JEFFREY J. UPTON

Jeff has extensive experience advising clients in a broad array of industries including national and local financial institutions, multi-national manufacturers, technology companies, real estate developers, and retailers, wholesalers, and distributors. An experienced strategist and trial attorney, he has tried and won dozens of complex commercial cases in the state and Federal courts, obtaining multiple judgments listed among the ten largest in Massachusetts in the last ten years.  He has litigated numerous disputes involving breaches of contract and business torts; breaches of partnership and shareholder agreements; fiduciary duty claims, including derivative cases; executive compensation disputes; intellectual property rights disputes; unfair competition claims; data security issues; employment matters; fraud claims; significant real estate disputes; construction defect claims; and franchising issues.  Jeff represents major corporations and small family-owned businesses, and their officers and directors, as well as individuals, helping clients successfully resolve deal-related litigation and post-closing disputes.  Jeff also regularly advises clients on risk avoidance strategies in the negotiation and drafting of all manner of agreements, as well as with regard to regulatory and compliance matters outside the context of litigation.

 

Jeff is rated AV Preeminent, the highest possible rating, by Martindale-Hubbell based upon peer reviews, and has been designated a “Massachusetts Super Lawyer” every year since 2010.  As a partner at Jones Day, one of the largest law firms in the world, Jeff represented foreign and domestic Fortune 500 companies in matters around the country and the world.  Jeff has been appointed as a Special Assistant Attorney General by the Governor of Massachusetts, and has won cases before the Massachusetts Supreme Judicial Court and the Appeals Court that have established new law in areas such as successor liability and the rights of minority shareholders.

 

 

PRACTICE AREAS 

 

*  Business Counseling

*  Commercial Litigation

*  Construction

*  Employment Litigation and Counseling

*  Intellectual Property

*  Professional Liability

*  Real Estate Litigation

*  Security/Data Breaches

*  Title IX Investigations

*  Trusts Administration

*  Mediation/Arbitration

 

 

REPRESENTATIVE EXPERIENCE

 

Judgment for plaintiff in a case regarding disputed property rights in the first jury trial conducted in the United States Bankruptcy Court for the District of Massachusetts.

 

Multimillion dollar judgment for plaintiff in precedent setting decision by Supreme Judicial Court establishing parameters of successor liability doctrine in Massachusetts.

 

Judgment for defendants, sellers of business, in a defense of $20 million claim for fraud, breaches of financial representations and warranties in business purchase and sale agreement.

 

Multimillion dollar jury award for plaintiff for intentional interference with stock purchase agreement.

 

Judgment for plaintiff beneficiaries for removal of trustees of $16,000,000 trust.

 

Judgment for defendant trustee in claim by beneficiary for breach of fiduciary duty.

 

Judgment for plaintiff, co-owner of retail camera chain, against co-owner for breach of fiduciary duty and conversion.

 

Judgment for minority shareholder against majority shareholders of retail grocery chain for breach of fiduciary duty, which was upheld on appeal.

 

Judgment for global sports apparel company enforcing non-competition agreement of former executive.

 

Judgment for plaintiff compelling specific performance of stock purchase agreements.

 

Served as a Special Assistant Attorney General for the Commonwealth of Massachusetts in an action to remove two Board Members from the Massachusetts Turnpike Authority.

 

 

REPRESENTATIVE SPEAKING ENGAGEMENTS AND PUBLICATIONS

 

Faculty, "Navigating Tricky Terrain of Closely Held Entity Owners' Disputes" - Massachusetts Continuing Legal Education Business Litigation Conference, January 28, 2015

 

Author, "Pretrial Preparations and Jury Selection" and "Expert Testimony," LexisNexis Practice Guide: Massachusetts Civil Pretrial Practice, 2014 Edition, Lexis/Nexis (2014)

 

Author, "Crafting the Proper Arbitration Clause Can Save Big,” New England In-House Counsel, September 10, 2012

 

Author, “Preventing a ‘CNN Moment,'” New England In-House Counsel, September 27, 2007

 

Author, “Collecting Trade Debt After an Asset Sale:  Is a Successor Liability Claim an Option,” New England In-House Counsel, January 26, 2007

 

 

EDUCATION

 

Boston University School of Law – JD 1988

Articles Editor, International Law Journal

 

Brown University – AB 1984

 

 

QUALIFICATIONS/ADMISSIONS

 

QUALIFICATIONS

 

Commonwealth of Massachusetts

 

COURT ADMISSIONS

 

U.S. District Court for the District of Massachusetts

U.S. Court of Appeals for the First Circuit

 

 

CIVIC ENGAGEMENT

 

Trustee, Old Sturbridge Village

Trustee, National Museum of Printing

Board of Directors, Brown University Club of Boston

City of Cambridge Mayor’s Commission on Unity and Justice