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COMMONWEALTH OF MASSACHUSETTS
ESSEX, SS SUPERIOR COURT
Civil Action No. 1677-CV-01419
SABA HASHEM, individually, and asa
Member of, and derivatively on behalf of, S
D’ ANGELO and HASHEM, LLC. &
Plaintiff, a
ieea
v
STEPHEN L. D’ANGELO, D’ ANGELO
LAW GROUP, LLC, and D'ANGELO
AND HASHEM, LLC.
Defendants.
)
)
)
)
)
v. )
)
)
)
)
)
ra r ing Righ Angelo A as
Defendants, Both Before And After Dissolution
Plaintiff submits this Memorandum pursuant to Judge Deakin’s January 7, 2020
order permitting plaintiff to supplement his opposition to summary judgment by
providing precedent for his position that, although D’ Angelo and Hashem, LLC could
no longer conduct business as of Mr. Hashem’s temporary suspension from the practice
of law on December 29, 2015 (and did not do so), it retained the right to pursue claims
against Mr. D’ Angelo and D’ Angelo Law Group, LLC.
Suit before involuntary dissolution.! A distinction exists between ceasing to
conduct business and dissolution. While D’Angelo and Hashem, LLC could not
provide legal services after Mr. Hashem’s temporary suspension, nothing prevented it
(and the defendants have furnished no precedent to the contrary) from winding up its
affairs, including, as part of that process, instituting and prosecuting civil actions. Now
1. D’Angelo and Hashem LLC was involuntarily dissolved June 30, 2018, some two and
one half years after Mr. Hashem’s temporary suspension. See attached Business Entity
Summary from the Corporations Division of the Secretary of the Commonwealth.codified, the winding up of an entity’s affairs once it ceases operating is a practice long
recognized at common law. See, e.g. White v. White, 169 Mass. 52 (1897) (partner brought
bill in equity seeking dissolution of partnership and the appointment of a receiver to
wind up its affairs).2_ Any other result would be illogical and carried to the extreme
would allow those whose refusal to pay legitimate obligations put an entity out of
business to escape liability to repay those debts simply because their creditor was no
longer operating.
Suit after involuntary dissolution. Dissolution doesn’t cut off a limited liability
company’s rights to collect its debts, and after its involuntary dissolution D’ Angelo and
Hashem, LLC retained the power to prosecute this action. G. L. c. 156C, section 70,
authorizing administrative dissolution of a limited liability company where, as occurred
here, it failed for two consecutive years file annual reports, provides in pertinent part
that: “A limited liability company administratively dissolved continues in existence, but
shall not carry on any business except that necessary to wind up and liquidate its
affairs.” G. L. c. 156C, section 70.
Even if the dissolution occurred earlier by operation of law, c. 156C, section 45(a)
permits this court to “wind up the limited liability company's affairs upon application
of any member or manager...” and c. 156C, section 45(b) authorizes precisely the
procedures followed in this action, providing:
2. SIC Rule 3:06, requiring Mr. Hashem to dispose of his shares, has no application to this action
where D’ Angelo and: Hashem LLC ceased to do business. For one, the intent of the Rule, to
prevent non-lawyers from practicing law, was accomplished. In addition, one might fairly ask,
to whom was Mr. Hashem required to tender those shares, and for what price? Mr. D'Angelo,
who filed his new LLC before Mr. Hashem’s suspension wasn’t offering to buy, and if he had
been offering, was certainly not interested in paying what Mr. Hashem deemed fair value.“Upon dissolution and notwithstanding the filing of a certificate of
cancellation pursuant to section 14, a limited liability company may
continue its existence but shall not carry on any business except as
necessary to wind up its affairs or distribute its assets which may include,
but shall not be limited to, prosecuting and defending suits, whether civil,
criminal or administrative ..... making reasonable provision for the limited
liability company's liabilities and distributing to members any remaining
assets of the limited liability company, without affecting the liability of
members and managers ....”
Conclusion
Both Mr. Hashem and D’ Angelo and Hashem, LLC have standing to sue for the
harm defendants caused D’ Angelo and Hashem, LLC, and Mr. Hashem has standing to
sue in his own right for harm caused him. Neither temporary suspension nor
involuntary dissolution cut off those rights.
To permit the defendants alone to profit from Mr. Hashem’s and D’Angelo and
Hashem, LLC’s relationships with and work performed on behalf of former clients
would be inequitable and result in an unfair windfall for the defendants. For the
reasons set forth in plaintiff’s pleadings already filed in opposition to summary
judgment, and those set forth above, the court should deny summary judgment and this
action should proceed to trial.
Albert FarrahEsq.
800 Boylston Street, Suite 1600
Boston, MA 02199
617-694-1549
alf@farrah-law.com
BBO No. 159340CERTIFICATE OF SERVICE
SUFFOLK, SS January 15, 2020
One copy of the above was today emailed to Kenneth Cossingham, Esq. andeMac eee cr ita)
/ Secretary of the Commonwealth of Massachusetts
Corporations Division
Business Entity Summary
ID Number: 043497336
Summary for: D'ANGELO & HASHEM, LLC
The exact name of the Domestic Limited Liability Company (LLC): D'ANGELO & HASHEM,
LLC
Entity type: Domestic Limited Liability Company (LLC)
Identification Number: 043497336 Old ID Number:
Date of Organization in Massachusetts:
01-12-2000
Date of Involuntary Dissolution by Court Last date certain:
Order or by the SOC: 06-30-2018
The location or address where the records are maintained (A PO box is not a valid
location or address):
Address: 401 ANDOVER STREET SUITE 202
City or town, State, Zip code, NORTH ANDOVER, MA 01845 USA
Country:
The name and address of the Resident Agent:
Name: SABA B. HASHEM
Address: 318 BROADWAY
City or town, State, Zip code, METHUEN, MA 01844 USA
Country:
The name and business address of each Manager:
Title Individual name Address
MANAGER STEPHEN L D'ANGELO 88 CRAWFORD RD. CHESTER, NH 03036 USA
MANAGER SABA HASHEM 318 BROADWAY METHUEN, MA 01844 USA
In addition to the manager(s), the name and business address of the person(s)
authorized to execute documents to be filed with the Corporations Division:
Title Individual name AddressThe name and business address of the person(s) authorized to execute, acknowledge,
deliver, and record any recordable instrument purporting to affect an interest in real
property:
Title Individual name Address
REAL PROPERTY | STEPHEN L. D'ANGELO 88 CRAWFORD RD CHESTER, NH 03036 USA
REAL PROPERTY | SABA HASHEM 318 BROADWAY METHUEN, MA 01844 USA
{Consent © Confidential Data {Merger Allowed £ Manufacturing
ings for this business entity:
pi
Annual Report - Professional
Articles of Entity Conversion
Certificate of Amendment
Comments or notes associated with this business entity:
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COMMONWEALTH OF MASSACHUSETTS ESSEX, SS SUPERIOR COURT Civil Action No. 1677-CV-01419 SABA HASHEM, individually, and asa Member of, and derivatively on behalf of, S D’ ANGELO and HASHEM, LLC. & Plaintiff, a ieea v STEPHEN L. D’ANGELO, D’ ANGELO LAW GROUP, LLC, and D'ANGELO AND HASHEM, LLC. Defendants. ) ) ) ) ) v. ) ) ) ) ) ) ra r ing Righ Angelo A as Defendants, Both Before And After Dissolution Plaintiff submits this Memorandum pursuant to Judge Deakin’s January 7, 2020 order permitting plaintiff to supplement his opposition to summary judgment by providing precedent for his position that, although D’ Angelo and Hashem, LLC could no longer conduct business as of Mr. Hashem’s temporary suspension from the practice of law on December 29, 2015 (and did not do so), it retained the right to pursue claims against Mr. D’ Angelo and D’ Angelo Law Group, LLC. Suit before involuntary dissolution.! A distinction exists between ceasing to conduct business and dissolution. While D’Angelo and Hashem, LLC could not provide legal services after Mr. Hashem’s temporary suspension, nothing prevented it (and the defendants have furnished no precedent to the contrary) from winding up its affairs, including, as part of that process, instituting and prosecuting civil actions. Now 1. D’Angelo and Hashem LLC was involuntarily dissolved June 30, 2018, some two and one half years after Mr. Hashem’s temporary suspension. See attached Business Entity Summary from the Corporations Division of the Secretary of the Commonwealth.codified, the winding up of an entity’s affairs once it ceases operating is a practice long recognized at common law. See, e.g. White v. White, 169 Mass. 52 (1897) (partner brought bill in equity seeking dissolution of partnership and the appointment of a receiver to wind up its affairs).2_ Any other result would be illogical and carried to the extreme would allow those whose refusal to pay legitimate obligations put an entity out of business to escape liability to repay those debts simply because their creditor was no longer operating. Suit after involuntary dissolution. Dissolution doesn’t cut off a limited liability company’s rights to collect its debts, and after its involuntary dissolution D’ Angelo and Hashem, LLC retained the power to prosecute this action. G. L. c. 156C, section 70, authorizing administrative dissolution of a limited liability company where, as occurred here, it failed for two consecutive years file annual reports, provides in pertinent part that: “A limited liability company administratively dissolved continues in existence, but shall not carry on any business except that necessary to wind up and liquidate its affairs.” G. L. c. 156C, section 70. Even if the dissolution occurred earlier by operation of law, c. 156C, section 45(a) permits this court to “wind up the limited liability company's affairs upon application of any member or manager...” and c. 156C, section 45(b) authorizes precisely the procedures followed in this action, providing: 2. SIC Rule 3:06, requiring Mr. Hashem to dispose of his shares, has no application to this action where D’ Angelo and: Hashem LLC ceased to do business. For one, the intent of the Rule, to prevent non-lawyers from practicing law, was accomplished. In addition, one might fairly ask, to whom was Mr. Hashem required to tender those shares, and for what price? Mr. D'Angelo, who filed his new LLC before Mr. Hashem’s suspension wasn’t offering to buy, and if he had been offering, was certainly not interested in paying what Mr. Hashem deemed fair value.“Upon dissolution and notwithstanding the filing of a certificate of cancellation pursuant to section 14, a limited liability company may continue its existence but shall not carry on any business except as necessary to wind up its affairs or distribute its assets which may include, but shall not be limited to, prosecuting and defending suits, whether civil, criminal or administrative ..... making reasonable provision for the limited liability company's liabilities and distributing to members any remaining assets of the limited liability company, without affecting the liability of members and managers ....” Conclusion Both Mr. Hashem and D’ Angelo and Hashem, LLC have standing to sue for the harm defendants caused D’ Angelo and Hashem, LLC, and Mr. Hashem has standing to sue in his own right for harm caused him. Neither temporary suspension nor involuntary dissolution cut off those rights. To permit the defendants alone to profit from Mr. Hashem’s and D’Angelo and Hashem, LLC’s relationships with and work performed on behalf of former clients would be inequitable and result in an unfair windfall for the defendants. For the reasons set forth in plaintiff’s pleadings already filed in opposition to summary judgment, and those set forth above, the court should deny summary judgment and this action should proceed to trial. Albert FarrahEsq. 800 Boylston Street, Suite 1600 Boston, MA 02199 617-694-1549 alf@farrah-law.com BBO No. 159340CERTIFICATE OF SERVICE SUFFOLK, SS January 15, 2020 One copy of the above was today emailed to Kenneth Cossingham, Esq. andeMac eee cr ita) / Secretary of the Commonwealth of Massachusetts Corporations Division Business Entity Summary ID Number: 043497336 Summary for: D'ANGELO & HASHEM, LLC The exact name of the Domestic Limited Liability Company (LLC): D'ANGELO & HASHEM, LLC Entity type: Domestic Limited Liability Company (LLC) Identification Number: 043497336 Old ID Number: Date of Organization in Massachusetts: 01-12-2000 Date of Involuntary Dissolution by Court Last date certain: Order or by the SOC: 06-30-2018 The location or address where the records are maintained (A PO box is not a valid location or address): Address: 401 ANDOVER STREET SUITE 202 City or town, State, Zip code, NORTH ANDOVER, MA 01845 USA Country: The name and address of the Resident Agent: Name: SABA B. HASHEM Address: 318 BROADWAY City or town, State, Zip code, METHUEN, MA 01844 USA Country: The name and business address of each Manager: Title Individual name Address MANAGER STEPHEN L D'ANGELO 88 CRAWFORD RD. CHESTER, NH 03036 USA MANAGER SABA HASHEM 318 BROADWAY METHUEN, MA 01844 USA In addition to the manager(s), the name and business address of the person(s) authorized to execute documents to be filed with the Corporations Division: Title Individual name AddressThe name and business address of the person(s) authorized to execute, acknowledge, deliver, and record any recordable instrument purporting to affect an interest in real property: Title Individual name Address REAL PROPERTY | STEPHEN L. D'ANGELO 88 CRAWFORD RD CHESTER, NH 03036 USA REAL PROPERTY | SABA HASHEM 318 BROADWAY METHUEN, MA 01844 USA {Consent © Confidential Data {Merger Allowed £ Manufacturing ings for this business entity: pi Annual Report - Professional Articles of Entity Conversion Certificate of Amendment Comments or notes associated with this business entity: