Lou Ciavarra Quoted in “‘Unclean hands’ help sink bid to use judicial estoppel to void right of first refusal” in Massachusetts Lawyers Weekly

February 15, 2024

A Superior Court judge in the Business Litigation Session has ruled that sworn statements to an administrative agency that contradicted a party’s assertions in the case at bar should not invalidate a right of first refusal, in part because the party seeking to invoke the doctrine of judicial estoppel had “unclean hands.” The plaintiffs in the lawsuit were would-be purchasers of a railroad company and sought a declaratory judgment that a competing purchaser’s right of first refusal was unenforceable for a variety of reasons, including the estoppel argument. However, Judge Kenneth W. Salinger declined to estop its holder from asserting that a letter of intent containing the right of first refusal is an enforceable contract. Lou Ciavarra spoke with Massachusetts Lawyers Weekly about the case (Milanoski, et al. v. Delli Priscoli, et al.):

The Milanoski case was not the best vehicle to create that new law, given Judge Salinger’s conclusion that he would decline to apply judicial estoppel due to the “unclean hands” doctrine. “I think a judge is not going to expand the scope of a doctrine like that unless he is also going to apply it,” Lou said.

Continue reading “‘Unclean hands’ help sink bid to use judicial estoppel to void right of first refusal” in Massachusetts Lawyers Weekly (subscription required).