Opinion
13-P-660
11-03-2014
JONATHAN WECKER & another. v. PERFORMANCE INDICATOR, LLC & another.
NOTICE: Decisions issued by the Appeals Court pursuant to its rule 1:28 are primarily addressed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, rule 1:28 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 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.
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
Jonathan Wecker appeals from the denial of his posttrial motion for entry of judgment, in which he demanded the immediate repayment of funds loaned to the defendant, Performance Indicator, LLC (the company). On appeal, Wecker argues that the trial judge erroneously denied the motion and amended the original judgment. We affirm.
Background. We summarize the facts set forth in the trial judge's August 29, 2012, findings of fact, conclusions of law, and order for judgment. In April and May of 2010, the parties were negotiating terms of Wecker's position as chief executive officer (CEO) of the company. During this period, Wecker provided funds to the company totaling $550,000. By the end of May, 2010, negotiations had deteriorated. It was decided that Wecker would no longer serve as CEO, and he asked that the $550,000 be returned. The company refused, contending that the funds constituted an investment rather than a loan.
Wecker initiated the present action alleging, inter alia, that the $550,000 was a loan, and that he was entitled to immediate repayment. The company asserted that Wecker was not entitled to repayment because it was an investment and, even if it was a loan, the company's duty to repay had not yet been triggered. Following a bench trial, in a thorough and thoughtful decision, the judge found that the disputed funds constituted a loan equal in seniority to a $1.9 million loan to the company provided in 2007 by defendant PBS Investments, Inc. (PBS). The following declaration entered:
"Performance Indicator, LLC has a contractual obligation to repay Jonathan Wecker $550,000 with interest at the statutory rate of 6% (12% if a judgment is obtained) with payment due at the same time the Company first repays or converts any of funds loaned by PBS prior to May 7, 2010, subject to any superior rights that may be held by any creditor not a party to the case, including without limitation, PBS Investments, LLC and Barry Seidman." (Emphasis added).
Neither party appealed. In October, 2012, Wecker filed a motion for entry of judgment (the motion), contending that a May 25, 2011, agreement between the company and PBS had triggered the company's obligation under the August 29, 2012, order to repay Wecker. The May 25, 2011, document had been marked for identification at trial, but was not introduced in evidence. On February 14, 2013, after hearing, the trial judge denied the motion and modified his August 29, 2012, order to clarify that the phrase "any of funds loaned by PBS prior to May 7, 2010" refers only to the "1.9 Million PBS Loan" (the 2007 loan). Wecker appealed.
2. Discussion. a. Procedural posture. We first must decide whether this appeal is properly before us. As Wecker conceded during oral argument, the motion was not brought pursuant to any of our rules for postjudgment relief. See Mass.R.Civ.P. 54-63. Nor was the August 29, 2012, order appealed from. However, "[f]urther relief based on a declaratory judgment or decree may be granted whenever necessary or proper." G. L. c. 231A, § 5. General Laws c. 231A is a remedial statute, intended "to remove, and to afford relief from, uncertainty and insecurity with respect to rights, duties, status and other legal relations, and it is to be liberally construed and administered." Id. at § 9. The trial judge accepted and considered the motion pursuant to G. L. c. 231A, § 5, and "[a]ll orders, judgments, decrees and refusals" under G. L. c. 231A, are reviewable by this court. Id. at § 4. See G. L. c. 211A, § 10. Thus, the appeal is proper.
b. Standard of review. We review the judge's decision on the motion for an abuse of discretion. See Johnson v. Martignetti, 374 Mass. 784, 794 (1978) ("issuance and scope of equitable relief within sound discretion of the judge"). See also Zaltman v. Daris, 331 Mass. 458, 462 (1954) (it is the judge's duty to adjudicate the decisive issues in proceedings under the declaratory judgment act). Wecker argues that the judge abused his discretion when he failed to consider the May 25, 2011, document, and when he sua sponte amended the original judgment.
c. The May 25, 2011, document. There is no merit to Wecker's contention that the judge did not consider the May 25, 2011, document. Wecker argued at the hearing on the motion that the May 25, 2011, document reflects an agreement to convert the 2007 loan. The judge and counsel for Wecker went through the document and discussed its impact, if any, on the original judgment. The trial judge properly declined to look beyond the face of the document when deciding the motion, as Wecker knew that a key issue at trial was the terms upon which his $550,000 would be repaid. Wecker did not introduce the May 25, 2011, document as evidence that the 2007 loan had been repaid, such that he was entitled to immediate repayment of his loans. He did not appeal the judge's finding that the 2007 loan had not been paid, and the proper place to debate the issue was at trial.
d. Judge's decision to amend the judgment. Nor was there error in the judge's decision to amend the original judgment. A judge may order further relief based on a declaratory judgment "whenever necessary and proper." G. L. c. 231A, § 5. The judge had a duty in this case "to adjudicate the decisive issues involved in the controversy between the parties and to make binding declarations concerning such issues, thus putting the controversy to rest." Zaltman, supra. Wecker's attempt to collect his debt based upon the company's conversion of a PBS loan other than the 2007 loan, to which the judge intended that repayment of Wecker's loans be tied, demonstrated a need for further action in order to put the matter to rest. As Wecker recognized at the hearing on the motion, "the judgment is always [that] Court's to enforce." The judge had full discretion to "phrase the court's order so as to afford a full, complete remedy," Johnson, supra, citing Martin v. Murphy, 216 Mass. 466, 468 (1914); Security Bank v. Callahan, 220 Mass. 84, 89 (1915), and there was no error in his decision to do so.
Amended judgment affirmed.
By the Court (Berry, Hanlon & Carhart, JJ.),
Clerk Entered: November 3, 2014.
Ronald Wecker.