NORTHAMPTON — A tangled 3½-year court battle among family members with an interest in one of New England’s largest potato growers has been substantially resolved, with rulings in favor of the Szawlowski companies of Hatfield and their principal owners.

Judge Kenneth Salinger, a Superior Court justice who works for the court’s Business Litigation Session in Boston, recently dismissed the claims of breach of contract and breach of fiduciary duty raised by Joseph Szawlowski against the companies, his uncles Frank and Chester Szawlowski, and four of his cousins.

Salinger previously ruled against Joseph Szawlowski in three lawsuits he brought against the attorneys and legal firms who represented the Szawlowski companies and the individual defendants, and ordered him to pay them a total of $70,000 in attorneys’ fees.

Joseph Szawlowski’s attorney, James Martin of Pullman & Comley in Springfield, said Wednesday his client was evaluating his options in light of the judge’s decision.

Still pending is the original case filed in 2019 by Joseph Szawlowski on behalf of his father, Stanley Szawlowski, accusing the companies and Stanley’s brothers of amending the companies’ shareholder agreement with the aim of devaluing his share of the business.

George Price of the Boston firm Casner & Edwards, who represented all the individual defendants in the case, said the claims in the original lawsuit are substantially the same as those in the amended complaint that was just decided.

However, the case is complicated by another case in Probate Court brought by Frank and Chester Szawlowski challenging Joseph Szawlowski’s appointment as representative of his father’s estate. That case has been in limbo since August, when attorneys for Frank and Chester Szawlowski testified that a medical professional had found that their clients both lacked the mental capacity to provide depositions. A hearing in that case is scheduled for April 27 in Greenfield.

Also pending is a 2019 lawsuit in which the companies accused Joseph Szawlowski of defrauding them while he was an employee — behavior that led to his firing, according to the complaint.

A potato dynasty

The Szawlowski companies, headquartered in Hatfield, consist of Szawlowski Potato Farms, C&F Farms, Szawlowski Realty, J&S Farms and Szawlowski Packers. Colloquially known as Swaz, the farms have 5,000 acres under production in Hampshire and Franklin counties. The business, founded by John Rupert Szawlowski in Northampton in 1910, was run for decades by his grandsons Frank, Chester, John and Stanley. John died in 2016, leaving his three surviving brothers as the owners.

Stanley Szawlowski died in 2020. Following his death, according to the judge’s decision, the companies moved to exercise their right to repurchase his shares and interests in the companies for $4 million, pursuant to the companies’ shareholder stock redemption agreement and equity agreement, which pegged the businesses’ value at $16 million, as well as the 2018 amendment under dispute. Joseph Szawlowski, representing the Stan and Mary Ellen Szawlowski Family Trust, was required to inform the companies within 30 days whether he wanted to accept the payment or seek an independent appraisal of the value of his father’s share of the business.

Joseph Szawlowski, according to the decision, rejected the companies’ offer, claiming it grossly undervalued the trust’s share of the business, but never gave notice of his intent to seek an appraisal. Instead, he sought payment of $5.3 million, other compensation and title to a house on Christian Lane in Whately, among other demands.

The judge ruled that he had waived his right to seek an independent appraisal, and dismissed his claim of breach of contract.

The judge did rule that portions of the 2018 amendment to the shareholder stock redemption agreement were invalid as applied to Stanley Szawlowski’s ownership interests, but he also ruled that neither he nor the trust suffered any harm as a result, and awarded no damages.

Martin said his client was pleased that part of the 2018 amendment was found to be invalid. But he said he disagreed that the companies were still able to exercise their option to repurchase his father’s share, and disagreed that the trust had suffered no harm.

The judge dismissed the claims of breach of fiduciary duty against Frank and Chester Szawlowski because the same claims were raised in the 2019 Hampshire Superior Court case. He also dismissed a slew of complaints concerning the Christian Lane house, and admonished Joseph Szawlowski for making inaccurate statements in court filings on more than one occasion.

“It is troubling that the trustee keeps misrepresenting what happened at prior hearings,” Salinger wrote in a footnote.

Salinger also suggested that the family members try to resolve their differences outside the court.

“This may be an appropriate time for the parties to retain and work with a neutral mediator to explore the possibility of a global settlement of their disputes,” he wrote.

James Pentland can be reached at jpentland@gazettenet.com.]]>