GORDON J. HARRIS & Another v. IMAGING ADVANTAGE LLC.

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule

23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,

as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties

and, therefore, may not fully address the facts of the case or the panel's

decisional rationale. Moreover, such decisions are not circulated to the entire

court and, therefore, represent only the views of the panel that decided the case.

A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,

2008, may be cited for its persuasive value but, because of the limitations noted

above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260

n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

22-P-1249

GORDON J. HARRIS & another 1

vs.

IMAGING ADVANTAGE LLC.

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

In 2008, plaintiff Massachusetts General Physicians

Organization, Inc. (MGPO), agreed to license its intellectual

property to Tele3D Advantage LLC (Tele3D Advantage), a

subsidiary of the defendant, Imaging Advantage LLC (Imaging

Advantage). 2 In exchange, Imaging Advantage and Tele3D Advantage

agreed to pay MGPO royalties. This lawsuit concerns an exit

royalty that Imaging Advantage and Tele3D Advantage agreed to

pay "[w]ithin thirty days (30) following the first Liquidity

Event," as that term was defined in an agreement into which the

parties entered. Tele3D Advantage separately agreed to make a

1 Massachusetts General Physicians Organization, Inc.

2 By the time of this lawsuit, Tele3D Advantage had dissolved,

and this lawsuit does not involve any claims against Tele3D

Advantage.

cash payment to plaintiff Gordon J. Harris, an employee of MGPO,

"[u]pon a Liquidity Event." Imaging Advantage was not a party

to that agreement, but Harris claims that Imaging Advantage

guaranteed Tele3D Advantage's obligations under the agreement

and was Tele3D Advantage's alter ego and successor in interest.

MGPO and Harris claim that three different liquidity events

occurred and that any one of those events triggered Imaging

Advantage's payment obligations. A summary judgment entered in

favor of MGPO and Harris on their claims for breach of contract

and all parties appealed. Concluding that there are genuine

issues of material fact, we vacate the summary judgment and

remand for further proceedings. 3

Background. 4 Effective November 19, 2008, MGPO, Imaging

Advantage, and Tele3D Advantage entered into a licensing and

servicing agreement (LSA) that set forth the following

background. "MGPO is a charitable corporation and an Affiliate

of the General Hospital Corporation d/b/a Massachusetts General

3 In a cross appeal, MGPO argues that it should have been awarded

attorney's fees as the prevailing party under the terms of its

agreement with Imaging Advantage and Tele3D Advantage. Given

our resolution of this case, where MGPO is not yet and may never

be a prevailing party, it would be premature for us to address

the issue of fees.

4 "We recite the material facts in the light most favorable to

the nonmoving party," Imaging Advantage. Matter of the Estate

of Urban, 102 Mass. App. Ct. 284, 285 (2023), quoting Docos v.

John Moriarty & Assocs., 78 Mass. App. Ct. 638, 639 (2011).

2

Hospital." "MGPO has developed intellectual property and

expertise in three-dimensional ('3D') volumetric image

reconstruction techniques and post-processing technologies

(collectively '3D Techniques and Technologies') applicable to

radiological images." "Imaging Advantage has formed Tele3D

Advantage to improve patient outcomes by increasing diagnostic

knowledge through delivering excellent 3D volumetric image

reconstruction and post-processing services that are universally

available and cost effective for Clients in the United States

and internationally (the 'Tele3D Advantage Purpose')." "MGPO

desires to license the 3D Techniques and Technologies to Tele3D

Advantage and to commit to render to Tele3D Advantage services

related thereto, and Tele3D Advantage wishes to obtain such

license and the benefit of such services."

To that end, the parties agreed as follows. MGPO agreed to

"grant to Tele3D Advantage a non-assignable, perpetual, royalty-

bearing license" to use intellectual property described as the

"Licensed IP." 5 Imaging Advantage and Tele3D Advantage agreed to

pay three different types of royalties to MGPO. This lawsuit

concerns the exit royalty, which Imaging Advantage and Tele3D

5 The license was to be used "solely for the Tele3D Advantage

Purpose." In addition, while the license was described as "non-

assignable," the LSA stated that the license could "be assigned

by Tele3D Advantage in connection with a sale of substantially

all of its assets."

3

Advantage had to pay only "if all or a material component of the

assets associated with the 3D Services (such assets are the '3D

Assets') [were] disposed of in a Liquidity Event." 6 The LSA

defined "3D Services" to mean "the post-processing of any 2D

radiological image or images by Tele3D Advantage, Imaging

Advantage or any Affiliate(s) thereof . . . for the benefit of

MGPO or any third party that produces or is intended to produce

one or more 3D images."

Section 3.3.2 of the LSA described three different kinds of

liquidity events:

"(i) an initial public offering ('IPO') of securities of

Tele3D Advantage or an IPO of Imaging Advantage that

includes the 3D Assets;

"(ii) a single transaction or a series of transactions

pursuant to which any person . . . acquires the beneficial

ownership, directly or indirectly, of greater than 50% of

the combined voting power of the then-outstanding

securities of any entity retaining the 3D Assets . . .

entitled to vote generally in the election of directors (or

limited liability company managers, if applicable)

immediately after the consummation of the transaction or

transactions, except that any acquisition of securities

directly from Imaging Advantage or Tele3D Advantage shall

be disregarded for purposes of this clause (ii); or

"(iii) the sale, lease, license or other transfer of

ownership or material control rights relating to the 3D

Assets, including any such transaction involving Imaging

Advantage or Tele3D Advantage that includes the 3D Assets."

6 The amount of the exit royalty was, at a minimum, five million

dollars.

4

Also pertinent to this appeal is section 7.6, which set

forth the provisions that would survive termination of the LSA.

Section 7.6 stated, "The provisions of Sections 1, 2 (subject to

Section 7.3), 3, 4.4.1, 5.1, 5.2 and 5.3 (to the extent of

Royalties, Fees and Expenses accrued through such time), 6, 7,

and 9 through 18 shall survive any termination or expiration of

the Term of this Agreement."

As part of the overall 2008 transaction, Tele3D Advantage

and Harris entered into a consulting agreement, effective

November 19, 2008, in which Harris agreed to serve as a

consultant to Tele3D Advantage and Tele3D Advantage agreed to

compensate Harris as set forth in an attached schedule. Imaging

Advantage was not a party to the consulting agreement but

executed an attached guaranty stating that it "unconditionally

and irrevocably guarantee[d] to [Harris] . . . the full and

timely performance of all obligations of [Tele3D Advantage]

under the foregoing Consulting Agreement." Under the guaranty,

Imaging Advantage's obligations were to remain "in full force

and effect without regard to any circumstance or condition

whatsoever, including without limitation . . . any amendment,

renewal, or other change in the Guaranteed Obligations or the

Consulting Agreement."

By a letter agreement dated March 12, 2010, Tele3D

Advantage notified Harris that it was terminating the consulting

5

agreement. The March 2010 letter agreement also confirmed that

Tele3D Advantage and Harris were in the process of negotiating

new terms. 7 A subsequent letter agreement, dated April 30, 2010,

superseded and replaced the March 2010 letter agreement. The

April 2010 letter agreement reiterated that the consulting

agreement was terminated and that, with some exceptions not

pertinent here, none of the provisions of the consulting

agreement survived termination. Under the April 2010 letter

agreement, Tele3D Advantage agreed to make a cash payment of

$750,000 to Harris "[u]pon a Liquidity Event" as that term was

defined in the LSA. Imaging Advantage did not execute a new

guaranty in connection with the April 2010 letter agreement.

Four key events occurred thereafter. First, in December

2010, Goldman Sachs Group, Inc. (Goldman Sachs), bought newly-

issued shares, specifically 8,818,366 "Class B Units," directly

from Imaging Advantage, and Imaging Advantage redeemed other

shares from existing shareholders. As a result, Goldman Sachs

7 Harris asserts that the consulting agreement, effective

November 19, 2008, was executed on the same day as the March

2010 letter agreement. Harris relies on Imaging Advantage's

admissions, which are unclear. As pertinent here, Harris

requested two admissions: (1) that "Imaging Advantage and Dr.

Harris did not execute a consulting agreement until March 2010"

and (2) that "Imaging Advantage and Dr. Harris executed the

Consulting Agreement on or about March 12, 2010." Imaging

Advantage denied the first statement but admitted the second.

Regardless, nothing in our decision turns on the execution date

of the consulting agreement.

6

acquired more than fifty percent of the outstanding shares of

Imaging Advantage. Second, in March 2011, MGPO exercised its

right to terminate the LSA pursuant to section 7.4.3, which

permitted MGPO to terminate the LSA if certain revenue

milestones were not met. Third, in July 2012, Imaging Advantage

dissolved Tele3D Advantage. Fourth, in April 2017, Envision

Healthcare Corporation (Envision) acquired Imaging Advantage.

Discussion. 1. Standard of review. Summary judgment

entered in favor of MGPO and Harris on the grounds that (1) the

terms of the LSA unambiguously required Imaging Advantage to pay

MGPO the exit royalty and (2) the terms of the April 2010 letter

agreement and guaranty unambiguously required Imaging Advantage

to make a $750,000 cash payment to Harris. We review these

questions of law de novo applying the following principles. See

Balles v. Babcock Power Inc., 476 Mass. 565, 571 (2017). Where

the terms of a contract are unambiguous, "its interpretation is

a question of law that is appropriate for a judge to decide on

summary judgment," but where the terms of a contract are

"ambiguous, uncertain, or equivocal in meaning, the intent of

the parties is a question of fact to be determined at trial."

Seaco Ins. Co. v. Barbosa, 435 Mass. 772, 779 (2002). See

Matter of the Estate of Jablonski, 492 Mass. 687, 694 (2023).

Ambiguity is assessed using the four corners of the document,

"independent of extrinsic evidence concerning the drafting

7

history or the intention of the parties." Bank v. Thermo

Elemental Inc., 451 Mass. 638, 648 (2008). "Contract language

is ambiguous where the phraseology can support a reasonable

difference of opinion as to the meaning of the words employed

and the obligations undertaken" (quotation and citation

omitted). Id.

2. MGPO's claim for breach of the LSA. a. The Goldman

Sachs transaction. MGPO first seeks payment of the exit royalty

on the basis that the Goldman Sachs transaction was a liquidity

event under section 3.3.2(iii) of the LSA. As noted, section

3.3.2(iii) provided that the following were liquidity events:

"the sale, lease, license or other transfer of ownership or

material control rights relating to the 3D Assets, including any

such transaction involving Imaging Advantage or Tele3D Advantage

that includes the 3D Assets." MGPO reads the section as

applying to any "change of control" where Imaging Advantage or

Tele3D Advantage "cede[d] more than 50% ownership." 8 Thus, MGPO

asserts that the Goldman Sachs transaction was a liquidity event

under section 3.3.2(iii) because Goldman Sachs acquired more

than fifty percent of the outstanding shares of Imaging

8 On this and other points, MGPO argues that extrinsic evidence

supports its interpretation of the LSA. However, summary

judgment entered on the basis that the terms of the LSA were

unambiguous, and our review is therefore limited to the four

corners of the document. See Bank, 451 Mass. at 648.

8

Advantage. Imaging Advantage has a different interpretation and

reads section 3.3.2(iii) as applying only to asset sales.

Imaging Advantage asserts that because the Goldman Sachs

transaction was a stock sale where the ownership of the assets

remained with Imaging Advantage, the Goldman Sachs transaction

was not a liquidity event under section 3.3.2(iii).

Imaging Advantage's interpretation is not reasonable where

it does not squarely address the language of section 3.3.2(iii).

Imaging Advantage reads section 3.3.2(iii) as applying to

transfers of ownership of the assets, i.e., asset sales, but

those are not the words the parties used. The parties instead

contracted that transfers of ownership relating to the assets

were liquidity events, as were transfers of material control

rights relating to the assets. This language is broad enough to

include transactions other than asset sales.

While the language of section 3.3.2(iii) is broad enough to

include transactions other than asset sales, the parties did not

clarify what they intended to mean by a "transfer of ownership

or material control rights relating to the 3D Assets, including

any such transaction involving Imaging Advantage or Tele3D

Advantage that includes the 3D Assets," and that language is

susceptible to various reasonable interpretations. 9 See Bank,

9 The LSA defined "control" only in the context of defining

"Affiliates." The LSA defined an entity's "Affiliates" to

9

451 Mass. at 648. MGPO's interpretation is reasonable, that the

parties intended that section 3.3.2(iii) would include any

transaction in which Imaging Advantage or Tele3D Advantage ceded

more than half their ownership. However, other interpretations

are also reasonable, including that Imaging Advantage or Tele3D

Advantage needed to cede all their ownership or that another

entity needed to gain control of Imaging Advantage's board of

managers.

The characteristics of the Goldman Sachs transaction are

consistent with some reasonable interpretations of 3.3.2(iii)

but not others. MGPO relies on the fact that Goldman Sachs

acquired more than fifty percent of the outstanding shares of

Imaging Advantage. However, Imaging Advantage's board of

managers retained "full, complete and exclusive authority, power

and discretion to manage and control [Imaging Advantage's]

business, property and affairs." A majority of managers present

at a duly-constituted meeting ordinarily was required for the

board to take action, and Goldman Sachs had the right to

include any corporation "controlled by or under common control"

with that entity. In that context and for a for-profit entity

like Goldman Sachs, the LSA defined "control" to mean "direct or

indirect ownership of at least fifty percent (50%) of the voting

securities having the right to elect directors." However, the

LSA did not define "control" in any other context or clarify

what the parties intended to mean by a "material" control right.

10

designate only two members to the seven-member board. 10 While

Goldman Sachs also effectively had veto power over certain

actions, 11 including "[m]ak[ing] any material change in the

nature of the business of [Imaging Advantage] from the

Business," 12 Goldman Sachs did not have that power over all

actions.

In sum, the language of section 3.3.2(iii) is inherently

ambiguous as applied to the Goldman Sachs transaction. See,

e.g., Jones v. Jones, 101 Mass. App. Ct. 673, 681 (2022) (words

"any manner of bonus" were inherently ambiguous where there are

many permutations of bonuses). Thus, whether the parties

intended that section 3.3.2(iii) would include a transaction

such as the Goldman Sachs transaction "is a question of fact to

be determined at trial." Seaco Ins. Co., 435 Mass. at 779. 13

10Goldman Sachs's right to appoint two members was contingent on

Goldman Sachs and its affiliates holding "at least 4,400,000

Class B Units (as adjusted for any unit distribution, split,

combination or similar transaction)."

11For so long as Goldman Sachs and its affiliates held "at least

4,400,000 Class B Units (as adjusted for any unit distribution,

split, combination or similar transaction)," Imaging Advantage

could not take certain specified actions without the prior

written consent of "a Class B Majority Interest."

12The "Business" of Imaging Advantage was "to directly or

indirectly acquire, own, hold, manage, finance, sell and

otherwise operate a radiology practice management business

(including telemedicine, teleradiology and ancillary services)."

13Imaging Advantage also argues that reading section 3.3.2(iii)

as applying to the Goldman Sachs transaction would circumvent

11

b. Dissolution and acquisition. MGPO alternatively seeks

payment of the exit royalty on the basis that the dissolution of

Tele3D Advantage and the acquisition of Imaging Advantage were

liquidity events under section 3.3.2(iii) of the LSA. However,

the dissolution of Tele3D Advantage and the acquisition of

Imaging Advantage both occurred after the termination of the

LSA, and the extent to which the exit royalty survived the

termination of the LSA is ambiguous. Section 7.6 stated, "The

provisions of Sections 1, 2 (subject to Section 7.3), 3, 4.4.1,

5.1, 5.2 and 5.3 (to the extent of Royalties, Fees and Expenses

accrued through such time), 6, 7, and 9 through 18 shall survive

any termination or expiration of the Term of this Agreement."

If the second parenthetical is read as applying to section 3,

then the obligation to pay the exit royalty survived the

termination of the LSA only if the exit royalty already had

the plain language of section 3.3.2(ii). Under section

3.3.2(ii), a transaction in which a person acquired the

beneficial ownership of more than fifty percent of "the combined

voting power of the then-outstanding securities of any entity

retaining the 3D Assets" was a liquidity event, with the

exception that "any acquisition of securities directly from

Imaging Advantage or Tele3D Advantage [were to] be disregarded

for purposes of this clause." The parties agree that because

Goldman Sachs bought its shares directly from Imaging Advantage,

the Goldman Sachs transaction was not a liquidity event under

section 3.3.2(ii). Thus, Imaging Advantage argues that section

3.3.2(iii) should not be read as applying to a stock sale that

did not qualify as liquidity event under section 3.3.2(ii). At

most, Imaging Advantage's argument raises another question

regarding what the parties intended section 3.3.2(iii) to mean.

12

accrued. If the second parenthetical is not read as applying to

section 3, then the obligation to pay the exit royalty survived

the termination of the LSA in full. On this key point, section

7.6 is ambiguous.

The ambiguity arises from the sentence structure. The

first parenthetical, "(subject to Section 7.3)," appears to

apply only to the section immediately preceding the

parenthetical, section 2, and not to section 1. That is because

section 7.3 addresses the continuity of licenses, section 2

addresses licenses generally, and section 1 is unrelated to

licenses. Using the same rule of construction, the second

parenthetical, "(to the extent of Royalties, Fees and Expenses

accrued through such time)," would apply at most to sections 5.2

and 5.3, which immediately precede the parenthetical and are not

separated by a comma. However, where section 5.1 addresses

royalties, section 5.2 addresses fees, and section 5.3 addresses

expenses, reading the parenthetical as applying only to sections

5.2 and 5.3 would leave unexplained the reference to "Royalties"

in the parenthetical. If the parenthetical applies to section

5.1, it arguably applies to section 3, which also addresses

royalties. 14 Because the sentence structure of section 7.6

14MGPO points to other sections of the LSA to support its

argument that the obligation to pay the exit royalty survived

the termination of the LSA in full. For example, MGPO contrasts

section 7.4.1, which specifically stated that the exit royalty

13

creates an ambiguity, "the intent of the parties is a question

of fact to be determined at trial." Seaco Ins. Co., 435 Mass.

at 779. 15

Separately, the parties dispute whether Tele3D Advantage or

Imaging Advantage had any "assets associated with the 3D

Services" to dispose of when Tele3D Advantage was dissolved or

Imaging Advantage was acquired, and thus whether either event

could have been a liquidity event. 16 The dispute turns on which

assets were "the assets associated with the 3D Services." Given

our conclusion that there are genuine issues of material fact on

the threshold question of the extent to which the exit royalty

would not survive a termination pursuant to that section, with

section 7.4.3, which did not include similar language and was

the section under which MGPO terminated the LSA. MGPO argues

that, reading the two sections together, the parties must have

intended that the exit royalty would survive a section 7.4.3

termination. We are not persuaded because, applying the

ambiguous terms of section 7.6 to section 7.4.3, the parties

also could have intended that the exit royalty would survive a

section 7.4.3 termination only if the exit royalty already had

accrued.

15Imaging Advantage's alternative argument, that termination of

the LSA "extinguished" any consideration given in exchange for

the exit royalty, is without merit. There is no dispute that,

for a time, Tele3D Advantage had the right to use MGPO's

intellectual property. The right to use MGPO's intellectual

property served as consideration for the exit royalty, and this

is not a case where MGPO did not provide any consideration at

all.

16A liquidity event had to involve the disposition of "all or a

material component of the assets associated with the 3D Services

(such assets are the '3D Assets')."

14

survived the termination of the LSA, we need not reach the

question. However, where we remand, we provide the following

additional guidance. In part, MGPO relies on Imaging

Advantage's admissions as establishing that Imaging Advantage

had "assets associated with the 3D Services" following the

termination of the LSA. However, Imaging Advantage did not

admit that fact.

MGPO requested an admission that "Tele3D Advantage and

Imaging Advantage had assets associated with 3D Services after

the termination of the [LSA]." Imaging Advantage responded,

"Denied. Tele3D Advantage and Imaging Advantage had no assets

associated with 3D Services as that term is defined in the

[LSA]." Then, MGPO requested admissions that (1) Imaging

Advantage's contract with a competitor of MGPO, 3DR

Laboratories, LLC (3DR Labs), was an "asset associated with 3D

Services" and (2) "Imaging Advantage's contract with 3DR Labs

was an asset associated with 3D services" (emphases added). The

only difference between the two requests was the emphasized

capitalization. Imaging Advantage denied the first statement

but admitted the second. Reading these answers together, it

appears that Imaging Advantage was trying to distinguish "3D

Services," as defined in the LSA, from "3D services," as used

colloquially. Thus, Imaging Advantage denied that the contract

15

with 3DR Labs "was an asset associated with 3D Services," as

defined in the LSA. 17

3. Harris's claim for breach of contract. Harris's claim

for breach of contract against Imaging Advantage presents the

added complexity that he seeks payment under the terms of the

April 2010 letter agreement, to which Imaging Advantage was not

a party. To the extent Harris relies on Imaging Advantage's

guaranty, executed in connection with the prior 2008 consulting

agreement, the claim fails as a matter of law. The guaranty

plainly stated that Imaging Advantage was guaranteeing Tele3D

Advantage's obligations under "the foregoing Consulting

Agreement," not future obligations such as those arising under

the April 2010 letter agreement. See Wells Fargo Business

Credit v. Environamics Corp., 77 Mass. App. Ct. 812, 816 (2010)

17To the extent MGPO relies on a separate admission that "[t]he

services provided by 3DR Labs pursuant to its agreement with

Imaging Advantage included post-processing of 2D radiological

image or images that produces or is intended to produce one or

more 3D image for the benefit of a third party," we are

unpersuaded for similar reasons. MGPO suggests that this was an

admission that 3DR Labs was providing "3D Services" and that

MGPO had "assets associated with the 3D Services." However,

that is not necessarily true because the LSA defined "3D

Services" to mean "the post-processing of any 2D radiological

image or images by Tele3D Advantage, Imaging Advantage or any

Affiliate(s) thereof . . . for the benefit of MGPO or any third

party that produces or is intended to produce one or more 3D

images" (emphasis added). As Imaging Advantage explained, it

was not admitting that 3DR Labs was an affiliate of Imaging

Advantage or Tele3D Advantage.

16

("guaranty is to be construed strictly" [citation omitted]).

While the guaranty also stated that Imaging Advantage's

obligations remained in full force and effect despite any

amendments to, or termination, cancellation, or discharge of the

consulting agreement, this language did not expand the scope of

the guaranty but only affected its duration. Imaging

Advantage's guaranty of Tele3D Advantage's obligations under the

2008 consulting agreement did not extend to obligations arising

under the later April 2010 letter agreement that superseded it. 18

However, this does not mean that summary judgment should

have entered in favor of Imaging Advantage on Harris's claim for

breach of contract. Harris also alleged that Imaging Advantage

was Tele3D Advantage's alter ego or successor in interest.

Because Harris did not seek summary judgment on those theories

18Harris relies on extrinsic evidence to support its

interpretation that the April 2010 letter agreement amended the

consulting agreement and that neither the March 2010 letter

agreement nor the April 2010 letter agreement terminated the

consulting agreement. In part, Harris points to evidence that

the consulting agreement was not executed until the same day as

the March 2010 letter agreement, see note 7, supra, and argues

that the guaranty would have been a nullity if the consulting

agreement was executed and terminated contemporaneously.

However, "extrinsic evidence cannot be used to contradict or

change the written terms." General Convention of the New

Jerusalem in the U.S. of Am., Inc. v. MacKenzie, 449 Mass. 832,

836 (2007). The April 2010 letter agreement unambiguously

stated that it "supersede[d] and replace[d]" the March 2010

letter agreement, and that the 2008 consulting agreement was

"terminated without [c]ause, effective immediately."

17

and the motion judge did not address either theory, whether

Harris may recover for breach of contract against Imaging

Advantage as Tele3D Advantage's alter ego or successor in

interest is not before us. Harris may pursue the theories on

remand.

Conclusion. The judgment is vacated, and the matter is

remanded for further proceedings consistent with this memorandum

and order. 19

So ordered.

By the Court (Wolohojian,

Desmond & Sacks, JJ. 20),

Assistant Clerk

Entered: January 17, 2024.

19After the motion judge ruled in favor of MGPO and Harris on

their motion for summary judgment, they submitted a motion to

secure the judgment. That motion was allowed, in part, such

that Imaging Advantage was ordered to post an appeal bond. The

appeal bond shall remain in effect on remand and during the

pendency of any subsequent appeals, unless and until a judge of

the Superior Court orders otherwise.

20 The panelists are listed in order of seniority.

18