Matthew A. Gens

Matthew A. Gens has 10 years of litigation experience, with a focus on business litigation.  He has substantial experience in closely-held business disputes and real estate litigation, including contractual claims, business torts, and fiduciary as well as other equitable claims.  He has personally managed several cases with exposure in the multiple seven figures, and many more in the six figures, both in state and federal court.  He has successfully argued dozens of dispositive motions and multiple appeals, frequently defending the same cases on appeal that he won before the trial court.  He has also participated in several successful mediations and other forms of alternative dispute resolution.

Mr. Gens has experience representing a range of clients on both the defense and plaintiff’s side, from national publicly-traded companies, to investment funds, to mid-sized and small businesses, to entrepreneurs and developers, to high net-worth individuals.

Prior to joining Berluti McLaughlin & Kutchin LLP, Mr. Gens was an associate at Ropes & Gray LLP and Bernkopf Goodman LLP.  He has been recognized as a Massachusetts Super Lawyers Rising Star from 2015 – 2020.

mgens@bmklegal.com

Phone: (617) 557-3030
Mobile: (617) 557-2937
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • J.D., Harvard Law School, 2009, cum laude
  • B.A., Dartmouth College, 2006, summa cum laude

  • Massachusetts
  • United States District Court, Massachusetts
  • United States Court of Appeals, First Circuit

  • Prevailed in complete defense victory in second-chaired 3-week jury trial before the Business Litigation Session in high-seven-figure complex acquisition dispute between former business partners, in action alleging direct and derivative contractual, tort and fiduciary claims. Also defeated post-judgment motion practice challenging the decision, argued and won on partial motions for directed verdict and to dismiss, as well as argued and won appeal of separate and final judgment following dismissal of co-defendants from the action.
  • Assisted in favorable two-day mediated resolution of mid-seven-figure business divorce and complex employment commission methodology dispute in Massachusetts Superior Court.
  • Successfully managed to favorable settlements multiple seven-figure actions involving disputes over commercial real estate development, acquisitions, and leasing.
  • Successfully resolved action in the U.S. District Court for the District of Massachusetts for mid-six-figure recovery following argument and victory on motion to dismiss counterclaims.
  • Argued a case before the Massachusetts Supreme Judicial Court and achieved a positive settlement following the decision.
  • Defended businesses against class action claims in multiple cases, through class discovery and certification stage.
  • Acted as local counsel in a complex acquisition dispute before the Business Litigation Session involving eight-figure claims.
  • Prosecuted and defended against corporate actions seeking books and records.
  • Defended national mortgage servicer in several civil actions in the U.S. District Court for the District of Massachusetts as well as the Massachusetts Superior Court and Land Court. Prevailed in a complete defense victory in a second-chaired 1-week bench trial, prevailed in several cases following successful arguments on dispositive motions, and successfully argued several appeals before the Massachusetts Appeals Court.
  • Defended national title insurance company in civil actions in Massachusetts Superior Court and Land Court.

  • Heron Crest v. Mansfield ZBA et al., No. 19-cv-178 (Mass.Super.Ct. Oct. 3, 2019)
  • Norgand Realty L.P. v. Chalk & Vermilion Fine Arts, Inc., Civ. No. 18-10270-IT (D. Mass. July 12, 2018)
  • Ind. Ctr. Newco LLC v. Waxy’s Kingston LLC, No. 18-cv-10527-ADB (D.Mass. May. 17, 2018)
  • McMahon v. Nationstar Mortg. LLC, No. 16-cv-255 (Mass.Super.Ct. Apr. 6, 2018)
  • C Co. v. Hackel, No. 14-cv-02115-BLS2 (Mass.Super.Ct. Jan. 25, 2018) (defense trial victory)
  • Barrett v. MERS Inc. et al., 14 SBQ 16514-06-001, 2017 WL 5969766 (Mass. Land Ct. Nov. 30, 2017)
  • Kenney v. Brown, 16 MISC 530, 2017 WL 3445359 (Mass. Land Ct. July 27, 2017) (Mass. Lawyers Weekly featured)
  • Melen v. Cormay, 1672-cv-589 (Mass. Super. Ct. May 18, 2017)
  • Nutting v. Nationstar Mortg. LLC, No. 15-P-1536, 2017 WL 429329 (Mass.App.Ct. Feb. 2, 2017)
  • Valdez v. FNMA, No. 14-P-1721, 2016 WL 3460495 (Mass.App.Ct. June 24, 2016)
  • C Co. v. Hackel, No. 15-P-1180, 2016 WL 3030912 (Mass.App.Ct. May 27, 2016)
  • Anderson v. Nationstar Mortg. LLC, 172 F.Supp.3d 371 (D. Mass. 2016)
  • Hall v. Nationstar Mortg. LLC, No. 15-P-282, 2016 WL 608937 (Mass. App. Ct. Feb. 16, 2016)
  • Sullivan v. Bank of New York Mellon, 91 F.Supp.3d 154 (D. Mass. 2015)
  • Coffey v. Advanced Fin. Servs., Inc., HDCV2012-00525 (Mass. Super. Ct. June 30, 2014)
  • Campanile v. MERS, Inc., Civ. No. 11-cv-00528-JJM (D.R.I. May 12, 2014)
  • Bisnaw v. Nationstar Mortg. LLC, NOCV2011-01940 (Mass. Super. Ct. March 6, 2014) (defense trial victory)
  • Moran v. Gala, No. 12-P-1071, 2013 WL 4788134 (Mass.App.Ct. Sept. 10, 2013)

Michael A. Bednarz

Michael A. Bednarz, a Partner and trial attorney at Berluti McLaughlin & Kutchin LLP, practices all aspects of complex civil litigation. He has extensive experience in all forms of business and employment disputes in jury and bench trials and through appeal.

Attorney Bednarz has tried cases in state and federal courts in the Commonwealth of Massachusetts. He advises clients in all aspects of business disputes, including between shareholders/partners, derivative actions, individual and class action wage and hour cases, trade secrets, non-compete and non-solicitation agreements, employment law, contract, real estate, and construction disputes. Attorney Bednarz also has extensive experience in all forms of alternative dispute resolution, including arbitration and mediation.

mbednarz@bmklegal.com

Phone: (617) 557-3030
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • J.D., cum laude, Suffolk University Law School
    • Note Editor, Suffolk University Law Review
    • Business Law and Financial Services Concentration, with distinction
  • B.S., Saint Michael’s College

Business Disputes

  • Dispute between two 50% shareholders – secured a preliminary injunction to gain access to corporate information; successfully motions to compel sale of corporate stock through an arbitration procedure set out in the Articles of Organization; preserved the opposition before the Supreme Judicial Court in an interlocutory appeal Vale v. Valchuis471 Mass. 495 (2015), where the SJC found the Article of Organization provision was an arbitration clause but the shareholder successfully withdrew from the arbitration procedure before the arbitration began; successfully obtained Summary Judgment on claims to force sale on other theories.
  • Representation of a private equity firm and the senior officers and directors of one of its portfolio companies in defending allegations of breach of fiduciary duties, corporate waste, fraudulent transfer.
  • Representation of consulting firm in securing arbitration award in connection with claims for breach of contract, tortious interference of with contractual and business relations, and unfair and deceptive trade practices.
  • Representation of remodeling company in defending allegations of misappropriation of trade secrets, interference with advantageous business relations and unfair and deceptive trade practices in U.S. District Court for the District of Massachusetts.
  • Representation of publicly traded company in securing early dismissal of investor’s claims of federal and Massachusetts securities violations, breach of contract, fraud, and unfair and deceptive trade practices.
  • Representation of closely held businesses and their officers, directors, members, managers and/or partners in pre-suit disputes, including, without limitation, disputes regarding compensation and the equitable division of profit distributions.

Employment Related Disputes

  • Secured judgment after trial in excess of $1,400,000 on behalf of wrongfully terminated saleswoman in connection with claims of gender discrimination and Wage and Hour violations for failure to pay sales commissions.
  • Obtained a settlement of over $800,000 for five hospital employees in an employee misclassification case.
  • Secured a judgment in a bench trial for over $500,000 against an employer who misclassified a worker as an independent contractor.
  • Representation of international real estate brokerage firm in defending allegations of age discrimination in U.S. District Court for the District of Massachusetts.

Real Estate

  • Secured summary judgment for commercial landlord against former tenant asserting defenses under the doctrine of frustration of purpose and the lease’s force majeure clause stemming from its alleged inability to operate due to the COVID-19 pandemic.
  • Representation of residential and commercial landlords and tenants in summary process and breach of lease actions in state and federal court.
  • Representation of two-unit condominium association and individual trustee in pursuing claims of breach of fiduciary duty and breach of contract resulting in favorable settlement.

Investigations

  • Conducted independent investigation on behalf of the Museum of Fine Arts in connection with alleged racist comments and treatment directed at middle school students.
  • Conducted independent investigation of faculty-student sexual misconduct/inappropriate behavior at private secondary school.
    Served as external investigator in Title IX investigations and other employment harassment cases at the college level.

  • Best Lawyers in America “Ones to Watch” (2023)
  • Massachusetts Super Lawyers: Rising Star (2017-2022)

Kerry R. Northup

Kerry R. Northup joined Berluti McLaughlin & Kutchin LLP as a partner in 2011, bringing extensive experience in both corporate transactions and business litigation to the firm. He has represented commercial lenders in both single loan and structured middle market financings, including acquisition financing, and represented closely held businesses and portfolio companies of private equity funds in ongoing corporate matters, mergers and acquisitions, and business disputes.

Prior to joining Berluti McLaughlin & Kutchin, Mr. Northup was a partner at Kutchin & Rufo, P.C., and an associate at Sullivan & Worcester LLP and DKW Law Group.

KNorthup@bmklegal.com

Phone: (617) 557-3030

Mobile: (617) 797-7637

Fax: (617) 557-2939

44 School Street

Boston, Massachusetts 02108

  • J.D., Villanova University School of Law, 1996
  • B.S., Northeastern University, 1993. Summa cum laude

  • Massachusetts
  • United States District Court, Massachusetts
  • United States Court of Appeals, First Circuit
  • United States Court of Appeals, Third Circuit

Mergers and Acquisitions

Represented public and private corporations, including portfolio companies of private equity firms, in a wide range of mergers, acquisitions, and dispositions, including:

  • Represented owner of a Massachusetts-based manufacturer in an equity ownership sale transaction which included (1) a purchase price of over $130 million, (2) the rollover of a portion of the purchase price into equity ownership interests of the acquiror’s parent, and (3) representation and warranty insurance.
  • Represented strategic buyer in a $70+ million “carve out” transaction to purchase certain assets and liabilities of a Mid-Western business.
  • Represented client who provided photochemical machining and etching services in the sale of stock to a strategic buyer for aggregate consideration of nearly $30 million.
  • Represented strategic buyer in the acquisition of substantially all of the assets of a Mid-Western business for aggregate transaction value (including earn-out payments) of over $12 million.
  • Represented sister portfolio companies in simultaneous asset sale to two different purchasers involving an aggregate sale price of over $32 million.
  • Represented a wholesale hardware distributor in connection with the $15 million asset sale of his family owned business.
  • Represented an architectural, engineering, and construction management firm in the $15 million stock sale of its entire business.
  • Represented a regional wholesaler in the sale of his family business to a strategic purchaser in an asset acquisition on a cash free, debt-free basis for a purchase price of $15 million.
  • Represented a private equity fund in a share exchange of a portfolio entity, effecting a partial management buyout.
  • Represented a publicly traded telecommunications company in its $10 million acquisition of stock of a wireless internet communications provider.
  • Represented a publicly traded telecommunications company in its multi-million-dollar acquisition of a radio tower corporation.
  • Represented a portfolio company of a private equity fund in its sale of stock to a division of H.J. Heinz Company.
  • Represented the purchaser in a multi-million-dollar acquisition of a Mercedes-Benz automobile dealership.
  • Represented numerous dentists in connection with the purchase and sale of dental practices.
  • Represented a publicly held corporation in connection with its acquisition by a Hang Seng listed corporation.
  • Represented a corporation in forming a multi-national joint venture with a DAX 30 listed corporation.
  • Representation of public and private corporations, including portfolio companies of private equity funds, in a wide variety of disputes in federal and state court, including breach of contract, business tort, securities fraud, and employment matters.

Corporate Finance

Represented numerous lenders and borrowers in multi-million dollar secured and unsecured loan facilities, including:

  • Represented health care industry portfolio company of private equity fund in $22 million credit facility.
  • Represented lenders in structured acquisition financings.
  • Represented lender in connection with multi-million-dollar hotel construction financing.
  • Represented private equity fund in capital call line of $10 million.
  • Represented strategic acquirer in connection with a loan convertible into equity of target corporation.
  • Represented automobile dealer in multi-million-dollar floor financing.
  • Represented lenders in loans to high-net-worth individuals secured by unusual assets such as rare wines and art.

Business Litigation

  • Appeared before the Third Circuit Court of Appeals and obtained affirmation of a lower court summary judgment ruling in favor of a New York registered investment adviser and its senior officers and directors against SEC Rule 10b-5, Exchange Act Section 20(a) control person liability, negligent supervision, and breach of fiduciary duty claims.
  • Obtained an injunction in the US District Court for the District of Massachusetts requiring the escrowing of $1.7 million for two former directors of an India-based subsidiary of a Massachusetts corporation for indemnification against potential personal liability for corporate tax obligations in India.
  • Successfully obtained summary judgment in Massachusetts Superior Court in favor of a dental practice client for claims brought by a former employee for racial discrimination, intentional infliction of emotional distress, and intentional interference with advantageous business relations.
  • Successfully obtained dismissal, on personal jurisdiction grounds, of trademark infringement and related claims brought in the US District Court for the Northern District of Iowa against a Massachusetts-based consumer products company.
  • Representation of a private equity firm and the senior officers and directors of one of its portfolio companies in the US District Court for the Eastern District of Pennsylvania and the US District Court for the District of Delaware in defending allegations of breach of fiduciary duties, corporate waste, and fraudulent transfer.
  • Representation of publicly held corporations in corporate governance matters, equity and debt financings, disclosure matters, stock exchange listing standards, and securities compliance matters.
  • Representation of corporations and executives in employment matters, including the negotiation of executive employment agreements, non-competition agreements, and the resolution of employment disputes, including the enforcement of non-competition agreements.

  • Boston Bar Association
  • Massachusetts Bar Association

John T. McLaughlin

John T. McLaughlin is a founding partner of Berluti McLaughlin & Kutchin LLP, with an established practice representing private, closely held and family businesses and their owners. Mr. McLaughlin focuses his practice on advising business owners on all legal issues related to the operation of a successful business including business formation and start-up, shareholder and buy-sell agreements, asset protection, partnerships and joint ventures, mergers, and acquisitions.

As more and more of his clients have become mature businesses, Mr. McLaughlin has developed a particular expertise in business succession planning and developing exit strategies for business owners. He has also assisted many family businesses in transitioning the ownership of the business to the next generation of the family using sophisticated estate planning strategies to minimize estate taxes. In addition, Mr. McLaughlin deals with all aspects of commercial and residential real estate transactions and financing, commercial leasing, estate planning, and has extensive trial experience in civil and criminal litigation, including business disputes, probate and real estate litigation.

Prior to joining Berluti McLaughlin & Kutchin, Mr. McLaughlin was a partner at Berluti & McLaughlin LLC, served as an Assistant District Attorney for Suffolk County and was a Partner of Voke & McLaughlin.

JMclaughlin@bmklegal.com

Phone: (617) 557-3030
Mobile: (617) 510-6037
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • J.D., Suffolk University Law School, 1981. Cum laude

  • B.A., Tufts University, 1977. Magna cum laude

  • Massachusetts

  • United States District Court for Massachusetts

  • Represented owner of a Massachusetts-based manufacturer in an equity ownership sale transaction which included (1) a purchase price of over $130 million, (2) the rollover of a portion of the purchase price into equity ownership interests of the acquiror’s parent, and (3) representation and warranty insurance.
  • Represented strategic buyer in a $70+ million “carve out” transaction to purchase certain assets and liabilities of a Mid-Western business.
  • Representing many business owners in the sale of their businesses after implementing a succession plan to minimize income and estate taxes
  • Representing many high net worth individuals and families including establishing a family office and implementing sophisticated tax and estate planning techniques
  • Representing an international licensing and distribution company
  • Representing a group of manufacturers in the roll up and sale of manufacturing and distribution businesses in the United States and Canada to a private equity group
  • Representing a regional building supply company in the tax efficient transfer of ownership of family-owned businesses to the next generation
  • Representing various professional services groups in the negotiation of shareholder arrangements
  • Representing a successful local entrepreneur in various business ventures including a multi-phase condominium project
  • Representing a well-known, family-owned real estate development company in the wind-down of its affairs and the transfer of assets to the next generation
  • Representing various local business owners in connection with day-to-day corporate governance matters, real estate acquisitions and leasing and the transfer of their businesses to the next generation
  • Representing the owner of a regional retailer with stores located throughout New England in day-to-day corporate governance matters, real estate leasing transactions and other contract matters

  • Published in the Boston Business Journal

  • Published in Banker & Tradesman

  • Frequent speaker on business law, succession planning and tax saving strategies for business owners

  • Boston Bar Association

  • Massachusetts Bar Association

  • Real Estate Bar Association

  • IES (Innovative Exit Strategies)

Christopher C. Worthy

Mr. Worthy focuses his practice in the areas of corporate law and commercial real estate, advising closely held and family-owned businesses on matters regarding corporate operations, including entity formation, asset purchase agreements, mergers and acquisitions, shareholder buy-sell agreements, vendor contracts, and partnership ventures. Mr. Worthy also assists corporate borrowers in complex financing transactions to support ongoing business operations, and advises on day-to-day legal matters.

Prior to joining Berluti McLaughlin & Kutchin LLP, in addition to his primary practice of corporate law and real estate, Mr. Worthy practiced in the areas of family law, probate, and civil litigation.  While at Suffolk University Law School, Mr. Worthy was a member of the Family Advocacy Clinic, representing indigent clients and victims of abuse in domestic relations matters.  During law school, Mr. Worthy worked as an Appeals Intern at the Massachusetts Department of Revenue, Office of Appeals, where he met with Massachusetts taxpayers to review disputed audit decisions.

Cworthy@bmklegal.com

Phone: (617) 557-3030
Mobile: (978) 273-7175
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • University of Massachusetts – Amherst: B.S. Sport Management

  • Suffolk University Law School: JD

  • Massachusetts Real Estate Bar Association

  • Massachusetts Real Estate Broker

  • Represented owner of a Massachusetts-based manufacturer in an equity ownership sale transaction which included (1) a purchase price of over $130 million, (2) the rollover of a portion of the purchase price into equity ownership interests of the acquiror’s parent, and (3) representation and warranty insurance.
  • Represented strategic buyer in a $70+ million “carve out” transaction to purchase certain assets and liabilities of a Mid-Western business.
  • Represented strategic buyer in the acquisition of substantially all of the assets of a Mid-Western business for aggregate transaction value (including earn-out payments) of over $12 million.
  • Represented client who provided photochemical machining and etching services in the sale of stock to a strategic buyer for aggregate consideration of nearly $30 million.
  • Representation of a family-owned retail organization that operates nationwide in all aspects of their business needs, including contract review, financing, and the acquisition of other assets and businesses; and the expansion and relocation of a large Boston based manufacturing company, including the sale of their original location, acquisition of a partnering entity, and the complex financing needed to grow its operations.
  • Mr. Worthy also represents corporations, limited liability companies, partnerships, and individuals in a variety of real estate transactions, including purchases, sales, due diligence review, financing, leasing, zoning review, and real estate development.
  • Representative real estate transactions include the purchase of a multi-million-dollar business center, leasing transactions for a large manufacturing operation, and the purchase, construction, and creation of multiple condominium complexes.

  • Massachusetts Real Estate Bar Association

  • Massachusetts Real Estate Broker

Christopher J. Davidson

Christopher J. Davidson has 15 years of litigation experience, having served as first chair trial counsel in numerous high stakes cases throughout his career. He has represented both individuals and corporate entities facing multi-million dollar exposure, which, at times, have received media attention.

Mr. Davidson comes to BMK with an impressive portfolio of courtroom experience. As a former partner of a regional litigation law firm, he secured both plaintiff and defense verdicts for national corporations. He defended numerous companies in multi-million dollar bad faith claims, and resolved a number of other high exposure claims, including claims involving catastrophic injuries and fatalities. Chris also defended municipalities for alleged violations of civil rights and whistleblower statutes.

Mr. Davidson is also a former prosecutor. He served as a supervising Assistant District Attorney for the Commonwealth of Massachusetts, and in that capacity secured a number of verdicts following multi-day trials. Mr. Davidson developed a specialty in forensics, focusing on fingerprint and palm print analysis. During his tenure as a prosecutor, Mr. Davidson also taught college level courses relating to criminal law and forensics.

At Berluti McLaughlin & Kutchin, Mr. Davidson’s practice focuses on municipal, probate, commercial, corporate, and employment matters. He represents high-net-worth individuals who rely on his insights and guidance with respect to a variety of complex legal issues, including fiduciary disputes between beneficiaries and trustees, officer and director liability, real estate disputes, and corporate breach of contract. He also represents clients in employment discrimination matters arising out of alleged sexual harassment, gender and age discrimination, retaliation claims, civil rights and whistleblower claims. Mr. Davidson also represents clients in aquaculture permitting before multiple municipalities on the South Shore.

Mr. Davidson is strategic, result-oriented, and aggressive.  He provides his clients pre-suit investigation and legal advice in an effort to avoid lengthy litigation and pursue early case resolution.  However, he will aggressively litigate matters, if needed, to secure a favorable result.

Cdavidson@bmklegal.com

Phone: (617) 557-3030
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

2003:     Bowdoin College, B.A.

2006:     Roger Williams University School of Law, J.D., cum laude

  • Massachusetts
  • California
  • New Hampshire
  • U.S. District Court for the District of Massachusetts
  • United States Court of Appeals for the First Circuit.

Commercial Litigation

  • Represented commercial tenant in breach of contract against commercial landlord, with various disputes over the interpretation of the applicable lease agreement and a failure to deliver the premises as agreed upon.
  • Represented shareholders of private corporation in alleged freeze out concerning multi-million dollar dispute.
  • Represented corporate client to enforce arbitration award of over $100 million.
  • Represented estate for breach of contract dispute as to the return of security deposit.
  • Represented contractor accused of fraudulent billing for residential home.
  • Represented corporate client in Massachusetts False Claims Act with dispute over whether there was sufficient evidence of scienter to prove causes of action.

Real Estate

  • Represented developer concerning abuse of process claims arising out of enforcement of restrictive covenant in gated residential community.
  • Represented developer pursuant to dispute over interpretation of easement.
  • Represented developer concerning fraudulent misrepresentation of the condition of property, found to be unsuitable for development due to undisclosed environmental conditions.

Probate

  • Represented client in guardianship for end of life decision-making for family member.
  • Represented multiple trustees of various trusts concerning trust administration, fiduciary duties, and interpretation of trusts.

Aquaculture

  • Drafted by-laws for Massachusetts Aquaculture Association.
  • Represented and counseled multiple clients in transfer of aquaculture licenses, subject to Town of Plymouth’s Board of Selectmen approval and with lengthy discussions concerning interpretation of Aquaculture By-Laws.
  • Represented and counseled multiple clients in aquaculture application process before Town of Scituate.
  • Represented client in application for license of aquaculture permit pursuant to the Colonial Ordinances of 1641 – 1647 regarding privately owned tidelands.
  • Represented multiple individuals and corporate entities concerning business valuation and sale of aquaculture businesses.

  • Massachusetts Aquaculture Association (former trustee)
  • Boston Bar Association
  • Massachusetts Bar Association
  • California Bar Association
  • New Hampshire Bar Association

Edward D. Kutchin

Edward D. Kutchin joined Berluti McLaughlin & Kutchin in 2011 as a founding partner. Mr. Kutchin’s diverse practice focuses primarily in the areas of corporate transactions, complex business litigation, and commercial finance. Prior to joining the firm, he was a founding partner of Kutchin & Rufo, P.C., a small sophisticated firm that specialized in corporate law, complex commercial litigation, commercial finance, and real estate law. He practiced for over 23 years with Kutchin & Rufo, P.C.

Mr. Kutchin has considerable experience representing a broad range of privately held and publicly held companies in various industries on corporate formation and operation, securities offerings, sales and acquisitions, corporation finance, complex commercial transactions, and strategic business planning. His experience includes counseling companies from start-up through acquisition on matters, including financing, licensing and technology transfers, strategic alliances, equity compensation, corporate governance, and real estate transactions.

Drawing on his background as a corporate attorney, Mr. Kutchin’s practice also involves the litigation of a wide variety of disputes in federal and state court, including breach of contract, business tort, securities fraud, real estate-related disputes, and employment matters for clients across a diverse spectrum of industries.

EKutchin@bmklegal.com

Phone: (617) 557-3030

Mobile: (617) 633-3130

Fax: (617) 557-2939

44 School Street

Boston, Massachusetts 02108

  • LL.M., Taxation, Boston University School of Law, 1981
  • J.D., New England School of Law, 1978
  • B.A., Muhlenberg College, 1975

  • Massachusetts
  • United States Court of Appeals, First Circuit
  • United States Court of Appeals, Third Circuit
  • United States District Court, Massachusetts
  • United States Court of Claims
  • United States Tax Court

Mergers and Acquisitions

Representation of public and private corporations, including portfolio companies of private equity firms, in a wide range of mergers, acquisitions, and dispositions, including:

  • Represented a client who provided photochemical machining and etching services in the sale of stock to a strategic buyer for aggregate consideration of nearly $30 million.
  • Represented sister portfolio companies in simultaneous asset sale to two different purchasers involving an aggregate sale price of over $32 million.
  • Represented a public corporation in a “private placement of public equity” (PIPE) transaction involving the sale of both convertible subordinated promissory notes and accompanying warrants and Series A preferred stock and accompanying warrants in an aggregate subscription amount in excess of $9 million.
  • Represented a public corporation in the purchase of two subsidiaries in a cash transaction valued in excess of $20 million.
  • Represented a regional wholesaler in the sale of his family business to a strategic purchaser in an asset acquisition on a cash free, debt-free basis for a purchase price of $15 million.
  • Represented a public corporation in the sale/leaseback of its corporate offices and a large manufacturing facility in a transaction valued in excess of $15 million.
  • Represented an architectural, engineering, and construction management firm in the $15 million stock sale of its entire business.
  • Represented the purchaser in a multi-million-dollar acquisition of a Mercedes-Benz automobile dealership.
  • Represented numerous start-up entities in the negotiation and placement of equity securities.
  • Represented Uno Restaurant Holdings Corporation in the sale/leaseback of three restaurant locations in a transaction valued in excess of $8 million.
  • Represented a publicly held corporation in connection with its acquisition by a Hang Seng listed corporation.
  • Represented a corporation in the formation of a multinational joint venture with a large DAX 30 listed corporation
  • Represented a private equity fund in a share exchange of a portfolio entity, effecting a partial management buyout.
  • Representation of public and private corporations, including portfolio companies of private equity funds, in a wide variety of disputes in federal and state court, including breach of contract, business tort, securities fraud, and employment matters.

Corporate Finance

Representing numerous lenders and borrowers in multi-million dollar secured and unsecured loan facilities, including:

  • Represented health care industry portfolio company of private equity fund in a $22-million credit facility
  • Representation of senior lenders in connection with numerous asset-backed and real-estate-backed lending facilities and with structured acquisition financing
  • Represented private equity firm in connection with a $10 million line of credit
  • Represented lender in connection with multimillion-dollar hotel construction financing
  • Represented strategic acquirer in connection with a loan convertible into equity of target corporation
  • Represented automobile dealer in multi-million-dollar floor financing
  • Represented client who provided photochemical machining and etching services in the sale of stock to a strategic buyer for aggregate consideration of nearly $30 million.

Business Litigation

  • Obtained an injunction in the US District Court for the District of Massachusetts requiring the escrowing of $1.7 million for two former directors of an India-based subsidiary of a Massachusetts corporation for indemnification against potential personal liability for corporate tax obligations in India.
  • Successfully obtained summary judgment in Massachusetts Superior Court in favor of a dental practice client for claims brought by a former employee for racial discrimination, intentional infliction of emotional distress, and intentional interference with advantageous business relations.
  • Successfully obtained dismissal, on personal jurisdiction grounds, of all trademark infringement and related claims brought in the US District Court for the Northern District of Iowa against a Massachusetts-based consumer products company.
  • Representation of a private equity firm and the senior officers and directors of one of its portfolio companies (a dialysis provider) in defending an action in the US District Court for the Eastern District of Pennsylvania and the US District Court for the District of Delaware brought by a Chapter 7 trustee alleging over $450 million in claims for fraudulent transfer and aiding and abetting breaches of fiduciary duty in connection with the recapitalization and sale of DSI Renal.
  • Representation of an office products company in litigation in Michigan State Court alleging breach of contract and violation of the uniform fraudulent conveyance act.
  • Representation of a senior officer in an action brought by National Amusements, Inc. in the US District Court for the District of Massachusetts alleging fraud, breach of fiduciary duty, Civil RICO, and civil conspiracy allegations.
  • Representation of a publicly held corporation in a claim for breach of real estate lease brought in the US District Court for the District of New Hampshire.
  • Representation of a private equity firm in a contract dispute action brought in the Delaware Superior Court alleging fraudulent misrepresentation and civil conspiracy to defraud.
  • Representation of publicly held corporations in corporate governance matters, equity and debt financings, disclosure matters, stock exchange listing standards, and securities compliance matters.
  • Representation of corporations and executives in employment matters, including the negotiation of executive employment agreements, non-competition agreements, and the resolution of employment disputes, including the enforcement of non-competition agreements.

  • Selected as one of Boston’s Top Rated AV Preeminent Rated™ Lawyers each year from 2006 through 2023
  • Awarded an “AV” rating by Martindale-Hubbell, the highest accolade from a select group of attorneys who have been recognized by their peers for both legal expertise and high ethical standards
  • Massachusetts Super Lawyer, Boston Magazine, for 2006 and from 2019-2022
  • Selected as a “CJP Superstar” by Combined Jewish Philanthropies of Greater Boston, Inc. (CJP) in recognition of his leadership as the co-chair of the reimagined Lawyers and Accountants Reception in 2015
  • Included in the Who’s Who Registry, Platinum Edition, Who’s Who of Emerging Leaders in America, Who’s Who in American Law, Who’s Who in America, Outstanding Young Men of America, and Who’s Who Among Young American Professionals
  • Mr. Kutchin served on the editorial board of the New England Journal of Prison Law in law school.

  • American Bar Association
  • Massachusetts Bar Association
  • Boston Bar Association
  • Community Service: Massachusetts Eye and Ear Infirmary-Member-Board of Trustees; Combined Jewish Philanthropies of Greater Boston-Member–Audit Committee, Co-Chair–Lawyers and Accountants Annual Reception (2015); Jewish Community Relations Council of Greater Boston- Member of Executive Committee and Board of Directors, Treasurer and Chair- Finance Committee, Member- Public Policy Committee; Co-Chairman – Muhlenberg College New England Area Regional Alumni Association

Liane Keister

Liane Keister is an Partner in the firm’s estate planning, corporate, and real estate departments. Ms. Keister focuses her practice on estate planning, business succession planning, trust and estate administration, Medicaid benefits planning, charitable planning, and retirement and wealth planning. In addition, Ms. Keister represents individuals and businesses in all aspects of business planning and transactional issues and residential and commercial real estate matters.

Lkeister@bmklegal.com

Phone: (617) 557-3030
Mobile: (978) 505-7198
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • J.D., Suffolk University Law School, cum laude 2013
  • B.A., Brown University, 2000

  • Massachusetts
  • New Hampshire

  • Developing sophisticated estate planning and business succession strategies for closely held business owners.
  • Sophisticated estate planning and charitable planning for high-net-worth individuals.
  • Formation of family limited liability companies for wealth planning.
  • Estate planning for clients with family members who have special needs/disabilities.
  • Creation of non-profit organizations and obtaining tax-exempt status.
  • Trust and estate administration.
  • Representing clients to secure guardianship and conservatorship appointments.
  • Representing clients to secure MassHealth benefits.
  • Representing clients in negotiating disability benefits.

  • Comment Editor, Transnational Law Review
  • Research Assistant to Health Law Professor, including but not limited to areas of health law reform, disparities in health care, and alternative health care
  • 2008 & 2004 U.S. Olympic Team member, Rowing
  • 2003 World Champion, Rowing
  • 7-time member of U.S.A. Rowing Team
  • 2-time NCAA Division 1 National Champion, Brown University Women’s Rowing
  • 2018 – 2021 Super Lawyer Rising Star

  • Boston Bar Association
  • Massachusetts Bar Association
  • Massachusetts Association of Women Lawyers
  • Trustee of Riverside Boat Club

Matthew J. Dunn

Matthew J. Dunn joins Berluti McLaughlin & Kutchin LLP as a partner in 2022. He is an experienced transactional attorney and litigator, with a concentration in land use, zoning and complex civil disputes. Mr. Dunn has represented landlords, tenants, buyers, sellers, and lenders in numerous commercial and residential real estate transactions. He has also represented individuals, small businesses, lending institutions, insurers, privately held corporations, and large companies before administrative agencies and in state and federal courts.

Mr. Dunn was previously an associate with the firm for four years where he represented businesses, corporate officers and directors, employers and individuals in complex civil disputes, zoning matters and real estate-related disputes before forming The Dunn Law Group, P.C. in 2012.

He has also acted as in-house associate counsel for a major real estate development and property management company advising senior management on matters involving eminent domain, zoning, commercial disputes, mechanic’s liens, collections, and landlord/tenant matters.

Mr. Dunn is a former prosecutor who worked as an Assistant District Attorney with the Cape and Island’s District Attorney’s Office, and as a clerk at the United States Attorney’s Office in Boston.

MDunn@bmklegal.com

Phone: (617) 557-3030
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • J.D., Suffolk University Law School, 2002
  • B.A., Boston College, 1998

  • Secured a preliminary injunction in U.S. District Court in Boston ordering multinational corporation to escrow $1.7 million for two former directors of an India-based subsidiary of a Massachusetts corporation for indemnification against potential personal liability for corporate tax obligations in India.
  • Successfully obtained dismissal, on personal jurisdiction grounds, of all trademark infringement and related claims brought in the US. District Court for the Northern District of Iowa against a Massachusetts-based Consumer products company.
  • Defended private equity firm in action brought by U.S. bankruptcy trustee seeking to set aside a sophisticated corporate restructuring and multi-million dollar sale of debtor’s business.
  • Attained dismissal in Massachusetts Superior Court of commercial tenant’s 93A and tort claims against landlord.
  • Obtained summary judgment for employer in wage & hours dispute brought by former employee in Massachusetts Superior Court.
  • Prevailed in action before the Appeals Court involving a judgment for contempt entered by the Land Court following its entry of judgment for client in a zoning appeal brought pursuant to M.G.L.ch. 40A, § 17.
  • Successfully defended a developer of a suburban subdivision in a lawsuit brought by a prospective purchaser of a lot against claims for breach of contract and violations of the Massachusetts Consumer Protection Statute (M.G.L.ch. 93A).
  • Successfully represented an abutter in a Land Court action brought to overturn a variance issued by a municipal zoning board to an operator of a commercial venture in a residentially zoned district.
  • Successfully represented landowners in Superior Court lawsuits contesting the sufficiency of monetary awards paid by a State agency for eminent domain takings.
  • Successfully represented the owner of a historic property in an action brought in Superior Court to enjoin the developer’s destructive construction practices.
  • Represented a commercial landowner in a Superior Court action to enjoin a municipality’s wrongful use of its eminent domain power.
  • Represented the lead defendant in multimillion dollar wrongful death actions involving employer liability in parallel cases brought in Illinois state and federal courts.
  • Obtained cease and desist orders from municipal zoning board enjoining operation of commercial ventures in a residentially zoned district, and successfully opposed civil actions brought pursuant to M.G.L.ch. 40A, § 17 in Land and Superior Courts seeking reversal of same.
  • Prosecuted a “spot” zoning challenge to the validity of an amendment to a municipal bylaw pursuant to M.G.L.ch. 240, § 14A.

  • Selected by Super Lawyers® Magazine as a Massachusetts Rising Stars℠ in the field of Real Estate Law (2009, 2010, 2011, 2012, 2013, 2014 and 2015).
  • Cum laude graduate of Suffolk University Law School where he served as Managing Editor of the school’s Transnational Law Review.
  • Played on Boston College’s men’s soccer team where he was awarded the Tom McElroy Memorial Scholarship – the school’s largest memorial grant provided annually to one student-athlete who best exemplifies the qualities of courage, dedication, sincerity, and determination.

  • Massachusetts Bar Association
  • Boston Bar Association
  • South Shore Chamber of Commerce
  • Boston College Alumni Association
  • Suffolk University Law School Alumni Association
  • New England Over-the-Hill Soccer League
  • New England Senior Hockey League

ROBERT R. BERLUTI

Robert Berluti, a partner at Berluti McLaughlin & Kutchin LLP, practices all aspects of complex civil litigation. He has extensive experience in jury and bench trials of all forms of business and employment disputes including. His accomplishments include securing the largest Massachusetts jury verdict ever recorded in an age discrimination case. His clients include large and small businesses in diverse industries.

Mr. Berluti has tried cases in state and federal courts including the United States Tax Court and has appeared in state and federal trial and appellate courts in Massachusetts, New York, Connecticut, and New Hampshire, as well as state and federal administrative agencies, including FINRA and the Internal Revenue Service.

He advises clients in all aspects of business disputes, including between shareholders/partners, valuation (including in divorce actions), derivative actions, individual and class action wage and hour cases, trade secrets, intellectual property, non-compete and non-solicitation agreements, employment law, contract, real estate, and construction disputes. He also represents individuals in serious personal injury cases and investor – broker disputes. He has also defended businesses in personal injury matters such as dram shop cases. He represents families in probate litigation, such as will contests. Mr. Berluti has extensive experience in all forms of alternative dispute resolution, including arbitration and mediation.

RBerluti@bmklegal.com

Phone: (617) 557-3030
Mobile: (617) 834-3340
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • LL.M., Taxation, Boston University Law School, 1982
  • M.B.A., Boston University Graduate School of Management, 1988
  • J.D., Suffolk University, 1980
  • B.A., Tufts, 1977

  • Massachusetts
  • New York
  • New Hampshire
  • United States Tax Court
  • United States District Court for the Southern District of New York
  • Supreme Court of the United States

Closely Held Business Disputes

  • Dispute between two 50% shareholders – secured a preliminary injunction to gain access to corporate information; successfully motions to compel sale of corporate stock through an arbitration procedure set out in the Articles of Organization; preserved the opposition before the Supreme Judicial Court in an interlocutory appeal Vale v. Valchuis 471 Mass. 495 (2015), where the SJC found the Article of Organization provision was an arbitration clause but the shareholder successfully withdrew from the arbitration procedure before the arbitration began; successfully obtained Summary Judgment on claims to force sale on other theories.
  • Successfully tried and obtained a judgment in favor of four brother against the oldest brother who contended he was the sole shareholder of a family business after the death of the father. Persuaded the Trial Judge that older brother was not entitled to any of the stock because of a prior transaction several years earlier whereby the brother tendered their stock in a related corporation to the older brother but he never completed nor rejected the transaction, thus tolling the statute of limitations.
  • Successfully prosecuted a breach of fiduciary duty claim against a minority shareholder on behalf of the majority shareholders for disclosing confidential information to a competing company.
  • Represented majority shareholders against a renegade minority shareholder and successfully negotiated a favorable settlement without ever filing a lawsuit in court.
  • Secured a victory in a Probate Court trial representing all siblings against the oldest brother who contended he was the sole owner of a family automotive business after the death of the father. The Trial Judge found the father had never completed his will and the estate must be probated as intestate.
  • Successfully represented majority shareholder against a minority shareholder in a bitter family dispute over real estate and other operating businesses by initially securing a favorable settlement and then successfully trying a contempt case when the no contact provisions were violated.
  • Successfully tried in arbitration a law firm breakup wherein the older partner sought a disproportionate share of profits and assets from the younger partner.
  • Successfully represented majority partners in an arbitration trial of an accounting firm dispute over a written partnership agreement where a withdrawing was seeking excess profits after the partnership agreement was amended by the conduct of the parties.

Employment Contract Disputes

  • Obtained a judgment in excess of $2 million for an executive in an arbitration trial over a breach of his employment contract.
  • Obtained a settlement of $2 million on behalf of several brokers over a dispute over career harm as a result of misrepresentations in recruiting them to a new employer.
  • Obtained a judgment in excess of $600,000 in a FINRA arbitration over a dispute over a breach of contract of an employment contract and the interpretation of compensation system.

Employment Related Disputes

Age Discrimination

  • After winning a jury trial on behalf of four employees negotiated a settlement of over $1 million dollars prior to post-trial motions being heard (technology industry).
  • Won a jury trial then successfully defended the victory in the Appeals Court resulting in payment of over $1.9 Million to my client (finance industry).
  • Won a jury trial for a long time employee of a large insurance company then preserving the victory before the Appeals Court resulting in payment of over $500,000 (insurance industry).

Sexual Harassment

  • Obtained a judgment in excess of $100,000 for a female law enforcement officer in an MCAD trial claiming sexual harassment and discrimination based on gender by a co-worker (law enforcement).
  • Defended employer in a sexual harassment claim by an employee was having a consensual relationship with a co-worker then claimed discrimination when the co-worker broke it off to return to his wife (construction industry).
  • Defended employer in investigation and then in an MCAD claim of sexual harassment (real estate management industry).

Wage and Hour

  • Secured a judgment in a bench trial for over $500,000 against an employer who misclassified a worker as an independent contractor.
  • Obtained a settlement of over $1 million for several employees in an employee misclassification case.
  • Obtained a settlement of over $800,000 for five employees in an employee misclassification case.
  • Secured a defendant’s verdict in representing the employer in a jury trial over an employee/independent contractor misclassification suit (discount furniture industry).
  • Defended employer in a class action lawsuit alleging misclassification of independent contractors.
  • Secured an $180,000 settlement for a misclassified independent contractor (medical sales industry).

Sexual Preference

  • Secured a jury verdict on behalf of my client who was a correction officer being discriminated against based upon his sexual orientation. The Jury verdict was then preserved on appeal.

Business Litigation

  • Obtained a settlement of over $400,000 on behalf of a customer in a customer dispute with her financial advisor.
  • Obtained a settlement in mediation of over $700,000 in a business dispute on behalf of a consultant and a former employee against former employer who retaliated when the formed their own competing business.
  • Obtained a judgment for the defendant in an arbitration claim over a contract warranty dispute.
  • Obtained a judgment for the Plaintiff for breach of contract and the covenant of good faith and fair dealing as well as against individual defendants for business torts, including interference with contractual and business relations.

Real Estate

  • Obtained a Lis Pendens on the basis of text message acceptance of an offer to purchase and ultimately settling the case permitting our client to purchase a prime Cape Cod residential home.
  • Obtained a judgment for the defendant in a dispute over a purchase and sale agreement, where the property owner refused to sign a title insurance affidavit at closing.
  • Obtained a judgment for the defendant in Land Court where the abutting property owner claimed there was a constructive or implied easement over the defendant client’s property.

Personal Injury

  • Obtained a settlement in mediation of $750,000 in a wrongful death.
  • Secured a settlement of $260,000 against a third party for a worker who fell from a ladder in an industrial building when climbing onto a roof.
  • Secured a plaintiff’s judgment of $260,000 in an arbitration trial on behalf of a pedestrian struck in a cross walk who fractured her wrist then had complications.
  • Secured a settlement of $100,000 in a slip and fall case for a plaintiff who suffered an avulsion fracture and torn MCL.
  • Secured a settlement of over $120,000 for a femoral fracture in a slip and fall case.

Appellate and Reported Cases

  • Parker v. EnerNOC (2020) – established law before the SJC confirming that future commissions not earned because of wrongful termination must be trebled under the Massachusetts Wage and Hour Statute even if not due on the date of termination. The appeal not only preserved the trial court jury award for gender based discrimination and Wage and Hour violations including for lost commissions, emotional distress and punitive damages. On appeal the SJC determined that $350,000 of future commissions must also be trebled.
  • Froio Management Group, Inc., et al. v. Bargain Discount Markets, Inc. (2018) – preserved the trial court victory by affirming Summary Judgment finding the client’s option to purchase real estate took precedence over a right of first refusal.
  • Vale v. Valchuis et.al. 471 Mass. 495 (2015) – preserved the trial court victory preventing an arbitration to force the sale of stock before the Supreme Judicial Court where the SJC found the Article of Organization provision was an arbitration clause but the shareholder successfully withdrew from the arbitration procedure before the arbitration began.
  • MacFadyen v. Maki 70 Mass.App.Ct. 618(2007) – secured a reversal of a trial court decision on granting summary judgment on behalf of a defendant Tree Farm where failure to post a statutory warning allowing the Plaintiff to go to trial.
  • Bradley v. Stonecroft Properties et.al. 78 Mass.App.Ct. 1109 (2010) – preserved trial court victory on behalf of Stonecroft in the Land Court.
  • Salvi v. Suffolk County Sherriff’s Dept.67 Mass.App.Ct. 596 (2006)- preserved jury verdict in favor of the Plaintiff.
  • Ventresco v. Liberty Mutual Insurance Company55 Mass.App.Ct. 201 (2002) – preserved jury verdict for the Plaintiff.
  • Harnett v. CSA Financial Corporation 44 Mass.App.Ct. 1101 (1997)- preserving seven figure trial court jury award.

  • Best Lawyers in America “Ones to Watch” (2023)
  • Selected as one of Boston’s Top Rated AV Preeminent Rated™ Lawyers each year from 2000 through 2017
  • Massachusetts Super Lawyer in 2005, every year from 2007 through 2022
  • Awarded an “AV” rating by Martindale-Hubbell, the highest accolade from a select group of attorneys who have been recognized by their peers for both legal expertise and high ethical standards
  • Published in the Massachusetts Law Review
  • Past lecturer at New England School of Law (now New England Law)
  • Past lecturer in many continuing legal education seminars including at MCLE and Suffolk University Law School on employment and trial topics

  • Boston Bar Association
  • American and Massachusetts Bar Associations
  • Past President Tufts Jumbo Club
  • Member Board of Directors Westwood Pop Warner

Julie E. Bruce

Julie Bruce, an associate, joined Berluti McLaughlin & Kutchin LLP in 1986 and represents plaintiffs and defendants in business and tort litigation in all Massachusetts state and federal trial courts and the Massachusetts Appeals Court. She also represents more than 40 condominium associations throughout Massachusetts.

JBruce@bmklegal.com

Phone: (617) 557-3030
Fax: (617) 557-2939

44 School Street
Boston, Massachusetts 02108

  • J.D., Suffolk University Law School, 1986
  • B.A., Colby College, 1983. Economics and French

  • Massachusetts

  • published in the Massachusetts Law Review
  • published in Condo Media
  • Comment Editor, Suffolk University Law School Transnational Law Journal

  • American Bar Association
  • Boston Bar Association
  • Boston Inns of Court
  • Community Associations Institute – New England Attorney’s Committee
  • Resident of Walpole