relief would not be just or warranted, it would be inappropriate for this court to conclude that the judge had applied that analytical approach in allowing summary judgment.