IRENE POWELL v. ROBERT POWELL (2026)

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

The plaintiff, Irene Powell, brought this action against her son, the defendant, Robert Powell,³ seeking, among other forms of relief, an equitable buyout of her interest in Harry's Autobody, Inc. (Harry's Autobody or business)⁴ -- a business of which Irene and Robert are each fifty-percent shareholders -- and an order requiring that Harry's Autobody vacate her property in Raynham (property). Robert raised several counterclaims alleging, inter alia, that Irene's demand that Harry's Autobody vacate the property constituted (1) a breach of an oral contract between the parties and (2) a breach of her fiduciary duty to him as coshareholder and to the business. Robert further alleged claims for promissory estoppel and unjust enrichment. After a jury-waived trial, a Superior Court judge ruled in Robert's favor on all counts relevant to this appeal, including on his claims for breach of an oral contract and for promissory estoppel. For remedies, the judge ordered that Robert could purchase Irene's interest in the business and that Irene is responsible for any costs and expenses arising out of its relocation from Irene's property.

On appeal, Irene argues that there was insufficient evidence at trial for the judge to find, and enforce, the oral contract between herself and Robert. She also contends that the remedy cannot stand, as it was fashioned for the benefit of the business, a nonparty to the case. We affirm.

Background. Harry's Autobody was established in or around 1967 as the sole proprietorship of Irene's then-husband and Robert's father, Harry Powell, Jr. In about the early 1970s, Harry's Autobody relocated to the property, which was then owned by Harry and Irene. The property housed not only the business, but also the couple's home where they raised their family.

In 1991, Irene asked Robert, the couple's oldest child who had recently returned from Delaware, where he was pursuing a career in figure skating, to remain in Massachusetts and assume the operational responsibilities of the business. Irene told Robert that he would take over the business, it would become his, and he could stay at the business as long as he wanted. Irene testified that she “talked [Robert] into staying” by telling him “you can stay as long as you want, ․ you'd have a good, safe place to be.” Robert “acquiesced to [his mother's] pleas,” and over the next several years, he assumed the principal role of daily operations and management of Harry's Autobody.

Over the years, in addition to the management of the business, Robert contributed his own capital to expand Harry's Autobody, paying monies for the acquisition of assets, including a spray booth, and incurring debt as a coborrower with Irene to construct a new building on the property.

In 2001, Irene and Robert incorporated the business with each of them owning fifty percent of the business. As was the case before incorporation, Robert managed the day-to-day operations and Irene worked as the bookkeeper, a role she had maintained since the business's inception. Sara, Irene's daughter and Robert's sister, also worked at the business but enjoyed no ownership interest.

Irene frequently made payroll errors and displayed improper and unprofessional behavior in the workplace that was detrimental to the business, including yelling at Robert and Sara in front of customers and employees and using corporate funds for personal expenses. Robert and Sara had multiple conversations with Irene about her errors and suggested that Sara take over the bookkeeping duties, in the best interest of the business. After these conversations, Robert and Irene's relationship deteriorated.

In January 2018, Irene and Harry divorced and Irene became the sole owner of the property. Irene held significant resentment toward Robert because of Robert's belief that Irene treated Harry inequitably during the divorce. Starting in September 2019, Irene ceased all work for Harry's Autobody, despite remaining an officer, director, and fifty percent shareholder, and continuing to receive a salary.

In February of 2023, Irene filed the subject amended complaint and, in response, Robert asserted several counterclaims. After a bench trial, the judge concluded that there was a “true deadlock” between the parties regarding “how to continue the business at its present location.” The judge gave Robert the option to buy out Irene's share of the business, at a price of $500,000, or, if Robert chose not to buy out Irene's share, the judge determined that the business would be dissolved, with any proceeds split evenly between Irene and Robert.

Regarding Irene's claim seeking an order that Harry's Autobody vacate the property, the judge found that Irene had “represented that the business could continue at the property for as long as [Robert] wished, and in reliance on [Irene's] representation to him, [Robert] returned to Massachusetts and ran the business.” As a result, the judge concluded that Irene was “estopped from denying the existence of the agreement” for the business to remain on her property. Acknowledging that Irene's disposition toward Harry's Autobody made it no longer feasible to operate it on her property, the judge ordered that any expenses born out of relocating the business would be Irene's personal responsibility.⁵

The judge found in Robert's favor on his counterclaims for breach of fiduciary duty, fraud, promissory estoppel, breach of contract, and breach of the implied covenant of good faith and fair dealing. The judge concluded that as damages Irene was required to pay Robert for the cost of relocating Harry's Autobody. Irene filed a motion for reconsideration, which, after a hearing, the judge denied. Irene appeals.⁶

Discussion. 1. Standard of review. On appeal from a judgment after trial, “we accept a trial judge's findings of fact unless they are ‘clearly erroneous,’ and do not review questions of fact if any reasonable view of the evidence and the rational inferences to be drawn therefrom support the judge's findings” (citation omitted). Martin v. Simmons Props., LLC, 467 Mass. 1, 8 (2014). We uphold the findings of fact of a judge who saw and heard the witnesses unless we are of the “definite and firm conviction that a mistake” has been made (citation omitted). Demoulas v. Demoulas Super Markets, Inc., 424 Mass. 501, 509 (1997). We, however, apply de novo review to conclusions of law. See Martin, supra.

2. Promissory estoppel. Irene argues that the judge erred in finding that her discussions with Robert persuading him to work for Harry's Autobody amounted to an oral contract. We conclude that the judgment was amply supported by the judge's findings on Robert's promissory estoppel counterclaim, which Irene does not contest on appeal. In those circumstances, we need not reach the issue of whether there was a valid oral contract between the parties.

Estoppel arises where there is “(1) a representation intended to induce reliance on the part of a person to whom the representation is made; (2) an act or omission by that person in reasonable reliance on the representation; and (3) detriment as a consequence of the act or omission.” Bongaards v. Millen, 440 Mass. 10, 15 (2003).

Here, the judge found that Irene had promised Robert that, if he remained in Massachusetts and assumed the operational responsibility of the business, “the business would eventually belong to him and could be operated at the property as long as [Robert] wanted.” The judge found that, in reliance on Irene's promise that she “would permit him to [run the business] at her property for as long as he wanted,” Robert remained in Massachusetts, “worked long hours,” developed business relationships, and invested his own capital into expanding the business's operational capacity. These findings and conclusions are amply supported by the record. Irene testified, and the judge credited, that Irene promised Robert that he could “stay as long as [he] want[ed],” and Robert testified that “all these promises were made ․ [the business] was going to be mine, all these buildings were going to be mine, ․ and I could continue as long as I wanted.” Additionally, Irene testified that she “expected that [Robert] would rely upon” her promise that he could run the business as long as he wanted, and Robert testified that, in reliance on the promise that “Harry's is going to be able to stay here forever,” they decided “to spend ․ close to a million dollars and do this new venture together.” Having conducted an exhaustive review of the record, we discern no error in the judge's view of the evidence and the legal conclusions drawn therefrom as to promissory estoppel. Indeed, the judge was “in a superior position to appraise and weigh the evidence, [and] carefully considered the conflicting evidence and assigned it the weight [the judge] thought appropriate” (quotation and citation omitted). Brandao v. DoCanto, 80 Mass. App. Ct. 151, 155-156 (2011).⁷

3. Remedy. We are not persuaded by Irene's contention that the remedy ordered by the judge -- specifically, that she must bear the costs of relocating Harry's Autobody -- cannot stand, because such a remedy would principally benefit the business, which is not a party to the case. Irene provides no relevant authority for the proposition that, for the breach of fiduciary duty to a shareholder in a close corporation, a judge may not fashion a remedy that benefits both the shareholder and the corporation. Absent citation to authority, Irene is not entitled to appellate review of her claim. See Gaffney v. Contributory Retirement Appeal Bd., 423 Mass. 1, 6 n.4 (1996) ([c]onclusory statements in a brief do not rise to the level of appellate argument”). If we were to consider it, we would conclude that the remedy was not an abuse of discretion. Given the propinquity of the interests of equal shareholders in a close corporation and the corporation itself, a judge's remedy that benefits the corporation as well as a shareholder is not outside the range of reasonable alternatives. “[A] judge's discretionary decision constitutes an abuse of discretion where we conclude the judge made ‘a clear error of judgment in weighing’ the factors relevant to the decision such that the decision falls outside the range of reasonable alternatives” (citation omitted). L.L. v. Commonwealth, 470 Mass. 169, 185 n.27 (2014). Because the “[c]ourts have broad equitable powers to fashion remedies for breaches of fiduciary duty in a close corporation ․ and their choice of a particular remedy is reviewed for abuse of discretion,” Rubin v. Murray, 79 Mass. App. Ct. 64, 80 (2011), citing Brodie v. Jordan, 447 Mass. 866, 871 (2006), we discern no such abuse of discretion where the judge's remedy contemplates and seeks to redress the extent to which Irene acted against the interests of the corporation.

Judgment affirmed. Order denying motion for reconsideration affirmed.

FOOTNOTES

3.   We refer to the Powell family members by their first names to avoid confusion. See Furnas v. Cirone, 493 Mass. 57, 57 n.2 (2023).

4.   Irene sought, as an alternative to the buyout, dissolution and sale of the business and its assets.

5.   On Irene's claim for injunctive relief, the judge ruled that Robert shall refrain from interfering with Irene's “ingress, egress, use and access over the existing driveway to her residence and barn, and shall refrain from performing any unauthorized construction and/or site work” on Irene's property, but that the injunction did not prevent Robert from disassembling the building or equipment for relocation. The judge ruled in favor of Robert on Irene's claim of trespass. The judge found in favor of Irene on Robert's counterclaims for negligent representation and unjust enrichment.

6.   Irene's notice of appeal encompassed both the judgment and the order denying her motion for reconsideration, but on appeal, she raised no separate argument with respect to the denial of her motion for reconsideration.

7.   On appeal, Irene claims that, even had the judge properly found the existence of a promise to allow Robert to operate Harry's on her property “for as long as he wants,” such a promise violates the rule against perpetuities, and is thus void. See G. L. c. 190B, § 2-901 (a). This argument is unavailing, however, as the rule against perpetuities applies solely to “nonvested property interest[s].” Id. Here, Robert's interest in Harry's Auto Body has vested, and there was no intention for this interest to bind or benefit his heirs. Accordingly, this argument fails as a matter of law.