Darr v. Scyocurka

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
STEPHEN B. DARR, AS HE IS THE DULY
APPOINTED AND ACTING RECEIVER OF
GREEN EARTH ENERGY PHOTOVOLTAIC
CORPORATION and GREEN EARTH
WAMOGO, LLC,
Plaintiff,
v.
CHRISTOPHER SCYOCURKA, PAIGE
SCYOCURKA, TAYLOR SCYOCURKA,
GREEN EARTH AND MARINE, LLC,
TODD SCYOCURKA, and GREEN EARTH
ROOFING SOLUTIONS LLC,
Defendants.
Civil Action No. 22-10831-MGM
MEMORANDUM AND ORDER ON
CROSS MOTIONS FOR SUMMARY JUDGMENT
(Dkt. Nos. 54, 64)
March 27, 2026
MASTROIANNI, U.S.D.J.
I. INTRODUCTION
This action was commenced by Stephen B. Darr (“Darr,” “the Receiver,” or “Plaintiff”), in
his capacity as receiver of Green Earth Energy Photovoltaic Corp. (“GEE”) and Green Earth
Wamogo, LLC (together with GEE, “Green Earth”). Darr was appointed as receiver for Green Earth
in an action that consolidated claims brought by Christopher and Paige Scyocurka (together “the
Scyokurkas”) and GEE against Keybank National Association (“KeyBank”) and claims KeyBank
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brought against Green Earth and the Scyokurkas.1 (19-cv-30123, Consol. Order, Dkt. No. 104; Order
App’ting Rec’r, Dkt. 113.) The Receiver alleges the Scyocurkas, as the sole shareholders and directors
of GEE, approved transfers of GEE assets, for less than reasonably equivalent value, to benefit
themselves and their family members at times when GEE was unable to pay its debts as they became
due.2 (Compl., Dkt. No. 1.) Similar claims are also asserted against another entity controlled by the
Scyocurkas, Green Earth and Marine, LLC (“Marine”); their daughter, Taylor Scyocurka (“Taylor”);
an entity she owns, Green Earth Roofing Solutions, LLC (“Roofing”); and Christopher’s brother
Todd Scyocurka, formerly GEE’s chief financial officer (collectively, including the Scyocurkas,
“Defendants”).
More specifically, the Receiver contends the Scyocurkas are liable to Green Earth under five
alternative legal theories. First, that the Scyocurkas breached the fiduciary duties they owed to Green
Earth by diverting to their personal benefit assets that GEE needed to remain solvent (Count I).
Second, the Receiver asserts Green Earth can recover as a creditor under the Uniform Fraudulent
Transfer Act (“UFTA”), Mass. Gen. Laws ch. 109A, §§ 5 and 6 because the Scyocurkas approved
fraudulent transfers either with an intent to defraud creditors (Counts II) or at a time when Green
Earth had become insolvent (Count III). Third, to the extent any of the identified transfers were
intended to be loans to shareholders, Green Earth seeks repayment (Count IV). Fourth, under Mass.
Gen. Laws ch. 156D, § 6.41(a) and (c), the Scyocurkas are personally liable to repay GEE for improper
distributions they approved as GEE directors (Count V) and received as shareholders (Counts VI).
1 GEE and the Scyocurkas appealed the order appointing Darr as receiver for Green Earth. (19-cv-30123-
MGM, Not. of Appeal, Dkt. No. 116.) On October 18, 2022, the First Circuit affirmed the appointment. (19-
cv-30123-MGM, First Cir. Op., Dkt. No. 225.)
2 Before filing this action, Darr moved for authority to commence litigation against the Scyocurkas and others
related to alleged misuse of GEE assets. The court granted the motion, without making an assessment as to
the merits of the proposed action. (19-cv-30123-MGM, 4/15/2022 Order, Dkt. No. 176.) Once filed, the
case was stayed until after the First Circuit affirmed the court’s decision appointing the receiver. (6/15/2022
and 10/19/2022 Orders, Dkt. Nos. 6, 10.)
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Fifth, the Receiver contends the court should pierce the corporate veil and hold the Scyocurkas
personally liable for GEE’s debts because they disregarded corporate formalities while operating GEE
(Count XVI).
As to the other defendants, the Complaint includes claims under the UFTA against Taylor,
(Counts VII and VIII), Marine (Counts X and XI), and Roofing (Counts XII and XIII). The Receiver
also asserts Todd and Taylor are liable to Green Earth because they aided and abetted the Scyocurkas’
breach of fiduciary duties (Count IX), and Roofing has successor liability for GEE’s debts as a result
of a de facto merger (Count XIV) or because Roofing is an alter ego of GEE (Count XV).
Following discovery, the Receiver filed a motion for summary judgment on the counts
asserting liability (1) against the Scyocurkas, Taylor, and Todd for breaches of fiduciary duty (Counts
I and IX); (2) under the UFTA, and against the Scyocurkas, Taylor, Marine, and Roofing, for transfers
GEE made despite insolvency (Counts III, VIII, XI, and XIII); (3) for amounts GEE loaned to the
Scyocurkas that they have not been repaid (Count IV); (4) for improper distributions approved and
received by the Scyocurkas (Counts V and VI); and (5) against Roofing as a successor or alter ego of
GEE (Counts XIV and XV). (Dkt. No. 54.) The Receiver contends the undisputed facts are sufficient
to prove liability under each theory because they demonstrate the Scyocurkas had a practice of using
GEE assets to pay personal expenses and approved the transfer of significant GEE assets after it had
become clear that GEE would be unable to repay more than $15 million it owed to KeyBank. He has
not sought summary judgment on claims brought under the UFTA that require proof of an intent to
defraud creditors (Counts II, VII, X, and XII) or the claim seeking to pierce the corporate veil (Count
XVI).
Defendants filed a cross-motion for summary judgment as to all sixteen counts. (Dkt. No. 64.)
They dispute the applicability of legal theories advanced by the Receiver and, to the extent any theory
may be applicable, argue that significant factual disputes preclude summary judgment. For the reasons
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that follow, the cross-motions for summary judgment are denied as to all counts, except that summary
judgment shall enter for Roofing as to Counts XIV and XV.
.
II. PRIOR RELATED LITIGATION
In August 2019, GEE and the Scyocurkas filed a complaint in which they claimed KeyBank
had breached an oral agreement to provide between $70 and $80 million in financing for future solar
projects to be developed by GEE using a specific sale-leaseback financing model. KeyBank had
previously provided other financing to GEE pursuant to several loans, each memorialized in written
loan agreements. At the time the 2019 action was filed, GEE was current with interest payments
required under those written loan agreements, but owed more than $15 million in principal. Together,
GEE and the Scyocurkas, sought to compel KeyBank to compensate GEE for losses suffered
because, after financing one solar project under the sale-leaseback model, KeyBank refused to finance
any additional projects.
Shortly after filing their complaint, GEE and the Scyocurkas filed a motion for preliminary
injunction in which they asked the court to enjoin KeyBank from terminating or calling in any existing
loans or line of credit extended to them or requiring any payments of fees, interest, or principal under
existing loans. (19-cv-30123-MGM, Mot. Prelim. Inj., Dkt. No. 5.) Consistent with the standard
applied to motions for preliminary injunctions, they argued “the continued existence of GEE
depend[ed] on the requested injunction,” and GEE would, therefore, suffer irreparable harm in the
absence of the relief requested. (19-cv-30123-MGM, Memo. Supp. Prelim. Inj., Dkt. No. 6 at 15.)
Largely due to the apparent potential for irreparable harm, the court granted the motion for
preliminary injunction on a temporary basis while the record was further developed through briefing
and oral argument on the motion for preliminary injunction and a motion to dismiss filed by KeyBank
and the other defendants. (19-cv-30123-MGM, 10/19/2019 and 11/13/2019 Orders, Dkt. Nos. 38, 52;
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Not. of 2/12/2019 Oral Order, Dkt. No. 63.) On January 10, 2020, the court vacated the temporary
restrictions and denied the motion for preliminary injunction. (19-cv-30123-MGM, 1/10/20220
Order, Dkt. No. 66.) The court ruled GEE and the Scyocurkas “ha[d] not met their burden of
demonstrating likelihood of success on the merits,” because there was insufficient evidence that an
enforceable agreement existed between GEE and KeyBank, which obligated KeyBank to provide $70
to $80 million in financing to GEE for the development of solar projects. (Id. at 15.) Referencing an
affidavit from Christopher, the court observed that GEE was in a precarious business position, and
it did not appear the injunction, if granted, would enable GEE to return to solvency. (Id. at 15-16.)
After the court denied the motion for preliminary injunction, GEE and the Scyocurkas sought
leave to amend their complaint to add new claims related to KeyBank financing for a specific solar
project unconnected with the sale-leaseback model. On September 21, 2020, the court granted the
motion to file an amended complaint and, in the same order, dismissed the claims premised on
KeyBank’s alleged breach of an agreement to provide GEE with $70 to $80 million in financing for
solar projects using the sale-leaseback model. (19-cv-30123-MGM, 9/21/2020 Order, Dkt. No. 78.)
KeyBank filed a separate action against GEE, the Scyocurkas, and Green Earth Wamogo, LLC, the
entity created for the one project financed using the sale-leaseback model. (20-cv-11984-MGM,
Compl., Dkt. 1.) In that action, KeyBank sought to recover amounts owed by Grean Earth and the
Scyocurkas pursuant to written loan agreements between the parties. The 2019 and 2020 actions were
later consolidated. (19-cv-30123-MGM, 6/30/2021 Order, Dkt. No. 104.)
Shortly after KeyBank filed the 2020 action, it moved for appointment of a receiver “to take
custody and control of the operation, management, income, property . . . and assets” of Green Earth,
citing representations made a year earlier in the 2019 action regarding GEE’s precarious financial
position. (20-cv-11984-MGM, Mot. App’t. Rec’r, Dkt. No. 20.) Counsel for the Scyocurkas opposed
the appointment of the receiver, observing that GEE had not filed for bankruptcy in the year since
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Christopher had described GEE’s financial difficulties and noting that KeyBank had not alleged GEE
“ha[d] engaged in any type of fraud, or . . . made any attempt to sell or damage the collateral property.”
(20-cv-11984-MGM, Opp. Mot. App’t. Rec’r, Dkt. No. 25 at 7.) After extensive briefing and
argument, the court appointed Stephen Darr as the permanent receiver for Green Earth and granted
him exclusive authority and control over Green Earth, except that the Scyocurkas retained authority
over GEE’s interest in the ongoing litigation with KeyBank. (19-cv-30123-MGM, Order App’t Rec’r,
Dkt. No. 113 at 1-2.) The order appointing Darr directed him to “operate, manage and administer
[Green Earth] in a commercially reasonable manner, with the intent to maximize the value of [Green
Earth].” (Id. at 2.) He was specifically authorized to “[t]ake any action which could be taken by the
officers, directors, managers, members, shareholders, partners, trustees or other principals of [Green
Earth].” (Id. at 5, ¶ O.) Though KeyBank, as Green Earth’s only creditor, was likely to benefit from
the receiver’s efforts,3 Darr was appointed to act solely on behalf of GEE.
The Scyocurkas appealed the order appointing the receiver and sought a stay of the order,
asserting, in part, that GEE “w[ould] be irreparably harmed without a stay” because the receiver
intended to “sell off all of Green Earth’s assets and leave it without any way to continue operating as
a going business concern.” (19-cv-30123-MGM, Mot. Stay Order, Dkt. No. 122 at 4.) Ten days later,
Darr filed his first status report as Green Earth’s receiver and informed the court that GEE had
“wound down in 2019 and 2020,” Christopher was the only remaining GEE employee, GEE assets
had been sold to a related entity, and “no ordinary course business activity was being conducted” by
GEE. (19-cv-30123-MGM, Rec’r Prelim. Status Rep., Dkt. No. 128 at 2.) Darr filed this action about
10 months later, while GEE, the Scyokurkas, and KeyBank continued litigating the claims in the
consolidated action. (Compl., Dkt. No. 1.) In March 2024, the court granted KeyBank’s motion for
3 KeyBank is GEE’s only creditor, and as receiver, Darr is permitted to remit available income to KeyBank to
be applied against amounts GEE owed to KeyBank. (19-cv-30123-MGM, Order App’t Rec’r, Dkt. No. 113 at
6.)
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summary judgment in the consolidated action on all claims based on the application of unambiguous
language contained in written loan agreements. (19-cv-30123-MGM, 3/29/2024 Order, Dkt. No.
309.) Several months later, the Receiver filed his motion for summary judgment in this case.
III. SUMMARY JUDGMENT STANDARD
“The function of summary judgment is ‘to pierce the pleadings and to assess the proof in
order to see whether there is a genuine need for trial.’” Burt v. Bd. of Trs. of Univ. of R.I., 84 F.4th 42,
59 (1st Cir. 2023) (quoting Garside v. Osco Drug, Inc., 895 F.2d 46, 50 (1st Cir. 1990)). “Summary
judgment is appropriate ‘if the movant shows that there is no genuine dispute as to any material fact
and the movant is entitled to judgment as a matter of law.’” Bellone v. Southwick-Tolland Reg’l Sch. Dist.,
748 F.3d 418, 422 (1st Cir. 2014) (quoting Fed. R. Civ. P. 56(a)). “[I]f there is a genuine dispute of a
material fact, that dispute would ‘need[] to be resolved by a trier of fact.’” Doe v. Trs. of Bos. Coll., 892
F.3d 67, 79 (1st Cir. 2018) (quoting Kelley v. LaForce, 288 F.3d 1, 9 (1st Cir. 2002) (second alteration in
original)). “Facts are material when they have the ‘potential to affect the outcome of the suit under
the applicable law,’” and disputes are genuine when a reasonable jury considering the evidence “‘could
resolve the point in the favor of the non-moving party.’” Cherkaoui v. City of Quincy, 877 F.3d 14, 23-
24 (1st Cir. 2017), abrogated on other grounds by Walsh v. HNTB Corp., _ F.4th _ (1st Cir. 2026), (quoting
Sánchez v. Alvarado, 101 F.3d 223, 227 (1st Cir. 1996)). The court must construe “the record evidence
in the light most favorable to the nonmoving party.” Benoit v. Tech. Mfg. Corp., 331 F.3d 166, 173 (1st
Cir. 2003). All reasonable inferences must be drawn in favor of the non-moving party, but the court
does not “draw unreasonable inferences or credit bald assertions, empty conclusions, rank conjecture,
or vitriolic invective.” Cherkaoui, 877 F.3d at 23 (internal quotations omitted) (emphasis in original).
The court “may consider only evidence that would be admissible at trial.” Klauber v. VMware,
Inc., 80 F.4th 1, 7 (1st Cir. 2023). In the District of Massachusetts, the presentation of such evidence
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is governed by Local Rule 56.1, which provides that “[m]otions for summary judgment shall include
a concise statement of the material facts of record as to which the moving party contends there is no
genuine issue to be tried, with page references to affidavits, depositions and other documentation.”
D. Mass. L.R. 56.1. Properly supported facts set forth by the moving party and not placed into dispute
by record evidence cited by the opposing party are deemed admitted for purposes of the summary
judgment motion. D. Mass. L.R. 56.1; see also Fed. R. Civ. P. 56(e)(2) (“If a party fails to properly
support an assertion of fact or fails to properly address another party’s assertion of fact as required by
Rule 56(c), the court may . . . consider the fact undisputed for purposes of the motion . . . .”). Once
established, undisputed facts must be viewed “in the light most favorable to the non-moving party,”
and the court must “draw all reasonable inferences in [the non-moving party’s] favor.” Carlson v. Univ.
of New England, 899 F.3d 36, 43 (1st Cir. 2018).
“The fact that the parties have filed cross motions . . . does not alter these general standards.”
Gibson Found., Inc. v. Norris, 88 F.4th 1, 5 (1st Cir. 2023). Each party’s motion is reviewed
“independently, viewing the facts and drawing inferences as required by the applicable standard.” Id.
However, the task of assembling a single set of undisputed facts is complicated when each party relies
on the same properly supported statement of material fact to support their motion and oppose the
cross-motion, rather than provide a paragraph-by-paragraph rebuttal to the other party’s statement
that identifies specific citations to contrary evidence. In such cases, it can be difficult to untangle
whether summary judgment is appropriate, because the parties’ only disagreement concerns the way
the law applies to a set of uncontested facts, or whether summary judgment cannot be granted, because
important facts must first be determined by a factfinder able to assess credibility and weigh admissible
evidence.
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IV. UNDISPUTED FACTS
Consistent with the requirements of Local Rule 56.1, both parties filed a statement of material
fact listing facts in numbered paragraphs with supporting citations to specific pages of affidavits and
other documents. (Dkt. Nos. 57, 65.) As neither party filed a response to the other party’s statement
that met the requirements of Local Rule 56.1,4 the court considers properly supported facts appearing
in either party’s statement of facts to be undisputed, unless contradicted by a properly supported fact
appearing in the opposing party’s statement of material fact.
At the outset, the court notes that important financial information is omitted from this
summary of undisputed facts because genuine disputes exist regarding these details. For example, the
parties do not agree about when GEE became insolvent. Citing an expert report, the Receiver states
that GEE “was insolvent as of January 17, 2018 and at all times thereafter,” but he does not supply
any facts underlying that conclusion, such as the value of GEE’s assets and liabilities as of that date
or any future date. (Dkt. 57, Pl.’s 56.1 Stmt. at 25.) Defendants dispute the claim, citing evidence that
GEE’s assets exceeded its liabilities at the end of 2018 and during 2019. There are also factual disputes
about the correct characterization of transactions the Receiver describes as personal expenditures or
loans to stockholders. While the amounts and recipients of the transactions are largely undisputed,
Christopher contends the expenses were consistent with reasonable business purposes (Dkt. No. 68,
C. Scyocurka Aff., ¶ 104), and the Receiver incorrectly reclassified payments made prior to the
inception of the receivership on July 26, 2021 (Dkt. No. 68, ¶¶ 36, 103, 105). The Receiver points to
an absence of corroborating documentation to support Christopher’s statements, but the absence of
4 Plaintiff did not file a response to Defendants’ statement of material facts. Defendants did file a paragraph-
by-paragraph response to Plaintiff’s statement of material facts in which they labeled many facts as disputed;
however, only one such label was supported by a specific citation to evidence in the record. See D. Mass. L.R.
56.1.
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such evidence, though relevant to credibility and weight, does not provide a basis for this court to
disregard Christopher’s testimonial statements at this stage.
A. GEE Operations Prior to 2017
GEE is a closely-held Massachusetts corporation. Christopher holds a sixty percent interest in
GEE and Paige holds a forty percent interest in GEE. The Scyocurkas hold all offices and are the
only members of GEE’s board of directors. They claim to have funded GEE with more than $500,000
from their personal assets. Specifically, there is a $317,493 stockholder loan recorded on GEE’s 2012
balance sheet. Christopher also contends that he contributed several thousand dollars that were not
properly recorded in GEE’s financial records.
The Scyocurkas began operating GEE from their home at 208 Shaker Road, Longmeadow,
Massachusetts in 2007. Beginning in 2012, GEE paid the Scyocurkas rent for use of space in their
Shaker Road home. During this period, the Scyocurkas formed Marine and approved the transfer of
$650,000 from GEE to Marine for the purchase of a yacht. GEE used the yacht for business and
marketing purposes. Meetings with vendors, lenders, and employees were held on the yacht and the
yacht was adorned with GEE branding.
Both Christopher and Paige worked for GEE and drew salaries for their work. GEE also
employed other members of the Scyocurka family. Their daughter, Taylor, started working for GEE
in 2013. Initially she was an administrative assistant for her parents. Over time she took on additional
responsibilities and was given the title of Vice President. From 2016 through 2019, Christopher’s
brother Todd was employed as GEE’s Chief Financial Officer. His daughter, Laura Scyocurka, also
worked for GEE, as did Christopher’s brother, Gregory Scyocurka, and Gregory’s wife, Anne
Scyokurka. During this time, GEE leased office space in East Windsor, Connecticut, and most of its
employees relocated to the East Windsor offices. Christopher, and later Todd, continued to work
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primarily from the Shaker Road home and GEE continued to host business meetings and other
corporate events at the home.
GEE’s main business was designing, constructing, and operating solar systems that used
photovoltaic panels to generate electricity and were interconnected to the electric grid. Residential and
commercial property owners purchased solar systems, obtaining their own financing if needed. In
addition to owning the components of their systems, customers also owned the electricity produced
and all tax benefits and other incentives generated by the systems.
Around 2016, GEE decided to expand its business model to serve customers unable or
unwilling to finance the full cost of a solar system. Rather than pay upfront to purchase a solar system,
property owners could lease roof, or other spaces, to GEE and it would design, finance, install, and
operate a solar system on the property. The property owners would pay for the system over time by
purchasing the electricity generated. As the system owner, GEE would receive the tax benefits and
other incentives. The new business model increased GEE’s pool of potential customers, but it did not
provide sufficient short-term income to pay the costs of designing and installing the systems. In
December 2016, Christopher and Todd met with KeyBank employes to discuss options for financing
GEE’s new business model. Around this time, the Scyocurkas provided extensive and detailed
financial information to KeyBank. This included GEE’s financial statements and the Scyocurkas’s
personal tax return for 2015.
B. Green Earth Operations 2017 Through 2018
GEE and KeyBank executed a set of loan agreements in May 2017. These included a Business
Loan Agreement, the terms of which applied to all loans made by KeyBank to GEE, and two
promissory notes, one for a “Working Capital Line of Credit” and another for a “Master Security
Agreement.” GEE initially borrowed $2.5 million under the Working Capital Line of Credit. Between
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2017 and early 2019, KeyBank agreed to increase the amount GEE could borrow under the Working
Capital Line of Credit. The Master Security Agreement provided a framework for GEE to borrow
money to fund construction of specific solar projects. At the beginning of a project, KeyBank would
issue a construction loan and a date was set for completion of the projection. Upon completion, GEE
had the option to either repay the construction loan or execute a separate promissory note secured by
the completed project. GEE completed fourteen solar projects with financing governed by the Master
Security Agreement. These projects are owned by GEE and generate income. KeyBank also disbursed
construction funds for two projects that were not completed on time. By the summer of 2018,
KeyBank had disbursed more than $11 million under the Master Security Agreement.
In April 2018, KeyBank and GEE began discussing a new financing structure, the sale-
leaseback model. Under the sale-leaseback model, GEE would continue to market, design, install, and
operate solar systems on leased properties, but after a solar system was complete and interconnected,
KeyBank would purchase the system, including all associated tax benefits and incentives. KeyBank
would then lease the system back to GEE, which would use revenue from electricity sales to make
lease payments. Although KeyBank and GEE did not have a written agreement defining the scope or
terms for projects to be financed using the sale-leaseback model, Christopher contends GEE spent
approximately $6 million preparing for a high volume of new projects that it expected to finance using
the sale-leaseback model.
KeyBank and GEE agreed to use the sale-leaseback financing model for one solar project in
Wamogo, Connecticut. The Scyocurkas created Green Earth Wamogo, LLC (“GEW”) to operate the
project and make monthly lease payments to KeyBank. As with GEE, Christopher owns 60% of
GEW, and Paige owns 40%. Christopher expected that after the financing for the Wamogo project
was completed in September 2018, KeyBank would provide similar financing for GEE projects, but
KeyBank did not do so. Around the same time, delays by the Commonwealth of Massachusetts
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prevented GEE from completing a solar project funded under the Master Security Agreement. On
October 21, 2018, GEE informed KeyBank that it would need to borrow an additional $1 million to
meet upcoming operational expenses. KeyBank informed GEE that it would not fund new solar
projects unless GEE improved its cash situation.
C. Green Earth and Roofing Operations 2019 Through 2020
In January 2019, KeyBank informed GEE that it would no longer lend GEE money for new
projects and that it was focused on completion of the two unfinished solar projects. That same month,
the Scyocurkas loaned Taylor $800,000 to fund Roofing. On or before February 15, 2019, Roofing
paid $138,000 to purchase certain personal property from GEE. In March or April 2019, Taylor used
a $354,000 distribution from Roofing to repay the loan from her parents.
Taylor formed Roofing in 2016 and is its sole member. In 2016, Taylor and some GEE
employees sought certification to install a proprietary roofing product. Afterwards, Taylor, acting
through Roofing, submitted unsuccessful bids for a number of public roofing projects. Between 2016
and the end of 2019, Roofing had no employees and total gross revenue of $2,000.
KeyBank issued a notice of default to GEE on May 29, 2019. GEE continued making required
interest payments to KeyBank until the Scyocurkas and GEE filed their complaint against KeyBank.
On December 31, 2019, just weeks after GEE argued that ongoing relief from interest payments
would enable it to continue operating, and before the court issued a ruling on the pending motion for
preliminary injunction, GEE laid off all its employees except Christopher, Todd, Paige, and GEE’s
Master Electrician, Bryan Menard. By February 2020, Christopher was GEE’s only employee.5
5 Menard briefly became an employee of Roofing before being rehired by GEE later in 2020. Around December 2020,
Menard returned to Roofing and was employed by Roofing until September 2022.
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Nonetheless, GEE continued to lease office space in East Windsor, Connecticut and pay rent to the
Scyocurkas for use of the Shaker Road home.
As GEE’s sole employee, Christopher generated income for GEE by selling new solar
projects, but all other work previously done by GEE employees was conducted by Roofing pursuant
to three contracts. Roofing employees completed administrative tasks; performed operations,
reporting, monitoring, and maintenance work; and designed and installed solar systems sold by
Christopher. GEE paid Roofing $305,000 upon commencement of the contract under which Roofing
agreed to provide GEE with engineering, procurement, and construction services. Roofing also
received initial deposits for administrative and management work.
In early 2020, Roofing hired approximately thirty former GEE employees, including Paige,
Todd, Laura Scyocurka, and Gregory Scyocurka. Roofing leased office space in the same East Windsor
building where GEE leased office space. A lease for a commercial property in Ludlow Mills was
changed so that Roofing replaced GEE as the lessee. Roofing also began using multiple vehicles
owned and insured by GEE. The vehicles were later purchased by Roofing, but for approximately
eleven months, Roofing used the vehicles without making any payments to GEE. Roofing also began
using equipment owned by GEE in early 2020, approximately a year before purchasing the equipment
from GEE for $139,782. During 2020, Roofing engaged in the same type of business GEE carried
out in 2019. At the end of 2020, Roofing had a net profit of about $1 million.
V. DISCUSSION
A. Breach of Fiduciary Duty
The Receiver contends the Scyocurkas owed duties of good faith, loyalty, and care to Green
Earth, and, aided and abetted by Taylor and Todd, breached those duties by approving expenditures
that benefitted themselves or family members and did not serve Green Earth’s business interests. He
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argues GEE is entitled to summary judgment because undisputed facts establish the Scyocurkas
impaired GEE’s ability to repay its creditors by (1) extracting $1,668,836.17 in value from GEE in the
form of improvements to their personal assets or shareholder loans that have not been repaid and (2)
by approving GEE’s payment of $1,719,204.26 in personal expenses between January 1, 2018 and July
26, 2021. Defendants counter that they are entitled to summary judgment on these claims because, as
the only owners of Green Earth, the Scyocurkas owed fiduciary duties to each other, but did not owe
any fiduciary duties directly to Green Earth. Alternatively, they contest the Receiver’s categorization
of the transactions and his claim that the payments harmed Green Earth.6
GEE is a closely-held Massachusetts corporation, and a corporation, whether or not closely-
held, “is an independent legal entity, separate and distinct from its shareholders, officers, and
employees.”7 Spaneas v. Travelers Indem. Co., 668 N.E.2d 325, 326 (Mass. 1996). The actions of a
corporation must, of course, be directed by one or more individuals, and “the general rule of
6 Defendants have also argued that the pending action doctrine and the in pari delicto doctrine foreclose the
Receiver’s claims against the Scyocuras. These arguments are entirely without merit.
The pending action doctrine is inapplicable here because the parties and claims at issue in the consolidated
action are not identical to the parties and claims in this action. Quality One Wireless, LLC v. Goldie Grp., LLC,
37 F. Supp. 3d 536, 540 (D. Mass. 2014) (“Under the prior-pending-action doctrine, ‘the pendency of a prior
action, in a court of competent jurisdiction, between the same parties, predicated upon the same cause of
action and growing out of the same transaction, and in which identical relief is sought, constitutes good
ground for abatement of the later suit.’”(quoting O’Reilly v. Curtis Pub. Co., 31 F. Supp. 364, 364-65 (D. Mass.
1940))).
“The doctrine of in pari delicto bars a plaintiff who has participated in wrongdoing from recovering damages
for loss resulting from the wrongdoing.” Choquette v. Isacoff, 836 N.E.2d 329, 332 (Mass. App. Ct. 2005). Here,
the Receiver has brought an action on behalf of a corporation, GEE, to recover losses that allegedly stem
from fraudulent transactions taken solely for the personal benefit of the individuals who controlled the
corporation before the Receiver was appointed. The only claims are brought by the corporation, acting
through the Receiver, directly against those alleged to have obtained improper personal benefits from the
corporation; no other parties are involved. Compare Fine v. Sovereign Bank, 634 F. Supp. 2d 126, 138-39 (D.
Mass. 2008) (applying in pari delicto defense to prevent a receiver acting on behalf of a corporation from
seeking damages from a bank for a fraud carried out by the corporation through its sole director and
shareholder.)
7 The Receiver asserts these claims on behalf of both GEE and GEW; however, as GEW is not a
corporation, the court analyzes this claim as though it is asserted solely by GEE.
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Massachusetts corporate law is that a director of a Massachusetts corporation owes a fiduciary duty
to the corporation itself.” Int’l Bhd. of Elec. Workers Loc. No. 129 Benefit Fund v. Tucci, 70 N.E.3d 918,
926 (Mass. 2017). This fiduciary duty requires directors to act with “‘reasonable intelligence’ in the
oversight of corporate business.” Blackstone v. Cashman, 860 N.E.2d 7, 17 (Mass. 2007). Claims for
breach of this duty belong to the corporation, not individual shareholders. Bessette v. Bessette, 434
N.E.2d 206, 207-08 (Mass. 1982) (“It is a basic principle of corporate law that if a majority shareholder
receives corporate cash distributions and salary in excess of the reasonable value of services rendered,
the right to recover the overpayments belongs to the corporation.”). “[C]orporations have the power
to sue,” and, typically, “the power to decide whether the corporation should sue is vested in either the
board of directors or the stockholders.”8 Houle v. Low, 556 N.E.2d 51, 57 (Mass. 1990) (emphasis
removed). The court gave this power to the Receiver when it granted him authority to “[t]ake any
action which could be taken by the officers, directors, managers, members, shareholders, partners,
trustees or other principals of [Green Earth].” (19-cv-30123-MGM, Order App’ting Rec’r, Dkt. No.
113 at 5, ¶ O.)
A plaintiff must establish four elements to prevail on a claim for breach of fiduciary duty: “(1)
the existence of a fiduciary duty; (2) breach of that duty; (3) damages; and (4) a causal connection
between breach of the duty and the damages.” Baker v. Wilmer Cutler Pickering Hale & Dorr LLP, 81
N.E.3d 782, 789 (Mass. 2017). If a factfinder presented with the undisputed facts would be required
to find that each of these elements is satisfied, the Receiver is entitled to summary judgment.
Alternatively, Defendants are entitled to summary judgment if the undisputed facts would preclude a
factfinder from finding at least one of these elements. Finally, summary judgment cannot be granted
8 In Donahue v. Rodd Electrotype Co. of New England, the Massachusetts Supreme Judicial Court held that
shareholders of close corporations “owe one another substantially the same fiduciary duty in the operation of
the enterprise that partners owe to one another.” 328 N.E.2d 505, 515 (Mass. 1975). This is an independent,
fiduciary duty for shareholders in close corporations that does not replace the fiduciary duties directors owe
to the corporation. Tucci, 70 N.E.3d at 926; see also Mass. Gen. Laws c. 156D, § 8.30.
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if a factfinder must resolve one or more factual disputes before the court can determine whether the
elements are met (or cannot be met).
The Scyocurkas were the sole directors and shareholders of GEE, and that undisputed fact
suffices to establish the first element. Although the amounts and recipients of payments made by
GEE is not disputed, the benefits conferred by the payments are contested. The Receiver claims the
expenditures were made solely for the Scyocurkas’s personal benefit. Defendants dispute that
classification, and contend that the payments were consistent GEE’s business interests and the
Scyocurkas acted in good faith when they approved the expenses. On their face, most, if not all, of
the payments provided personal benefits to the Scyocurkas or their family members. Such transactions
are properly subjected to “vigorous scrutiny” and the burden is on the directors who approved the
transactions to prove they were undertaken in good faith and inherently fair to the corporation. Crowley
v. Comms. For Hospitals, Inc., 573 N.E.2d 996, 1000 (Mass. App. Ct. 1991). At the same time, whether
any specific expenditure was reasonable is a question of fact that must be answered after considering
the “quantity and quality of the services” rendered to the corporation, as well as the corporation’s
growth and profitability. Rubin v. Murray, 943 N.E.2d 949, 961-62 (Mass. App. Ct. 2011). Given the
record presented by the parties, this determination must be left to a factfinder able to weigh conflicting
evidence and assess credibility.
Factual disputes also preclude the court from reaching any conclusions about the third and
fourth elements, damages and the causal connection between the breach and damages.
Understandably, the Receiver takes the position that, as early as January 2018, improper personal
expenditures deprived GEE of assets needed to service its debt and contributed to its eventual
insolvency. On the other hand, the Scyocurkas claim the expenditures would not have caused GEE
any harm if, during the second half of 2018, KeyBank had provided GEE with the amount and type
of financing anticipated by the Scyocurkas. The court recognizes that the body of undisputed facts
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supports applying greater scrutiny to expenditures made after KeyBank informed GEE that it would
not continue providing financing for new solar projects. However, the court is unable to draw
conclusions about payments made during more limited periods because the Receiver has provided
only aggregate expenses for the entire period from January 1, 2018 through July 26, 2021.
As to the aiding and abetting claims, the first of the three required elements is the existence of
a breach of fiduciary duty. Baker, 81 N.E.3d at 847 (“The elements of the tort of aiding and abetting
a breach of fiduciary duty are: (1) there must be a breach of fiduciary duty; (2) the defendants must
know of the breach; and (3) the defendants must have actively participated or substantially assisted in
or encouraged the breach to such a degree that they could not reasonably have been acting in good
faith.”). Since summary judgment cannot be entered on the Receiver’s claim that the Scyocurkas
breached their fiduciary duties to GEE (Count I), the court also cannot enter judgment on the claim
that Taylor and Todd aided and abetted such a breach (Count IX).
B. Uniform Fraudulent Transfer Act
The UFTA “provides a means by which a creditor may avoid transfers intended to frustrate
the creditor’s claims.” Bakwin v. Mardirosian, 6 N.E.3d 1078, 1084 (Mass. 2014). A creditor is defined
as “a person who has a claim,” a debtor is “a person who is liable on a claim,” persons include
corporations, and a claim is “a right to payment, whether or not the right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured.” Mass. Gen. Laws ch. 109A, § 2. “The statute does not create new claims, nor
does it contemplate placing the creditor in a more favorable position than would have existed without
the fraudulent transfer.” Bakwin, 6 N.E.3d at 1084. “[A] range of possible remedies and forms of
judgment [can] be entered against a fraudulent transferor or transferee in order to aid a creditor in
obtaining repayment of a debt.” Id.
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Whether a transfer is fraudulent depends on several factors, including whether the debtor
made the transfer before or after the creditor’s claim arose. Mass. Gen. Laws ch. 109A, §§ 5 and 6.
Under § 5(a)(1) of the UFTA, a transfer made by a debtor “with actual intent to hinder, delay, or
defraud any creditor of the debtor” is “fraudulent as to a creditor, whether the creditor’s claim arose
before or after the transfer was made.” Id. at § 5(a). A claim brought pursuant to § 5(a)(1) is
extinguished unless brought “within four years after the transfer was made or the obligation was
incurred or, if later, within one year after the transfer or obligation could reasonably have been
discovered by the claimant.” Id. at § 10(a). Transfers, whether made before or after a creditor’s claim
arose, are also fraudulent if the debtor made the transfer “without receiving a reasonably equivalent
value in exchange,” and either (1) “was engaged or was about to engage in a business or transactions
for which the remaining assets of the debtor were unreasonably small in relation to the business or
transaction;” or (2) “intended to incur, or believed or reasonably should have believed that he would
incur, debts beyond his ability to pay as they became due.” Id. at § 5(a)(2). Under § 6(a) of the UFTA,
a transfer is “fraudulent as to a creditor whose claim arose before the transfer was made” if the transfer
was made by a debtor who did not receive a reasonably equivalent value in exchange and the debtor
was either insolvent at the time of the transfer or the transfer caused the debtor to become insolvent.
“A debtor is insolvent if the sum of the debtor’s debts is greater than all of the debtor’s assets, at a
fair valuation,” and “[a] debtor who is generally not paying his debts as they become due is presumed
to be insolvent.” Id. at § 3. Claims brought under either § 5(a)(2) or § 6(a) of the UFTA are extinguished
unless brought “within four years after the transfer was made.” Id. § 10(b). Finally, a transfer is
fraudulent under the UFTA as to a claim arising before the transfer, if the transfer was made “to an
insider for an antecedent debt,” the debtor was insolvent at the time, and “the insider had reasonable
cause to believe that the debtor was insolvent.” Id. at § 6(b). Claims asserted pursuant to § 6(b) are
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extinguished unless brought “within one year after the transfer was made or the obligation was
incurred.” Id. at § 10(c).
The Receiver has invoked the UFTA to avoid transfers GEE made to the Scyocurkas, their
family members, Marine, and Roofing, and recover the value of those transfers from GEE insiders:
the Scyocurkas, Taylor, Marine, and Roofing. He does not seek summary judgment on the claims
brought under § 5 of the UFTA (Counts II, VII, X, and XII), but argues the undisputed facts are
sufficient to support summary judgment on the UFTA claims brought under § 6 (Counts III, VIII,
XI, and XIII). Specifically, he contends it is beyond dispute that GEE did not receive reasonably
equivalent value in exchange for the transfers, and either was insolvent when the transfers were made
or became insolvent because of the transfers. Defendants contend they are entitled to summary
judgment because the Receiver’s claims are untimely as to any transfer that occurred prior to June 1,
2018. They also contend the undisputed facts are consistent with an entirely different explanation. In
their version of events, the Scyocurkas, Taylor, and others put in extremely long hours to build GEE
into a successful company. GEE profited from those efforts and made a reasonable business decision
to support such intensive efforts by paying related costs. The expenses were reasonable when
considered within the context of GEE’s past and anticipated growth, and did not significantly
contribute to GEE’s eventual insolvency, which was caused by KeyBank’s unforeseen decision to stop
financing new GEE solar projects.
The court turns first to Defendants’ contention that summary judgment should enter in their
favor as to any transfers GEE made prior to June 1, 2018, the date four years prior to the filing of
this action on June 1, 2022. As noted above, the applicable statute of limitations for UFTA claims
varies depending on the subsection under which the claim is asserted: A four-year statute of limitations
for claims brought under § 5 and § 6(a); a shorter one-year limitations period applies to claims brought
under § 6(b); and the four-year period is extended for claims brought under § 5(a) until the end of the
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first year after the claimant discovered, or reasonably could have discovered, the fraudulent transfer.
Mass. Gen. Laws 109A; § 10. The Receiver argues the UFTA limitations periods were tolled by the
adverse domination doctrine. Since 2006, Massachusetts has recognized the doctrine of adverse
domination as a form of equitable tolling applicable to claims brought on behalf of a corporation
when “the plaintiff can show the absence of any corporate director or shareholder who had actual
knowledge of the alleged wrongdoing and the ability (and motivation) to sue the wrongdoers on behalf
of the corporation.” Aiello v. Aiello, 852 N.E.2d 68, 72 (Mass. 2006). As the Scyocurkas are GEE’s
only shareholders and directors, the court finds the adverse domination doctrine applies and the
applicable limitations periods did not begin to run until after the Receiver was appointed on July 26,
2021.
Turning to the alleged fraudulent transfers, the same factual disputes discussed above
regarding the interests served by the expenditures and GEE’s financial condition during 2018 and
2019 foreclose summary judgment on to the UFTA claims. The Receiver has categorized the contested
transfers as shareholder loans or personal expenditures made solely for the Scyocurkas benefit and
providing no benefit to GEE’s business, while Christopher contends the amounts expended were
reasonable and furthered legitimate business purposes. Only a factfinder, tasked with assessing
credibility and weighing evidence, can determine whether GEE received reasonably equivalent value
in exchange for any of the transfers, and at what point GEE became insolvent for purposes of the
UFTA. Accordingly, summary judgment is denied as to all of claims brought under the USFTA
(Counts II, III, VII, VIII, X, XI, XII, and XIII).9
9 As framed by the Receiver, GEE is both the debtor and creditor as those terms are defined in the UFTA.
The court expresses some skepticism about the applicability of the UFTA to such a situation. As neither party
has presented argument on this point, the court declines to rely on it as a basis for granting summary
judgment to Defendants on the UFTA claims.
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C. Outstanding Shareholder Debt
The Receiver also seeks summary judgment on his claim that GEE is entitled to repayment of
shareholder loans GEE provided to the Scyocurkas. Defendants have not identified any legal defenses
against the claim, but have placed the amount owed into dispute. As discussed above, Christopher
claims the Receiver has calculated the amount the Scyocurkas owe GEE using inaccurate financial
records. Specifically, he contends (1) the expenses the Receiver has categorized as loans to GEE
shareholders were made for the benefit of GEE, and (2) the Scyocurkas loaned significant sums to
GEE, that were not repaid, and are liable to repay loans from GEE only to the extent the value of
such loans exceeds the amount they loaned to GEE. The court concludes that summary judgment
cannot enter on this claim (Count IV) because there are genuine disputes regarding the amount, if
any, actually owed by the Scyocurkas.
D. Liability for Improper Distributions
Under Massachusetts law, the directors and shareholders of a corporation are “personally
liable to the corporation” for improper distributions to its shareholders approved by the directors or
received by the shareholders. Mass. Gen. Laws c. 156D, § 6.41. Improper distributions include any
distribution
made by a corporation which is a going concern if, after giving it effect,
(1) the corporation would not be able to pay its existing and reasonably foreseeable
debts, liabilities and obligations, whether or not liquidated, matured, asserted or
contingent, as they become due in the usual course of business; or
(2) the corporation’s total assets would be less than the sum of its total liabilities plus,
unless the articles of organization permit otherwise, the amount that would be
needed, if the corporation were to be dissolved at the time of the distribution, to
satisfy the preferential rights upon dissolution of shareholders whose preferential
rights are superior to those receiving the distribution.
Mass. Gen. Laws c. 156D, § 6.40(c).
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As GEE’s only directors and shareholders, the Scyocurkas are personally liable to GEE for
improper distributions. However, even with the existence of a clear legal basis for liability, summary
judgment cannot enter on these claims (Counts V and VI). Genuine factual disputes prevent the court
from crediting either party’s categorization of GEE expenditures or the impact particular
expenditures, especially those made prior to October 2018, had on GEE’s ability to pay its reasonably
foreseeable debts as they became due.
E. Successor or Alter Ego Liability
Finally, the court turns to the Receiver’s claims Roofing is liable to Green Earth either as its
successor-in-interest (Count XIV) or its alter ego (Count XV). Defendants contend the evidence does
not support the high standard that must be met for a court to find a “de factor merger” between GEE
and Roofing or that there was common control of the two entities sufficient to permit the court to
treat them as a single legal entity. The court agrees that the undisputed facts are insufficient to support
the Receiver’s claims for summary judgment. Additionally, after reviewing the cases cited by the
Receiver, the court concludes that summary judgment on these claims should enter in favor of
Roofing. The plaintiffs in Milliken & Co. v. Duro Textiles, LLC, 887 N.E.2d 244 (Mass. 2008), and My
Bread Baking Co. v. Cumberland Farms, Inc., 233 N.E.2d 748 (Mass. 1968), were creditors of one
corporation seeking to recover unsecured debt from a related, but separate business entity. As the
Supreme Judicial Court explained in Milliken, “[t]he public policy underlying the imposition of
successor liability is the fair remuneration of innocent corporate creditors.” 887 N.E.2d at 255. That
policy is not furthered in a case like this where the plaintiff is the corporation that incurred debt, not
an innocent corporate creditor whose efforts to obtain repayment have been frustrated by coordinated
actions taken by the debtor and another entity. Regardless of how much Green Earth owes KeyBank,
the Receiver does not stand in the shoes of Green Earth’s creditor. He acts on behalf of Green Earth
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and can only bring claims that belong to Green Earth. For this reason, the court grants Defendants’
cross-motion for summary judgment as to the successor-in-interest (Count XIV) and alter ego (Count
XV) claims asserted against Roofing.
VI. CONCLUSION
For the reasons discussed above, the Receiver’s motion for summary judgment (Dkt. No. 54)
is DENIED and Defendants’ cross-motion for summary judgment (Dkt. No. 64) is GRANTED as
to Counts XIV and XV, and DENIED as to all other counts. An initial pretrial conference, to be
conducted remotely, is set for April 16, 2026 at 11:30 AM, and a trial date is tentatively set for July 13,
2026.
It is so Ordered.
/s/ Mark G. Mastroianni _
MARK G. MASTROIANNI
United States District Judge
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