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COMMONWEALTH OF MASSACHUSETTS
ESSEX, ss. SUPERIOR COURT DEPARTMENT
CIVIL ACTION NO. 16CV1419
SABA HASHEM, individually and as Manager
of D’Angelo & Hashem, LLC,
Plaintiff/Defendant-Intervenor
Vv.
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Stephen D’Angelo, individually and as a )
Manager of D’Angelo & Hashem, LLC, and )
D’Angelo Law Group; D’Angelo & Hashem, )
LLC; and D’Angelo Law Group, LLC. )
Defendants/Defendants-Intervenors, )
Reach and Apply Defendants )
v. )
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)
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Jennifer M. Carrion,
Plaintiff-Intervenor
PLAINTIFF-INTERVENOR’S JENNIFER M. CARRION’S, MEMORANDUM IN
SUPPORT OF CROSS-MOTION FOR SUMMARY JUDGMENT AND OPPOSITION
TO DEFENDANT’S MOTION FOR SUMMARY JUDGMENT
Plaintiff-Intervenor, Jennifer M. Carrion, avers that the summary judgment record entitles her
to judgment as a matter of law (Mass.R.Civ.P. 56(C)); because the Defendants have no
reasonable expectation of proving an essential element of its case at trial. (Cassesso v.
Commissioner of Corr., 390 Mass. 419, 422 (1983), Kourouvacilis v. General Motors Corp., 410
Mass. 706, 716 (1991), Flesner v. Technical Communications Corp., 410 Mass. 805, 809
(1991)). It is axiomatic that, “if the moving party establishes the absence of a triable issue, the
party opposing the motion must respond and allege specific facts which would establish the
existence of a genuine issue of material fact in order to defeat a motion for summary judgment.”
Pederson v. Time, Inc., 404 Mass. 14, 17 (1989). It is axiomatic that, in defending SummaryJudgment, “an adverse party may not rest upon the mere allegations of denials of his pleading.”
(Mass. R. Civ. P. 56(e)). Conclusory statements, general denials, and allegations not based on
personal knowledge are insufficient to avoid summary judgment. Madsen v. Erwin, 395 Mass.
715, 721, 481 N.E.2d 1160 (1985). Rather, the non-moving party bears the burden of introducing
enough countervailing data to demonstrate the existence of a genuine issue for trial. Wooster v.
Abdow Corp., 46 Mass.App.Ct. 665, 673, 709 N.E.2d 71 (1999).
Additionally, Ms. Carrion avers respectfully that Defendants’ Motion for Summary
Judgment against Intervenor-Plaintiff is another attempt to hinder, delay, dissipate, conceal, and
defraud Ms. Carrion from collecting upon her Executions. This Honorable Court must cease
Defendants’ unlawful actions, DENY the Defendants Motion for Summary Judgment and
ALLOW Ms. Carrion’s Motion for Summary Judgment as to liability.
STATEMENT OF FACTS
This civil action arises from a breakdown of the law firm known as D’Angelo & Hashem,
LLC (“D&H, LLC”) whose principals are Plaintiff Saba Hashem and Defendant Stephen
D’Angelo. EXHIBIT 2: Answer to Second Amended Complaint, at Nos. 6, 7, 35. D&H LLC
specialized mainly handling personal injury and worker’s compensation cases of injured
plaintiffs. Id. at Nos. 11, 12. D&H LLC employed the Plaintiff-Intervenor and later fired her
illegally for being pregnant, leaving her homeless, for which Carrion obtained multiple
Executions on June 12, 2015 against D&H LLC in Suffolk Superior Court # 0784CV2073.
EXHIBIT 3: Carrion Intervenor Compl. at Exs. 1-5.
Originally on November 29, 2011, Ms. Carrion’s Judgments on Jury verdict ($109,000)
and on Attorney fees & costs ($142,215.00 and $1,159.54, respectively) totaled: $252,374.54 as
of May 29, 2012. In July 12, 2012, Hon. Thomas Connolly entered Injunction ordering both thelaw firm LLC and 50% partner to: “the Defts and their associates, partners, members, employees
and agents are prohibited from: 1. Taking any unlawful action to hinder, delay or defraud the
pliff from collecting pltff's judgment in this action, 2. Transferring, alienating or encumbering
any assets of the defts other than the ordinary course of business.” EXHIBIT 4: (File Rfr #64)
Int. Pl.’s Memo, Mot, Prelim. Injunction at Exhibit H - Docket Sheet, Suffolk Superior Ct#
0784CV2073 at File Rfr# 54. Page 6 of 8.
Notwithstanding the Preliminary Injunction, D&H LLC operated successfully for many
years, earning attorney’s fees in the millions of dollars especially in 2014 & 2015. EXHIBIT 5
6, AND 7: (File Rfr #64) Int. Pl.’s Mot. Prelim. Injunction at Exs. “S,” “O,” “P.” Judgment
Debtor, D&H LLC, failed, refused, and/or neglected to pay Carrion one penny on her
Executions, dated June 12, 2015 - even when D&H LLC, its partners, had the ability to pay
Plaintiff-Intervenor. See EXHIBIT 3 and EXHIBIT 8; (File Rfr #64) Intervenor Pl.’s Memo.
Prelim Inj. at pages 3-6. In violation of the Suffolk Superior Court Injunction, Judgment
Debtor, D&H, LLC, paid its partners six figures in draws - $632,364.00 in 2014 &
$1,133,295.00 in 2015 when unsuccessfully exhausting all appeals against Ms. Carrion from
2012-2015. See EXHIBIT 9, 7, 10, 11, 5: Int. Pl.’s Memo. Mot. Prelim. Injunction at Exs. “G,”
“P.” “QO.” “R,” “S”.
After paying Uncle Sam and the Commonwealth, Mr. D’Angelo personally took home
from D&H LLC (“Judgment Debtor”) net income of $177,648.03 in 2014 and $298,922.56 in
2015. EXHIBIT 6: Exs.”O” at pgs.J-2 & “G” -McCoy Di
. at pgs.83:23-93:8. Notwithstanding
that the judgment debtor paid six figure incomes to its partners even after paying their luxury
vehicle expenses, etc., D&H LLC and D’Angelo, through his counsel, alleged to Ms. Carrion’s
attorneys to be filing bankruptcy. EXHIBIT 12: Exs. M, and EXHIBIT 13: Exs. N. Evenrecently Mr. D’Angelo misleads under oath that D& H in 2014 & 2015 “was unable to do it. We
have no assets to do that with.” EXHIBIT 14: (File Rfr# 64) Int. P!.’s Memo. Mot. Prelim.
Injunction at Ex. U - D&H LLC Dep. at 21:5-19.
On December 29, 2015, Massachusetts Board Bar Overseers suspended Plaintiff Saba
Hashem from the practice of law. EXHIBIT 2: Amended Comp. at 4-5. The vast majority (if
not all) of cases handled by D&H, LLC stayed with the Defendants DLG LLC and D’ Angelo.
EXHIBIT 8: (File Rfr #64) Int. Pl.’s Memo. Mot. Prelim. Injunction at
.6. Mr. D’Angelo
contacted D&H clients about “continuing” with Mr. D’Angelo and his new firm, DLG LLC,
when Mr. Hashem was incarcerated before his suspension (e.g. Client Letter, 10.30.2015,
EXHIBIT 15: Ex J, and EXHIBIT 16: Ex. I, D’Angelo Dep at 159:12 — 165:18). Without
dissolving D&H LLC, Mr. D’Angelo started DLG in November of 2015 with all D&H
employees, attorneys, equipment, same lease, location, same website, goodwill, clientele. (Id. at_
Ex. I, D’Angelo Dep At 43:17 — 44:22, 165: 8-18, 166: 17-18).
D&H clients were signing up with Mr. D’Angelo’s new firm before DLG commenced its
payroll in November of 2015 (EXHIBIT 15 & EXHIBIT 17: Ex. T, DLG Dep. at 11:3-11). Mr.
D’Angelo for DLG confirmed that DLG started with same office, employees, attorney
contractor, like D&H. (EXHIBIT 17: Ex. T, DLG Dep. at 10:20- 19:13). Mr. D’Angelo for
DLG even testified that it had no liability when it started, just lease, payroll, and now recently
car leases. (Id at Ex, T, DLG Dep. at 19:14-23:21). D&H LLC filed a tax return in 2016, never
filed a last tax return, and was involuntarily dissolved on 06/30/2018 by the Commonwealth on
June 30, 2018. Id at. Pg. 5;
Defendants DLG and Mr. D’Angelo never paid Plaintiff-Intervenor, nor set up an escrow
for attorney’s fees earned from D&H LLC cases. EXHIBIT 3: Carrion Intervenor Compl. at 419.Rather, Defendants received over a million dollars of attorney’s fees from D&H from November
2015 through the present and still Defendants refuse to pay Ms. Carrion. EXHIBIT 18: (File Rir
#64) Int, Pl.’s Memo. Mot. Prelim. Injunction at Ex. D In 2016, Defendant Mr. D’ Angelo
received personally a W-2 Salary in the amount of $366,665.19 from the Defendant DLG LLC.
EXHIBIT 19: Int. Pl’s Memo. Mot. Prelim. Injunction at Ex. E, Vast majority of this income
originated from the Judgment Debtor D&H LLC - not even a year after Mr. Hashem was
suspended. See EXHIBIT 18. Defendants’ 2017 tax returns show DLG LLC having gross
receipts or sales of $998,705.00 and Mr. D’Angelo earning $321,009.00 from S-Corp Income. _
See EXHIBIT 9,
Plaintiff Hashem filed Complaint against Defendants Mr. D’Angelo, DLG LLC, and D &
HLLC on September 16, 2016. Civil Action was removed to federal district court on or about
November 15, 2016. EXHIBIT 20: US District Court Docket at Paper No. 1, 11/22/2016.
Federal District Court allowed Intervenor-Plaintiff to intervene as Judgment Creditor of D&H
LLC on July 28, 2017. Id. at Paper No. 38. Thereafter ensued long discovery battle involving
inter alia over eight (8) discovery related motions, (Id. at Paper Nos. 61,74, 77, 78, 83, 96, 105,
123, 144), two (2) Court telephone conferences regarding discovery Id at Paper No. 53, 54, — all
relating to the Defendants’ Mr. D’Angelo and DLG LLC not turning over requested discovery.
Finally, On June 14, 2018, Intervention-Plaintiff served her Re-Notice of Taking
Deposition upon D’Angelo Law Group, LLC and D&H, LLC pursuant to Fed. R. Civ. P.
30(b)(5), 26, 30, and 34. EXHIBIT 21 & 22: Exs. D & E to Pl’s Memo. Mot. Comp. Intervenor
led Depositions of D&H LLC, DLG LLC, Mr. D’Angelo and their accountant in July and August
2018 when Exhibits A and B were produced on same day of deposition. The Defendants’ 2017
Tax retums were not available at deposition EXHIBIT 23: Exhibit “I” DLG LLC Dep. at pg.158:4-159:9 annexed to Pl’s Memo. Mot. Comp. Further, the 2016 DLG LLC’s General
Ledgers were incomplete. EXHIBIT 24: Exhibits “A” at pgs. 25 — 55 to Pl’s Memo. Mot. Comp.
Exhibit “C” thereto lists from DLG’s 2016 General Ledger (Ex. “A” at pgs. 25-55) all the
unidentified Legal fee income deposited into Defendant DLG accounts, totaling $151,427.56,
that needs to discovered in order to determine whether any of those fees originated from the
Judgment Debtor, D&H LLC. We have no other way of getting this information and the same
must be produced by the Defendants Mr. D’Angelo & DLG LLC, who continues to hide,
dissipate and defraud D&H income from Ms. Carrion.
On December 16, 2018, Judge Indira Talwani allowed Plaintiff-Intervenors Motion for
Preliminary Injunction against Defendants, DLG LLC & D’Angelo, after entering temporary
restraining order on November 16, 2019 for attorney’s fees originating from D&H be held in
escrow and set aside. EXHIBIT 20: Paper Nos. 182, 183, 12/16/2019.
We know from the Accountant MeCoy’s Deposition at Exhibit 31 (DLG Client Trust
Account Customer Balance Detail) and the Plaintiff-Intervenor’s Allowed Motion for
Preliminary Injunction that Defendants received multiple legal fees exceeding hundreds of
thousands from D&H in 2017 & 2018. See EXHIBIT 23; EXHIBIT 18, 25, 26, 27: (Exhibit “T”
attached to Pl’s Memo. Mot. Comp.- DLG Dep at 122:7-124:22, 127-129:14; Int.Pl. Memo. Mot.
Prelim. Injunction at e.g. Exhibits “D” at 7, “A,” “B” & “C.”)_ The back- up documentation for
the 2017 & 2018 taxes is necessary to discover which other fees originated from the Judgment
Debtor, D&H LLC.
On July 31, 2019, Defendants filed a Motion for Summary Judgment ignoring multiple
depositions and evidence. On August 16, 2019, Intervention-Plaintiff filed a Motion to Compel
Discovery from the Defendants. Compelling the document production requested was necessaryto discover the legal fees paid to the Defendants, D’Angelo and DLG LLC, in 2018, 2017 and
2016 from cases that originated from or had contingency fee contracts with the firm D’Angelo &
Hashem LLC, upon which Intervenor-Plaintiff Carrion has Executions. Undersigned Counsel
has made several requests and conferences per Superior Court Rule 9C to the Defendants counsel
for the documents requested herein.
On September 11, 2019, Defendants filed an Opposition to Intervention-Plaintiff’s
Motion to Compel Discovery, willfully ignoring the evidence and arguing that Intervenor-
Plaintiff has not and cannot cite to any “unlawful action” to hinder delay of defraud Plaintiff
from collecting judgment, shown any transfer, alienation or encumbering not in the ordinary
course of any assets of D&H, LLC.
The Intervention-Plaintiff has endured almost a decade worth of additional litigation for a
judgment that was rendered in 2012. The Intervention-Plaintiff is owed the largest proportioned
amount from the Defendant, D& H, as well as from the Defendant, Hashem. Due to the way in
which D&H, LLC was involuntarily dissolved, D&H, LLC did not pay all of their creditors
before disbursing the funds, assets, receivables, etc. Therefore, because Defendants, D’Angelo &
DLG received exclusively funds from the D&H, LLC, those collected funds are liable for the
proportioned debt owed to Intervention-Plaintiff from D&H, LLC & Hashem. The Intervention-
Plaintiff has continued to suffer without relief due to the years of willful disregard of Carrion’s
executions and now unresolved litigation between the two Defendants. The Motion for Summary
Judgment is necessary because the Intervention-Plaintiff deserves to be relieved and not continue
to be subject to Defendants’ continued efforts to delay, dissipate, hinder, conceal and defraud
Ms. Carrion.
ARGUMENTSDEFENDANTS ARE LIABLE FOR ALL CLAIMS AND OBLIGATIONS OF
D’ANGELO & HASHEM, LLC TO PLAINTIFF-INTERVENOR
a. D&H’s Failure to Dissolve constituted Violation of M.G.L.A. 156C § 46 to her
detriment as creditor, which is the injustice this statute and the doctrine of
successor liability ar designed to avoid.
Defendants, Saba Hashem and Stephen L. D’Angelo were the sole members and
managers of Defendant, Hashem & D’Angelo, LLC. Intervention-Plaintiff, Carrion, filed suit
and won against D&H, LLC and Hashem, in 2012. Three years thereafter, Mr. Hashem was
suspended from practicing law. Without dissolving D&H LLC, Mr. D’Angelo started DLG in
November of 2015 with all D&H employees, attorneys, equipment, samease, location, same
website, goodwill, same caseload, clientele. (EXHIBIT 16: Ex. I, D’Angelo Dep At 43:17 —
44:22, 165: 8-18, 166: 17-18). D&H, LLC was involuntarily dissolved by the State of
Massachusetts on June 30, 2018; while D&H funds, D&H receivables, D&H eamed fees, D&H
incurred costs, D&H work product, and all other D&H assets were transferred to Mr. D’ Angelo
and DLG years before in or about October 2015, even before Hashem’s suspension. Currently
Mr. D’Angelo and Mr. Hashem are battling in litigation regarding D&H breakdown.
Mr, D’Angelo argues that he is not liable for other members wrong-doings in D&H,
LLC. This is true. However, Mr. D’Angelo and DLG are liable for the funds he received before
D&H could pay obligations to Ms. Carrion. Defendants defunded D&H to prevent payment to
Ms. Carrion, a D&H creditor. Mr. D’Angelo assumed other D&H liabilities, but refused to pay
D&H execution. Most outrageously, Mr. D’Angelo is personally liable for violating the Suffolk
Superior Court Injunction as member of D&H and for transferring fraudulently over a million
dollars to D&H members before paying Ms Catrion’s executions in 2014 and 2015.
As previous members, Hashem and D’ Angelo are liable for all claims and obligations of
D’ Angelo & Hashem, LLC under M.G.L. Chapter 156C. Specifically, under the Massachusettsot
State Law Chapter 156(c), Section 46(b) “A limited liability company which has dissolved shall
pay or make reasonable provision to pay all claims and obligations, including all contingent,
conditional or unmatured claims and obligations, known to the limited liability company and all
claims and obligations which are known to the limited liability company but for which the
identity of the claimant is unknown. If there are sufficient assets, such claims and obligations
shall be paid in full and any such provision for payment made shall be made in full. If there are
insufficient assets, such claims and obligations shall be paid or provided for according to their
briority and, among claims and obligations of equal priority, ratably to the extent of assets
available therefor. Unless otherwise provided in an operating agreement, any remaining assets
shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited
liability company's affairs, who has complied with this section shall not be personally liable to
the claimants of the dissolved limited liability company by reason of such person's actions in
winding up the limited liability company”.
Here, Mr. D’Angelo failed to dissolve and make reasonable provisions to pay D&H’s
creditors. Mr. D’ Angelo admits to not dissolving D&H LLC or paying Ms. Carrion, D&H’s
creditors, He, DLG, their counsels, waste this court’s time alleging Hashem’s suspension was
the reason precluding dissolution, omitting the truth that Hashem’s suspension does not prevent
D&H and Hashem from collecting earned fees, earned services, incurred costs, earned
receivables, referral fees, earned services, referral fees contracted before the suspension.
Defendants also unethically ignore sworn testimony, taxes, general ledgers, client reports, and
other evidence proving D&H had ability and duty to pay Ms. Carrion’s executions in 2014 &
2015. D&H members and managers paid themselves over millions of dollars of income beforeand in lieu of paying Ms. Carrion’s Executions. This is atrocious as D&H members and
managers are or were officers of the Court.
Mr. D’Angelo may not be liable for Mr. Hashem’s personal debt to Carrion. However, D&H,
LLC is still in debt to Carrion and Mr. D’ Angelo holds the funds from D&H, LLC. If both Mr.
Hashem and Mr. D’Angelo had received funds from the dissolution, they would both be
proportionately liable for the debt to Carrion. However, Mr, Hashem has yet to collect from
D&H, LLC. Therefore, in the meantime, Mr. D’Angelo and DLG, as successor of D&H, LLC,
has to pay D&H, LLC debts with the money, receivables, earned fees, earned services, incurred
costs that they exclusively received from D&H, LLC.
b. Ms. Carrion can show DLG is a successor LLC to D&H under Massachusetts
Successor Liability law & De Facto Merger Doctrine.
Massachusetts law holds that, “Liabilities of selling predecessor corporation are not
imposed on successor corporation that purchases its assets unless successor expressly or
impliedly assumes liability of predecessor, transaction is de facto merger or consolidation,
successor is mere continuation of predecessor, or transaction is fraudulent effort to avoid
liabilities of predecessor.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc., 424 Mass. 356, 359
(1997) 676 N.E.2d 815, 818 citing Guzman v. MRM/Elgin, 409 Mass. 563, 566, 567 N.E.2d 929
(1991). See McCarthy v. Litton Indus., Inc., 410 Mass. 15, 21, 570 N.E.2d 1008 (1991); Dayton
v. Peck, Stow & Wilcox Co. (Pexto), 739 F.2d 690, 692 (Ist Cir.1984) (construing Massachusetts
law); 15 W. Fletcher, Private Corporations § 7122, at 231 (rev.perm. ed.1990). The Supreme
Judicial Court in Cargill Inc has reviewed:
“the factors that courts generally consider in determining whether to characterize an asset sale
as a de facto merger are *360 whether (1) there is a continuation of the enterprise of the seller
corporation so that there is continuity of management, personnel, physical location, assets, and
general business operations; whether (2) there is a continuity of shareholders which results from
10the purchasing corporation paying for the acquired assets with shares of its own stock, this stock
ultimately coming to be held by the shareholders of the seller corporation so that they become a
constituent part of the purchasing corporation; whether (3) the seller corporation ceases its
ordinary business operations, liquidates, and dissolves as soon as legally and practically
possible; and whether (4) the purchasing corporation assumes those obligations of the seller
ordinarily necessary for the uninterrupted continuation of normal business operations of the
seller corporation.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc., 424 Mass. 356, 359-360 (1997)
676 N.E.2d 815, 818-819. In re Acushnet River & New Bedford Harbor Proceedings re Alleged
PCB Pollution, 712 F. Supp. 1010, 1015 (D.Mass.1989). See also 15 W. Fletcher, supra at §
7124.20, at 294. (“No single factor is necessary or sufficient to establish a de facto merger.” Id.
In these facts, the majority (if not all) of factors proving De Facto Merger and Successor
liability between D&H and DLG. First, it is undisputed that DLG is in the same law business as
was D&H with same operational management, like in the Cargill Inc. case. At bar, the facts
show continuity of personnel and management, as Mr. D’Angelo testified for DLG, this law firm
LLC business started with same office lease, employees, attorney contractor as the D&H law
firm. EXHIBIT 17: (File Rfr #64) Int.P], Memo. Mot. Prelim. Injunction at Ex. T, DLG Dep. at
10:20- 19:13).
As to the second factor, there is a continuity of shareholder between D&H and DLG and
that is Mr. D’Angelo’s attorney license. D&H and DLG clients continued with same trial
lawyer and same Associate Attorneys Andrade & Sussman. (EXHIBIT 14: (File Rfr #64) Int.Pl.
Memo. Mot. Prelim. Injunction at Ex. U). Moreover, as Cargill Inc. case affirms: “There is no
requirement that there be complete shareholder identity between seller and buyer before
corporate successor liability will attach under de facto merger doctrine.” Cargill, Inc. v. Beaver
Coal & Oil Co., Inc.. 424 Mass. 356 (1997) 676 N.E.2d 815. In addition, there are continuity of
obligations, as Mr. D’Angelo testified that he had to maintain D&H Line of Credit with
Santander and car leases, after Mr. Hashem lost his attorney license. (EXHIBIT 16: (File Rfr
#64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. J, D’Angelo Dep. at 118:18-121:6). This is
llbecause Mr. D’Angelo did not wind up nor dissolve D&H to pay its liabilities, such as Ms.
Carrion’s executions. (EXHIBIT 9; EXHIBIT 16: (File Rfr #64) Int.Pl. Memo. Mot. Prelim.
Injunction at Ex. G, McAvoy Dep at 98:12-105:18: Ex. I, D’Angelo Dep, 07.25.2018, at 148:6-
152:20.)
Mr. D’Angelo’s failure to wind up/dissolve the LLC violated M.G.L.A. 156C § 43, 46
and harmed Ms. Carrion as creditor to D&H. Such injustice relates to the 3” factor justifying de
factor merger doctrine for why DLG must be liable. Supreme Judicial Court Rule 3:06 requires
Mr. Hashem to renounce his ownership of the professional LLC upon his attorney license
suspension. In fact, Mr. D’Angelo testified about the same advice he received from Jim Bolan
that “D ‘Angelo & Hashem just would not be able to function any further” (EXHIBIT 16: (File
Rfr #64) Int.Pl. Memo. Mot, Prelim. Injunction at Ex. I, D’Angelo Dep. 31: 13-22, 31:24-33:14),
Therefore, legal consent from all members existed to dissolve D&H under M.G.L.A. 156C §
43(3), which mandates that the limited liability company D&H “is dissolved and its affairs shall
be wound up.” The statute, M.G.L.A. 156C § 43(3) triggers M.G.L.A. 156C § 46 to apply in
these facts, since D&H has “no operating agreement in place.” (EXHIBIT 28: (File Rfr #64)
Int.Pl. Memo. Mot. Prelim. Injunction at Exhibit W, Hashem Dep. 07.17.2018 at 13:12-14:7).
M.G.L.A. 156C § 46 requires the following upon dissolution -
“(a) Upon the winding up of a limited liability company, the assets shail be distributed as
follows: (1) to creditors, including members and managers who are creditors, to the extent
otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether
by payment or the making of reasonable provision for payment thereof, other than liabilities for
which reasonable provision for payment has been made and liabilities for distributions to
members under section thirty-one ar section thirty-two; ”
D&H should have been dissolved to pay Ms. Carrion’s Executions, because Mr. Hashem
was obligated to renounce his ownership interest upon license suspension and Mr. D’Angelo had
to comply with attorney rules. Instead of wind-up and paying Ms. Carrion, on or about February
128, 2016, Mr. D’Angelo filed an annual report for D&H for 2015. (EXHIBIT 29: EXHIBIT 16;
EXHIBIT 9: (File Rfr #64) Int.P]. Memo. Mot. Prelim. Injunction at Ex. V—2015 Annual,
Re 02.08.2016, Ex. I. D’Angelo Dep. at 110:12-21; Ex. G, McAvoy Dep. at 98:12-105:18).
At no point did Mr. D’Angelo or Mr. Hashem file a notice of dissolution, even though D&H
could not legally function. Exhibit L attached to Carrion’s Injunction proves D&H was
involuntary dissolved by the Commonwealth as of 06.30.2018 for D&H’s failure to file annual
reports after 3 FY years. (EXHIBIT 30: (File Rfr #64) Int.P]. Memo. Mot. Prelim. Injunction at
Ex.L). Accountant McCoy testified that D&H did not file a final return, tax which must occur
upon dissolution showing balance sheet going to zero. (EXHIBIT 9: (File Rfr #64) Int.Pl. Memo,
Mot. Prelim. Injunction at Ex. G. McCoy Dep. at 115: 21-118:23). Mr. D’Angelo did not
disclose to its accountants that Carrion’s Executions were a liability to D&H. (EXHIBIT 9:
EXHIBIT 16: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. G, McAvoy Dep at
106:1-108:23, see also Ex. I, D’Angelo Dep at 157:3-159:11). The doctrine of successor liability
is equitable and designed to prevent harm to innocent creditors like Ms. Carrion in the facts.
Like in Cargill, Inc. , “That corporate entity of predecessor was not dissolved does not preclude
finding of de facto merger for purposes of successor corporate liability.” Cargill, Inc. v. Beaver
Coal & Oil Co., Inc.. 424 Mass. 356 (1997) 676 N.E.2d 815.
At bar, the fact that Mr. D’Angelo did not dissolve D&H also constitutes fraudulent
efforts to avoid liabilities to Ms. Carrion, which is the fourth factor for finding de facto merger.
Mr. D’Angelo’s Failure to wind up D&H constitutes actions to hinder, delay and defraud Ms.
Carrion’s collection of her Executions, consistent with Mr. D’Angelo’s efforts in Exhibits M & n
attached to EXHIBIT 8: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction. Moreover, Mr. D’
Angelo testified that he made no effort to place value on the cases when giving clients the option
13to go with DLG or new attorney. (EXHIBIT 16: (File Rfr #64) Int.P]. Memo. Mot. Prelim.
Injunction at Ex. I, D’Angelo Dep. at 34:3-8). He also confirmed to have made no legal research
at all. (/d.: (File Rfr #64) Int.P]. Memo. Mot. Prelim. Injunction at Ex. I, D’Angelo Dep. at 34:9-
12). Mr. D’Angelo admitted that he could have sent cases to third parties and obtained referrals
UId.: (File Rfr #64) Int.Pl. Memo. Mot, Prelim. Injunction at Ex. I. D’Angelo Dep.
Critically, Mr. D’ Angelo admitted that he did not look into what happens to D&H liabilities once
the LLC stopped functioning. (/d.: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. I
D’ Angelo Dep. at 165:8-18). Mr. D’Angelo misses the point when arguing that D&H bills fail
unless personally guaranteed (/d.: (File Rfr #64) Int.P], Memo. Mot. Prelim. Injunction at Ex. |
43-44, 114-116:24), there must be dissolution or wind up to pay LLC creditors. (M.G.L.A. 156C
§ 43(3), 46.) Assistant Bar Counsel’s requirements upon attorney suspension make clear that a
nonlawyer can only collect fees, and partnership shares earned prior to suspension. EXHIBIT
31: Aff'd D’Angelo, Ex. C at Page 3, Section 4. “Jf you were a member of a law firm or LLP,
you may collect the partnership of shareholder distribution shares attributable to a time period
in which you were still licensed.” Id.
Finally, the Cargill Inc. holds that “When acquiring enterprise has assumed all benefits
of and held itself out to world as same enterprise as its predecessor, tension between policy of
Jair remuneration of corporate creditors and strong interest in respecting corporate structures
must be resolved in favor of innocent creditor, for purposes of acquiring enterprise's successor
liability.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc., 424 Mass. 356 (1997) 676 N.E.2d 815.
As the high court held in Miliken & Co. v. Duro, “Notwithstanding our respect for the integrity
of corporate structures, we are troubled by the notion that by merely changing its form, without
significantly changing its substance, a single corporation can wholly shed its debts to unsecured
14creditors, continue its business operations with an eye toward returning to profitability, and
have no further obligation to pay such creditors. The application of principles of successor
liability is designed to remedy this fundamental inequity as factual circumstances, such as
presented here, dictate.” Miliken & Co. v. Duro Textiles LLC, 451 Mass.,547, 561, 887 N.E.2d
at 258.
This public policy applies at bar to Ms. Carrion, for which reason Summary Judgment
Motion must issue in her favor. When you type “D’Angelo & Hashem, LLC” on the web
browser or Google, the internet immediately takes you to D’Angelo Law Group LLC at same
physical & web address. DLG started without debts and with clientele having six figure personal
injury cases (EXHIBIT T; EXHIBIT 15; EXHIBIT 18: (File Rfr #64) Int.Pl. Memo. Mot.
Prelim. Injunction at Ex. T, DLG Dep. at_19:14-23:21; see also Ex. J, Ex. D). When Mr.
Hashem faced incarceration, Mr. D’Angelo began contacting D&H clients about “continuing”
with Mr. D’Angelo and his new firm, DLG. EXHIBIT 15 & 16: (e.g. Client Letter, 10.30.2015,
annexed as (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex J & Ex. I, D’Angelo Dep
at 159:12 — 165:18). Without dissolving D&H, Mr. D’Angelo started DLG in November of
2015 with again D&H employees, attorneys, equipment, same lease, location, same website,
goodwill, clientele. (EXHIBIT 16: (File Rfr #64) Int.P!. Memo. Mot. Prelim. Injunction at Ex.
D’Angelo Dep At 43:17 — 44:22, 165: 8-18, 166: 17-18). As Exhibit J to EXHIBIT 15: (File Rfr
#64) Int.Pl. Memo. Mot. Prelim. Injunction confirms for Mr. Maldonado’s case, D&H clients
were signing up with Mr. D’Angelo’s new firm before DLG commenced its payroll in
November of 2015 (EXHIBIT 17: (File Rfr #64) Int.P], Memo. Mot. Prelim. Injunction at Ex. T.
DLG Dep. at_11:3-11). The funds sought to be set aside to pay Ms. Carrion’s Execution
involve D&H eamed services, receivables, incurred costs, earned fees, referral fees, completed
15work-product prior to Hashem suspension that D’Angelo and DLG took sole control over and
payment. For all these reasons, Ms. Carrion’s Motion for Summary Judgment on successor
liability and fraudulent transfers against D’Angelo and DLG MUST be ALLOWED.
c. Plaintiff-Intervenor has proved that the Defendants willfully and in bad faith violated
the Suffolk Superior Court Preliminary Injunction CA # 0784CV2073, for which reason
this Court must ALLOW the Plaintiff-Intervenor’s Motion for Summary Judgment._
Massachusetts Law required Mr. D’Angelo to not hinder, delay or defraud Ms. Carrion
from collecting her civil rights Judgment, and his failure to do so exposes them to contempt,
attorneys’ fees and costs. Mr. D’Angelo willfully violated the Suffolk Superior Court
Injunction, as shown by Exhibits M & N attached to Carrion’s Memorandum in support of her
allowed Motion for Preliminary Injunction. Exhibits E, O, P, Q, R, S, thereto constitute
multiple examples of his firm’s ability to pay Ms. Carrion as he was directly being paid over six
figures in draws after paying his taxes to federal and state governments. His failure to pay Ms.
Carrion as an attorney member manager of D&H violates the Superior Court’s Injunction Order
of July 17, 2012 imputing liability upon him personally. Nonpayment of an established
corporate Judgment is not part of an ordinary course of business. Not dissolving D&H LLC and
ignoring D&H creditors does not constitute ordinary course of business. Paying D & H
members millions while ignoring Carrion’s judgments and executions are not transfers done in
the ordinary course of business. In fact, such actions and transfers are fraudulent and against the
law. Reasonable people cannot see it any other way.
CONCLUSION
For these efforts to defraud Ms. Carrion and Mr. D’Angelo’s several contempt findings
in this action, Carrion’s Motion for Summary Judgment must be ALLOWED and Defendants’
Motion for Summary Judgment must be denied.
16m, WHEREFORE, Justice so requires that —
1. Plaintiff-Intervenor’s Motion for Summary Judgment as to liability against Mr.
D’Angelo and DLG, be ALLOWED;
2. Defendants’ Motion for Summary Judgment be DENIED;
3. Award Plaintiff-Intervenor’s Attorney’s fees and costs, and any other relief this
Honorable Court deems fair and just.
For all these aforementioned reasons, the Plaintiff-Intervenor requests respectfully that the relief
sought be GRANTED.
Respectfully Submitted,
Jennifer M. Carrion, Intervenor-Plaintiff,
By Her Attorney
Mernaysa Rivera
BBO #665965
Rivera-Bujosa Law, P.C.
C-2 Shipway Place
Charlestown, MA 02129
P: (617) 398-6728
F: (617) 389-6730
E: mernaysa@riverabujosalaw.com
CERTIFICATE OF SERVICE
I, Memaysa Rivera-Bujosa, Esquire, do hereby certify that I sent via first class mail and email the
above documents on October 2, 2019, pursuant to Superior Court Rule 9A to:
Kenneth Cossingham, Esq.,
Thomas C. LaPorte, Esq.
Cossingham Law Office, PC
30 Massachusetts Avenue, Suite 404
North Andover, MA 01845
os
17tlaporte@cossinghamlaw.com, kabbene@cossinghamlaw.com,
kcossingham@cossinghamlaw.com
Albert L. Farrah Jr., Esq.
Farrah & Farrah
60 State Street, Ste 700
Boston MA 02109
eak@farrah-law.com, alf@farrah-law.com
18ot
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0.9 COMMONWEALTH OF MASSACHUSETTS ESSEX, ss. SUPERIOR COURT DEPARTMENT CIVIL ACTION NO. 16CV1419 SABA HASHEM, individually and as Manager of D’Angelo & Hashem, LLC, Plaintiff/Defendant-Intervenor Vv. ) ) ) ) ) Stephen D’Angelo, individually and as a ) Manager of D’Angelo & Hashem, LLC, and ) D’Angelo Law Group; D’Angelo & Hashem, ) LLC; and D’Angelo Law Group, LLC. ) Defendants/Defendants-Intervenors, ) Reach and Apply Defendants ) v. ) ) ) ) ) Jennifer M. Carrion, Plaintiff-Intervenor PLAINTIFF-INTERVENOR’S JENNIFER M. CARRION’S, MEMORANDUM IN SUPPORT OF CROSS-MOTION FOR SUMMARY JUDGMENT AND OPPOSITION TO DEFENDANT’S MOTION FOR SUMMARY JUDGMENT Plaintiff-Intervenor, Jennifer M. Carrion, avers that the summary judgment record entitles her to judgment as a matter of law (Mass.R.Civ.P. 56(C)); because the Defendants have no reasonable expectation of proving an essential element of its case at trial. (Cassesso v. Commissioner of Corr., 390 Mass. 419, 422 (1983), Kourouvacilis v. General Motors Corp., 410 Mass. 706, 716 (1991), Flesner v. Technical Communications Corp., 410 Mass. 805, 809 (1991)). It is axiomatic that, “if the moving party establishes the absence of a triable issue, the party opposing the motion must respond and allege specific facts which would establish the existence of a genuine issue of material fact in order to defeat a motion for summary judgment.” Pederson v. Time, Inc., 404 Mass. 14, 17 (1989). It is axiomatic that, in defending SummaryJudgment, “an adverse party may not rest upon the mere allegations of denials of his pleading.” (Mass. R. Civ. P. 56(e)). Conclusory statements, general denials, and allegations not based on personal knowledge are insufficient to avoid summary judgment. Madsen v. Erwin, 395 Mass. 715, 721, 481 N.E.2d 1160 (1985). Rather, the non-moving party bears the burden of introducing enough countervailing data to demonstrate the existence of a genuine issue for trial. Wooster v. Abdow Corp., 46 Mass.App.Ct. 665, 673, 709 N.E.2d 71 (1999). Additionally, Ms. Carrion avers respectfully that Defendants’ Motion for Summary Judgment against Intervenor-Plaintiff is another attempt to hinder, delay, dissipate, conceal, and defraud Ms. Carrion from collecting upon her Executions. This Honorable Court must cease Defendants’ unlawful actions, DENY the Defendants Motion for Summary Judgment and ALLOW Ms. Carrion’s Motion for Summary Judgment as to liability. STATEMENT OF FACTS This civil action arises from a breakdown of the law firm known as D’Angelo & Hashem, LLC (“D&H, LLC”) whose principals are Plaintiff Saba Hashem and Defendant Stephen D’Angelo. EXHIBIT 2: Answer to Second Amended Complaint, at Nos. 6, 7, 35. D&H LLC specialized mainly handling personal injury and worker’s compensation cases of injured plaintiffs. Id. at Nos. 11, 12. D&H LLC employed the Plaintiff-Intervenor and later fired her illegally for being pregnant, leaving her homeless, for which Carrion obtained multiple Executions on June 12, 2015 against D&H LLC in Suffolk Superior Court # 0784CV2073. EXHIBIT 3: Carrion Intervenor Compl. at Exs. 1-5. Originally on November 29, 2011, Ms. Carrion’s Judgments on Jury verdict ($109,000) and on Attorney fees & costs ($142,215.00 and $1,159.54, respectively) totaled: $252,374.54 as of May 29, 2012. In July 12, 2012, Hon. Thomas Connolly entered Injunction ordering both thelaw firm LLC and 50% partner to: “the Defts and their associates, partners, members, employees and agents are prohibited from: 1. Taking any unlawful action to hinder, delay or defraud the pliff from collecting pltff's judgment in this action, 2. Transferring, alienating or encumbering any assets of the defts other than the ordinary course of business.” EXHIBIT 4: (File Rfr #64) Int. Pl.’s Memo, Mot, Prelim. Injunction at Exhibit H - Docket Sheet, Suffolk Superior Ct# 0784CV2073 at File Rfr# 54. Page 6 of 8. Notwithstanding the Preliminary Injunction, D&H LLC operated successfully for many years, earning attorney’s fees in the millions of dollars especially in 2014 & 2015. EXHIBIT 5 6, AND 7: (File Rfr #64) Int. Pl.’s Mot. Prelim. Injunction at Exs. “S,” “O,” “P.” Judgment Debtor, D&H LLC, failed, refused, and/or neglected to pay Carrion one penny on her Executions, dated June 12, 2015 - even when D&H LLC, its partners, had the ability to pay Plaintiff-Intervenor. See EXHIBIT 3 and EXHIBIT 8; (File Rfr #64) Intervenor Pl.’s Memo. Prelim Inj. at pages 3-6. In violation of the Suffolk Superior Court Injunction, Judgment Debtor, D&H, LLC, paid its partners six figures in draws - $632,364.00 in 2014 & $1,133,295.00 in 2015 when unsuccessfully exhausting all appeals against Ms. Carrion from 2012-2015. See EXHIBIT 9, 7, 10, 11, 5: Int. Pl.’s Memo. Mot. Prelim. Injunction at Exs. “G,” “P.” “QO.” “R,” “S”. After paying Uncle Sam and the Commonwealth, Mr. D’Angelo personally took home from D&H LLC (“Judgment Debtor”) net income of $177,648.03 in 2014 and $298,922.56 in 2015. EXHIBIT 6: Exs.”O” at pgs.J-2 & “G” -McCoy Di . at pgs.83:23-93:8. Notwithstanding that the judgment debtor paid six figure incomes to its partners even after paying their luxury vehicle expenses, etc., D&H LLC and D’Angelo, through his counsel, alleged to Ms. Carrion’s attorneys to be filing bankruptcy. EXHIBIT 12: Exs. M, and EXHIBIT 13: Exs. N. Evenrecently Mr. D’Angelo misleads under oath that D& H in 2014 & 2015 “was unable to do it. We have no assets to do that with.” EXHIBIT 14: (File Rfr# 64) Int. P!.’s Memo. Mot. Prelim. Injunction at Ex. U - D&H LLC Dep. at 21:5-19. On December 29, 2015, Massachusetts Board Bar Overseers suspended Plaintiff Saba Hashem from the practice of law. EXHIBIT 2: Amended Comp. at 4-5. The vast majority (if not all) of cases handled by D&H, LLC stayed with the Defendants DLG LLC and D’ Angelo. EXHIBIT 8: (File Rfr #64) Int. Pl.’s Memo. Mot. Prelim. Injunction at .6. Mr. D’Angelo contacted D&H clients about “continuing” with Mr. D’Angelo and his new firm, DLG LLC, when Mr. Hashem was incarcerated before his suspension (e.g. Client Letter, 10.30.2015, EXHIBIT 15: Ex J, and EXHIBIT 16: Ex. I, D’Angelo Dep at 159:12 — 165:18). Without dissolving D&H LLC, Mr. D’Angelo started DLG in November of 2015 with all D&H employees, attorneys, equipment, same lease, location, same website, goodwill, clientele. (Id. at_ Ex. I, D’Angelo Dep At 43:17 — 44:22, 165: 8-18, 166: 17-18). D&H clients were signing up with Mr. D’Angelo’s new firm before DLG commenced its payroll in November of 2015 (EXHIBIT 15 & EXHIBIT 17: Ex. T, DLG Dep. at 11:3-11). Mr. D’Angelo for DLG confirmed that DLG started with same office, employees, attorney contractor, like D&H. (EXHIBIT 17: Ex. T, DLG Dep. at 10:20- 19:13). Mr. D’Angelo for DLG even testified that it had no liability when it started, just lease, payroll, and now recently car leases. (Id at Ex, T, DLG Dep. at 19:14-23:21). D&H LLC filed a tax return in 2016, never filed a last tax return, and was involuntarily dissolved on 06/30/2018 by the Commonwealth on June 30, 2018. Id at. Pg. 5; Defendants DLG and Mr. D’Angelo never paid Plaintiff-Intervenor, nor set up an escrow for attorney’s fees earned from D&H LLC cases. EXHIBIT 3: Carrion Intervenor Compl. at 419.Rather, Defendants received over a million dollars of attorney’s fees from D&H from November 2015 through the present and still Defendants refuse to pay Ms. Carrion. EXHIBIT 18: (File Rir #64) Int, Pl.’s Memo. Mot. Prelim. Injunction at Ex. D In 2016, Defendant Mr. D’ Angelo received personally a W-2 Salary in the amount of $366,665.19 from the Defendant DLG LLC. EXHIBIT 19: Int. Pl’s Memo. Mot. Prelim. Injunction at Ex. E, Vast majority of this income originated from the Judgment Debtor D&H LLC - not even a year after Mr. Hashem was suspended. See EXHIBIT 18. Defendants’ 2017 tax returns show DLG LLC having gross receipts or sales of $998,705.00 and Mr. D’Angelo earning $321,009.00 from S-Corp Income. _ See EXHIBIT 9, Plaintiff Hashem filed Complaint against Defendants Mr. D’Angelo, DLG LLC, and D & HLLC on September 16, 2016. Civil Action was removed to federal district court on or about November 15, 2016. EXHIBIT 20: US District Court Docket at Paper No. 1, 11/22/2016. Federal District Court allowed Intervenor-Plaintiff to intervene as Judgment Creditor of D&H LLC on July 28, 2017. Id. at Paper No. 38. Thereafter ensued long discovery battle involving inter alia over eight (8) discovery related motions, (Id. at Paper Nos. 61,74, 77, 78, 83, 96, 105, 123, 144), two (2) Court telephone conferences regarding discovery Id at Paper No. 53, 54, — all relating to the Defendants’ Mr. D’Angelo and DLG LLC not turning over requested discovery. Finally, On June 14, 2018, Intervention-Plaintiff served her Re-Notice of Taking Deposition upon D’Angelo Law Group, LLC and D&H, LLC pursuant to Fed. R. Civ. P. 30(b)(5), 26, 30, and 34. EXHIBIT 21 & 22: Exs. D & E to Pl’s Memo. Mot. Comp. Intervenor led Depositions of D&H LLC, DLG LLC, Mr. D’Angelo and their accountant in July and August 2018 when Exhibits A and B were produced on same day of deposition. The Defendants’ 2017 Tax retums were not available at deposition EXHIBIT 23: Exhibit “I” DLG LLC Dep. at pg.158:4-159:9 annexed to Pl’s Memo. Mot. Comp. Further, the 2016 DLG LLC’s General Ledgers were incomplete. EXHIBIT 24: Exhibits “A” at pgs. 25 — 55 to Pl’s Memo. Mot. Comp. Exhibit “C” thereto lists from DLG’s 2016 General Ledger (Ex. “A” at pgs. 25-55) all the unidentified Legal fee income deposited into Defendant DLG accounts, totaling $151,427.56, that needs to discovered in order to determine whether any of those fees originated from the Judgment Debtor, D&H LLC. We have no other way of getting this information and the same must be produced by the Defendants Mr. D’Angelo & DLG LLC, who continues to hide, dissipate and defraud D&H income from Ms. Carrion. On December 16, 2018, Judge Indira Talwani allowed Plaintiff-Intervenors Motion for Preliminary Injunction against Defendants, DLG LLC & D’Angelo, after entering temporary restraining order on November 16, 2019 for attorney’s fees originating from D&H be held in escrow and set aside. EXHIBIT 20: Paper Nos. 182, 183, 12/16/2019. We know from the Accountant MeCoy’s Deposition at Exhibit 31 (DLG Client Trust Account Customer Balance Detail) and the Plaintiff-Intervenor’s Allowed Motion for Preliminary Injunction that Defendants received multiple legal fees exceeding hundreds of thousands from D&H in 2017 & 2018. See EXHIBIT 23; EXHIBIT 18, 25, 26, 27: (Exhibit “T” attached to Pl’s Memo. Mot. Comp.- DLG Dep at 122:7-124:22, 127-129:14; Int.Pl. Memo. Mot. Prelim. Injunction at e.g. Exhibits “D” at 7, “A,” “B” & “C.”)_ The back- up documentation for the 2017 & 2018 taxes is necessary to discover which other fees originated from the Judgment Debtor, D&H LLC. On July 31, 2019, Defendants filed a Motion for Summary Judgment ignoring multiple depositions and evidence. On August 16, 2019, Intervention-Plaintiff filed a Motion to Compel Discovery from the Defendants. Compelling the document production requested was necessaryto discover the legal fees paid to the Defendants, D’Angelo and DLG LLC, in 2018, 2017 and 2016 from cases that originated from or had contingency fee contracts with the firm D’Angelo & Hashem LLC, upon which Intervenor-Plaintiff Carrion has Executions. Undersigned Counsel has made several requests and conferences per Superior Court Rule 9C to the Defendants counsel for the documents requested herein. On September 11, 2019, Defendants filed an Opposition to Intervention-Plaintiff’s Motion to Compel Discovery, willfully ignoring the evidence and arguing that Intervenor- Plaintiff has not and cannot cite to any “unlawful action” to hinder delay of defraud Plaintiff from collecting judgment, shown any transfer, alienation or encumbering not in the ordinary course of any assets of D&H, LLC. The Intervention-Plaintiff has endured almost a decade worth of additional litigation for a judgment that was rendered in 2012. The Intervention-Plaintiff is owed the largest proportioned amount from the Defendant, D& H, as well as from the Defendant, Hashem. Due to the way in which D&H, LLC was involuntarily dissolved, D&H, LLC did not pay all of their creditors before disbursing the funds, assets, receivables, etc. Therefore, because Defendants, D’Angelo & DLG received exclusively funds from the D&H, LLC, those collected funds are liable for the proportioned debt owed to Intervention-Plaintiff from D&H, LLC & Hashem. The Intervention- Plaintiff has continued to suffer without relief due to the years of willful disregard of Carrion’s executions and now unresolved litigation between the two Defendants. The Motion for Summary Judgment is necessary because the Intervention-Plaintiff deserves to be relieved and not continue to be subject to Defendants’ continued efforts to delay, dissipate, hinder, conceal and defraud Ms. Carrion. ARGUMENTSDEFENDANTS ARE LIABLE FOR ALL CLAIMS AND OBLIGATIONS OF D’ANGELO & HASHEM, LLC TO PLAINTIFF-INTERVENOR a. D&H’s Failure to Dissolve constituted Violation of M.G.L.A. 156C § 46 to her detriment as creditor, which is the injustice this statute and the doctrine of successor liability ar designed to avoid. Defendants, Saba Hashem and Stephen L. D’Angelo were the sole members and managers of Defendant, Hashem & D’Angelo, LLC. Intervention-Plaintiff, Carrion, filed suit and won against D&H, LLC and Hashem, in 2012. Three years thereafter, Mr. Hashem was suspended from practicing law. Without dissolving D&H LLC, Mr. D’Angelo started DLG in November of 2015 with all D&H employees, attorneys, equipment, samease, location, same website, goodwill, same caseload, clientele. (EXHIBIT 16: Ex. I, D’Angelo Dep At 43:17 — 44:22, 165: 8-18, 166: 17-18). D&H, LLC was involuntarily dissolved by the State of Massachusetts on June 30, 2018; while D&H funds, D&H receivables, D&H eamed fees, D&H incurred costs, D&H work product, and all other D&H assets were transferred to Mr. D’ Angelo and DLG years before in or about October 2015, even before Hashem’s suspension. Currently Mr. D’Angelo and Mr. Hashem are battling in litigation regarding D&H breakdown. Mr, D’Angelo argues that he is not liable for other members wrong-doings in D&H, LLC. This is true. However, Mr. D’Angelo and DLG are liable for the funds he received before D&H could pay obligations to Ms. Carrion. Defendants defunded D&H to prevent payment to Ms. Carrion, a D&H creditor. Mr. D’Angelo assumed other D&H liabilities, but refused to pay D&H execution. Most outrageously, Mr. D’Angelo is personally liable for violating the Suffolk Superior Court Injunction as member of D&H and for transferring fraudulently over a million dollars to D&H members before paying Ms Catrion’s executions in 2014 and 2015. As previous members, Hashem and D’ Angelo are liable for all claims and obligations of D’ Angelo & Hashem, LLC under M.G.L. Chapter 156C. Specifically, under the Massachusettsot State Law Chapter 156(c), Section 46(b) “A limited liability company which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited liability company and all claims and obligations which are known to the limited liability company but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their briority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in an operating agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited liability company's affairs, who has complied with this section shall not be personally liable to the claimants of the dissolved limited liability company by reason of such person's actions in winding up the limited liability company”. Here, Mr. D’Angelo failed to dissolve and make reasonable provisions to pay D&H’s creditors. Mr. D’ Angelo admits to not dissolving D&H LLC or paying Ms. Carrion, D&H’s creditors, He, DLG, their counsels, waste this court’s time alleging Hashem’s suspension was the reason precluding dissolution, omitting the truth that Hashem’s suspension does not prevent D&H and Hashem from collecting earned fees, earned services, incurred costs, earned receivables, referral fees, earned services, referral fees contracted before the suspension. Defendants also unethically ignore sworn testimony, taxes, general ledgers, client reports, and other evidence proving D&H had ability and duty to pay Ms. Carrion’s executions in 2014 & 2015. D&H members and managers paid themselves over millions of dollars of income beforeand in lieu of paying Ms. Carrion’s Executions. This is atrocious as D&H members and managers are or were officers of the Court. Mr. D’Angelo may not be liable for Mr. Hashem’s personal debt to Carrion. However, D&H, LLC is still in debt to Carrion and Mr. D’ Angelo holds the funds from D&H, LLC. If both Mr. Hashem and Mr. D’Angelo had received funds from the dissolution, they would both be proportionately liable for the debt to Carrion. However, Mr, Hashem has yet to collect from D&H, LLC. Therefore, in the meantime, Mr. D’Angelo and DLG, as successor of D&H, LLC, has to pay D&H, LLC debts with the money, receivables, earned fees, earned services, incurred costs that they exclusively received from D&H, LLC. b. Ms. Carrion can show DLG is a successor LLC to D&H under Massachusetts Successor Liability law & De Facto Merger Doctrine. Massachusetts law holds that, “Liabilities of selling predecessor corporation are not imposed on successor corporation that purchases its assets unless successor expressly or impliedly assumes liability of predecessor, transaction is de facto merger or consolidation, successor is mere continuation of predecessor, or transaction is fraudulent effort to avoid liabilities of predecessor.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc., 424 Mass. 356, 359 (1997) 676 N.E.2d 815, 818 citing Guzman v. MRM/Elgin, 409 Mass. 563, 566, 567 N.E.2d 929 (1991). See McCarthy v. Litton Indus., Inc., 410 Mass. 15, 21, 570 N.E.2d 1008 (1991); Dayton v. Peck, Stow & Wilcox Co. (Pexto), 739 F.2d 690, 692 (Ist Cir.1984) (construing Massachusetts law); 15 W. Fletcher, Private Corporations § 7122, at 231 (rev.perm. ed.1990). The Supreme Judicial Court in Cargill Inc has reviewed: “the factors that courts generally consider in determining whether to characterize an asset sale as a de facto merger are *360 whether (1) there is a continuation of the enterprise of the seller corporation so that there is continuity of management, personnel, physical location, assets, and general business operations; whether (2) there is a continuity of shareholders which results from 10the purchasing corporation paying for the acquired assets with shares of its own stock, this stock ultimately coming to be held by the shareholders of the seller corporation so that they become a constituent part of the purchasing corporation; whether (3) the seller corporation ceases its ordinary business operations, liquidates, and dissolves as soon as legally and practically possible; and whether (4) the purchasing corporation assumes those obligations of the seller ordinarily necessary for the uninterrupted continuation of normal business operations of the seller corporation.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc., 424 Mass. 356, 359-360 (1997) 676 N.E.2d 815, 818-819. In re Acushnet River & New Bedford Harbor Proceedings re Alleged PCB Pollution, 712 F. Supp. 1010, 1015 (D.Mass.1989). See also 15 W. Fletcher, supra at § 7124.20, at 294. (“No single factor is necessary or sufficient to establish a de facto merger.” Id. In these facts, the majority (if not all) of factors proving De Facto Merger and Successor liability between D&H and DLG. First, it is undisputed that DLG is in the same law business as was D&H with same operational management, like in the Cargill Inc. case. At bar, the facts show continuity of personnel and management, as Mr. D’Angelo testified for DLG, this law firm LLC business started with same office lease, employees, attorney contractor as the D&H law firm. EXHIBIT 17: (File Rfr #64) Int.P], Memo. Mot. Prelim. Injunction at Ex. T, DLG Dep. at 10:20- 19:13). As to the second factor, there is a continuity of shareholder between D&H and DLG and that is Mr. D’Angelo’s attorney license. D&H and DLG clients continued with same trial lawyer and same Associate Attorneys Andrade & Sussman. (EXHIBIT 14: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. U). Moreover, as Cargill Inc. case affirms: “There is no requirement that there be complete shareholder identity between seller and buyer before corporate successor liability will attach under de facto merger doctrine.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc.. 424 Mass. 356 (1997) 676 N.E.2d 815. In addition, there are continuity of obligations, as Mr. D’Angelo testified that he had to maintain D&H Line of Credit with Santander and car leases, after Mr. Hashem lost his attorney license. (EXHIBIT 16: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. J, D’Angelo Dep. at 118:18-121:6). This is llbecause Mr. D’Angelo did not wind up nor dissolve D&H to pay its liabilities, such as Ms. Carrion’s executions. (EXHIBIT 9; EXHIBIT 16: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. G, McAvoy Dep at 98:12-105:18: Ex. I, D’Angelo Dep, 07.25.2018, at 148:6- 152:20.) Mr. D’Angelo’s failure to wind up/dissolve the LLC violated M.G.L.A. 156C § 43, 46 and harmed Ms. Carrion as creditor to D&H. Such injustice relates to the 3” factor justifying de factor merger doctrine for why DLG must be liable. Supreme Judicial Court Rule 3:06 requires Mr. Hashem to renounce his ownership of the professional LLC upon his attorney license suspension. In fact, Mr. D’Angelo testified about the same advice he received from Jim Bolan that “D ‘Angelo & Hashem just would not be able to function any further” (EXHIBIT 16: (File Rfr #64) Int.Pl. Memo. Mot, Prelim. Injunction at Ex. I, D’Angelo Dep. 31: 13-22, 31:24-33:14), Therefore, legal consent from all members existed to dissolve D&H under M.G.L.A. 156C § 43(3), which mandates that the limited liability company D&H “is dissolved and its affairs shall be wound up.” The statute, M.G.L.A. 156C § 43(3) triggers M.G.L.A. 156C § 46 to apply in these facts, since D&H has “no operating agreement in place.” (EXHIBIT 28: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Exhibit W, Hashem Dep. 07.17.2018 at 13:12-14:7). M.G.L.A. 156C § 46 requires the following upon dissolution - “(a) Upon the winding up of a limited liability company, the assets shail be distributed as follows: (1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment thereof, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members under section thirty-one ar section thirty-two; ” D&H should have been dissolved to pay Ms. Carrion’s Executions, because Mr. Hashem was obligated to renounce his ownership interest upon license suspension and Mr. D’Angelo had to comply with attorney rules. Instead of wind-up and paying Ms. Carrion, on or about February 128, 2016, Mr. D’Angelo filed an annual report for D&H for 2015. (EXHIBIT 29: EXHIBIT 16; EXHIBIT 9: (File Rfr #64) Int.P]. Memo. Mot. Prelim. Injunction at Ex. V—2015 Annual, Re 02.08.2016, Ex. I. D’Angelo Dep. at 110:12-21; Ex. G, McAvoy Dep. at 98:12-105:18). At no point did Mr. D’Angelo or Mr. Hashem file a notice of dissolution, even though D&H could not legally function. Exhibit L attached to Carrion’s Injunction proves D&H was involuntary dissolved by the Commonwealth as of 06.30.2018 for D&H’s failure to file annual reports after 3 FY years. (EXHIBIT 30: (File Rfr #64) Int.P]. Memo. Mot. Prelim. Injunction at Ex.L). Accountant McCoy testified that D&H did not file a final return, tax which must occur upon dissolution showing balance sheet going to zero. (EXHIBIT 9: (File Rfr #64) Int.Pl. Memo, Mot. Prelim. Injunction at Ex. G. McCoy Dep. at 115: 21-118:23). Mr. D’Angelo did not disclose to its accountants that Carrion’s Executions were a liability to D&H. (EXHIBIT 9: EXHIBIT 16: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. G, McAvoy Dep at 106:1-108:23, see also Ex. I, D’Angelo Dep at 157:3-159:11). The doctrine of successor liability is equitable and designed to prevent harm to innocent creditors like Ms. Carrion in the facts. Like in Cargill, Inc. , “That corporate entity of predecessor was not dissolved does not preclude finding of de facto merger for purposes of successor corporate liability.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc.. 424 Mass. 356 (1997) 676 N.E.2d 815. At bar, the fact that Mr. D’Angelo did not dissolve D&H also constitutes fraudulent efforts to avoid liabilities to Ms. Carrion, which is the fourth factor for finding de facto merger. Mr. D’Angelo’s Failure to wind up D&H constitutes actions to hinder, delay and defraud Ms. Carrion’s collection of her Executions, consistent with Mr. D’Angelo’s efforts in Exhibits M & n attached to EXHIBIT 8: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction. Moreover, Mr. D’ Angelo testified that he made no effort to place value on the cases when giving clients the option 13to go with DLG or new attorney. (EXHIBIT 16: (File Rfr #64) Int.P]. Memo. Mot. Prelim. Injunction at Ex. I, D’Angelo Dep. at 34:3-8). He also confirmed to have made no legal research at all. (/d.: (File Rfr #64) Int.P]. Memo. Mot. Prelim. Injunction at Ex. I, D’Angelo Dep. at 34:9- 12). Mr. D’Angelo admitted that he could have sent cases to third parties and obtained referrals UId.: (File Rfr #64) Int.Pl. Memo. Mot, Prelim. Injunction at Ex. I. D’Angelo Dep. Critically, Mr. D’ Angelo admitted that he did not look into what happens to D&H liabilities once the LLC stopped functioning. (/d.: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. I D’ Angelo Dep. at 165:8-18). Mr. D’Angelo misses the point when arguing that D&H bills fail unless personally guaranteed (/d.: (File Rfr #64) Int.P], Memo. Mot. Prelim. Injunction at Ex. | 43-44, 114-116:24), there must be dissolution or wind up to pay LLC creditors. (M.G.L.A. 156C § 43(3), 46.) Assistant Bar Counsel’s requirements upon attorney suspension make clear that a nonlawyer can only collect fees, and partnership shares earned prior to suspension. EXHIBIT 31: Aff'd D’Angelo, Ex. C at Page 3, Section 4. “Jf you were a member of a law firm or LLP, you may collect the partnership of shareholder distribution shares attributable to a time period in which you were still licensed.” Id. Finally, the Cargill Inc. holds that “When acquiring enterprise has assumed all benefits of and held itself out to world as same enterprise as its predecessor, tension between policy of Jair remuneration of corporate creditors and strong interest in respecting corporate structures must be resolved in favor of innocent creditor, for purposes of acquiring enterprise's successor liability.” Cargill, Inc. v. Beaver Coal & Oil Co., Inc., 424 Mass. 356 (1997) 676 N.E.2d 815. As the high court held in Miliken & Co. v. Duro, “Notwithstanding our respect for the integrity of corporate structures, we are troubled by the notion that by merely changing its form, without significantly changing its substance, a single corporation can wholly shed its debts to unsecured 14creditors, continue its business operations with an eye toward returning to profitability, and have no further obligation to pay such creditors. The application of principles of successor liability is designed to remedy this fundamental inequity as factual circumstances, such as presented here, dictate.” Miliken & Co. v. Duro Textiles LLC, 451 Mass.,547, 561, 887 N.E.2d at 258. This public policy applies at bar to Ms. Carrion, for which reason Summary Judgment Motion must issue in her favor. When you type “D’Angelo & Hashem, LLC” on the web browser or Google, the internet immediately takes you to D’Angelo Law Group LLC at same physical & web address. DLG started without debts and with clientele having six figure personal injury cases (EXHIBIT T; EXHIBIT 15; EXHIBIT 18: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex. T, DLG Dep. at_19:14-23:21; see also Ex. J, Ex. D). When Mr. Hashem faced incarceration, Mr. D’Angelo began contacting D&H clients about “continuing” with Mr. D’Angelo and his new firm, DLG. EXHIBIT 15 & 16: (e.g. Client Letter, 10.30.2015, annexed as (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction at Ex J & Ex. I, D’Angelo Dep at 159:12 — 165:18). Without dissolving D&H, Mr. D’Angelo started DLG in November of 2015 with again D&H employees, attorneys, equipment, same lease, location, same website, goodwill, clientele. (EXHIBIT 16: (File Rfr #64) Int.P!. Memo. Mot. Prelim. Injunction at Ex. D’Angelo Dep At 43:17 — 44:22, 165: 8-18, 166: 17-18). As Exhibit J to EXHIBIT 15: (File Rfr #64) Int.Pl. Memo. Mot. Prelim. Injunction confirms for Mr. Maldonado’s case, D&H clients were signing up with Mr. D’Angelo’s new firm before DLG commenced its payroll in November of 2015 (EXHIBIT 17: (File Rfr #64) Int.P], Memo. Mot. Prelim. Injunction at Ex. T. DLG Dep. at_11:3-11). The funds sought to be set aside to pay Ms. Carrion’s Execution involve D&H eamed services, receivables, incurred costs, earned fees, referral fees, completed 15work-product prior to Hashem suspension that D’Angelo and DLG took sole control over and payment. For all these reasons, Ms. Carrion’s Motion for Summary Judgment on successor liability and fraudulent transfers against D’Angelo and DLG MUST be ALLOWED. c. Plaintiff-Intervenor has proved that the Defendants willfully and in bad faith violated the Suffolk Superior Court Preliminary Injunction CA # 0784CV2073, for which reason this Court must ALLOW the Plaintiff-Intervenor’s Motion for Summary Judgment._ Massachusetts Law required Mr. D’Angelo to not hinder, delay or defraud Ms. Carrion from collecting her civil rights Judgment, and his failure to do so exposes them to contempt, attorneys’ fees and costs. Mr. D’Angelo willfully violated the Suffolk Superior Court Injunction, as shown by Exhibits M & N attached to Carrion’s Memorandum in support of her allowed Motion for Preliminary Injunction. Exhibits E, O, P, Q, R, S, thereto constitute multiple examples of his firm’s ability to pay Ms. Carrion as he was directly being paid over six figures in draws after paying his taxes to federal and state governments. His failure to pay Ms. Carrion as an attorney member manager of D&H violates the Superior Court’s Injunction Order of July 17, 2012 imputing liability upon him personally. Nonpayment of an established corporate Judgment is not part of an ordinary course of business. Not dissolving D&H LLC and ignoring D&H creditors does not constitute ordinary course of business. Paying D & H members millions while ignoring Carrion’s judgments and executions are not transfers done in the ordinary course of business. In fact, such actions and transfers are fraudulent and against the law. Reasonable people cannot see it any other way. CONCLUSION For these efforts to defraud Ms. Carrion and Mr. D’Angelo’s several contempt findings in this action, Carrion’s Motion for Summary Judgment must be ALLOWED and Defendants’ Motion for Summary Judgment must be denied. 16m, WHEREFORE, Justice so requires that — 1. Plaintiff-Intervenor’s Motion for Summary Judgment as to liability against Mr. D’Angelo and DLG, be ALLOWED; 2. Defendants’ Motion for Summary Judgment be DENIED; 3. Award Plaintiff-Intervenor’s Attorney’s fees and costs, and any other relief this Honorable Court deems fair and just. For all these aforementioned reasons, the Plaintiff-Intervenor requests respectfully that the relief sought be GRANTED. Respectfully Submitted, Jennifer M. Carrion, Intervenor-Plaintiff, By Her Attorney Mernaysa Rivera BBO #665965 Rivera-Bujosa Law, P.C. C-2 Shipway Place Charlestown, MA 02129 P: (617) 398-6728 F: (617) 389-6730 E: mernaysa@riverabujosalaw.com CERTIFICATE OF SERVICE I, Memaysa Rivera-Bujosa, Esquire, do hereby certify that I sent via first class mail and email the above documents on October 2, 2019, pursuant to Superior Court Rule 9A to: Kenneth Cossingham, Esq., Thomas C. LaPorte, Esq. Cossingham Law Office, PC 30 Massachusetts Avenue, Suite 404 North Andover, MA 01845 os 17tlaporte@cossinghamlaw.com, kabbene@cossinghamlaw.com, kcossingham@cossinghamlaw.com Albert L. Farrah Jr., Esq. Farrah & Farrah 60 State Street, Ste 700 Boston MA 02109 eak@farrah-law.com, alf@farrah-law.com 18ot