NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule 23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28, as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260 n.4 (2008).
COMMONWEALTH OF MASSACHUSETTS
APPEALS COURT
25-P-844
MAY X. ZHOU
vs.
XINWEI LIN1 & another.2
MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
The defendants appeal from an order of a single justice of
this court denying their motion for a stay pending appeal
pursuant to Mass. R. A. P. 6, as appearing in 494 Mass. 1601
(2024). The single justice denied the motion on the ground that
the defendants failed to demonstrate a likelihood of success on
the merits. Discerning no abuse of discretion in that
determination, we affirm.
1. Background. The underlying case arose from a dispute
about control of KnowledgeLink Group, Inc. (KnowledgeLink), a
1 Also known as Christine Lin.
2 Jianxin Gao, also known as Steven Gao. company formed by the parties in 2013. The plaintiff was the
chief executive officer and president of KnowledgeLink and was
effectively performing the role of its chief operating officer
until 2018, when the defendants terminated her employment and
removed her from KnowledgeLink's board of directors. A few
weeks after her termination, the plaintiff brought the
underlying suit against the defendants asserting breach of
fiduciary duty, among other claims.3 On April 9, 2025, following
a twenty-four day bench trial, a Superior Court judge ruled in
the plaintiff's favor on her breach of fiduciary duty claim and
several other claims, awarded her a total of $3,520,000 in
damages, and ordered that the defendants reinstate her within
sixty days as president, chief executive officer, and chief
operating officer of KnowledgeLink "with all the usual and
customary rights and obligations of those positions and a
commensurate salary."
The defendants then moved on an emergency basis for
reconsideration of the reinstatement order or alternatively to
stay it pending appeal. On May 9, 2025, the judge denied the
motion but extended the deadline for compliance to July 9, 2025.
A month later the defendants filed both (1) a notice of appeal
3 This was one of several related lawsuits concerning the events surrounding the plaintiff's termination. The cases were consolidated for decision in the Superior Court.
2 under "G. L. c. 231, § 118 (Second Paragraph) . . . from all
preliminary injunction[s] granted in the" May 9, 2025 order, and
(2) a petition under "G. L. c. 231, § 118 (first paragraph)" for
"interlocutory relief from the May 9, 2025 order" or, in the
alternative, for a stay of the reinstatement order "pursuant to
Mass. R. A. P. 6 pending all appellate proceedings." On July 7,
2025, the single justice denied all relief requested in the
latter filing. Specifically, the single justice dismissed "the
petition portion" of the filing on the ground that relief under
G. L. c. 231, § 118, first par., was not available because final
judgment had already entered,4 and denied the alternative request
for a stay pending appeal on the ground that the defendants had
not shown a likelihood of success on the merits. Later the same
day, the defendants filed a notice of appeal from the single
justice's order, which is the appeal before us.
2. Jurisdiction. At the outset we must address the
plaintiff's contention that we lack jurisdiction over the
appeal. There is no question that to the extent the single
justice denied relief under G. L. c. 231, § 118, first par.,
that part of his order was not appealable. See McMenimen v.
Passatempo, 452 Mass. 178, 189 (2008). His denial of a stay
pending appeal was, however, appealable as a matter of right "to
4 In fact, final judgment had not entered.
3 the appellate court in which the appeal is being taken."
Mass. R. A. P. 6 (i). The plaintiff is incorrect that there is
no pending appeal that could have provided the jurisdictional
basis for the single justice to consider a request for a stay.
As noted, the defendants appealed from the judge's May 9, 2025
order under the second paragraph of G. L. c. 231, § 118; they
were entitled to pursue that appeal, which has since been
docketed in this court as no. 25-P-1107,5 notwithstanding the
fact that they had also sought relief from the single justice
under the first paragraph. See Ashford v. Massachusetts Bay
Transp. Auth., 421 Mass. 563, 567 (1995); Packaging Indus.
Group, Inc. v. Cheney, 380 Mass. 609, 614 (1980). While it may
have been unusual for the defendants to seek a stay of the
reinstatement order pending a panel's decision whether to stay
the same order, we see no jurisdictional impediment to their
doing so.
We also are unpersuaded by the plaintiff's argument that
the appeal is moot because the defendants have since complied
with the reinstatement order. As the defendants observe, the
order places ongoing conditions on the plaintiff's employment in
that it requires the defendants to allow her to exercise "all
5 Not until after oral argument in this appeal did the defendants file a motion to consolidate the appeals, which we denied. We express no view on the propriety or merits of the other appeal.
4 the usual and customary rights and obligations of [the]
positions" and to pay her "a commensurate salary." We think
this is sufficient to give the defendants a stake in the outcome
of the appeal. See Fannie Mae v. Branch, 494 Mass. 343, 347-348
(2024).
3. Merits. We arrive at the issue on appeal: whether the
single justice abused his discretion in concluding that the
defendants failed to demonstrate a likelihood of success on the
merits of their underlying appeal (i.e., the appeal under G. L.
c. 231, § 118, second par., from the judge's May 9, 2025
reinstatement order). The defendants argue that they are likely
to succeed in showing that the reinstatement order was improper
because the plaintiff waived any right to reinstatement by not
raising that issue in the joint pretrial memorandum, in her
proposed findings of facts and conclusions of law, or at trial.
The defendants further argue that, even absent waiver, the
reinstatement order was improper because the judge did not make
any factual findings about whether reinstatement would be
equitable.
The defendants' arguments are not frivolous as the
plaintiff contends.6 But to prevail in this appeal, the
defendants must show that the single justice abused his
6 Accordingly, we deny the plaintiff's request for appellate attorney's fees and double costs.
5 discretion in rejecting their arguments, and an abuse of
discretion occurs only where "the decision falls outside the
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NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule 23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28, as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260 n.4 (2008).
COMMONWEALTH OF MASSACHUSETTS
APPEALS COURT
25-P-844
MAY X. ZHOU
vs.
XINWEI LIN1 & another.2
MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
The defendants appeal from an order of a single justice of
this court denying their motion for a stay pending appeal
pursuant to Mass. R. A. P. 6, as appearing in 494 Mass. 1601
(2024). The single justice denied the motion on the ground that
the defendants failed to demonstrate a likelihood of success on
the merits. Discerning no abuse of discretion in that
determination, we affirm.
1. Background. The underlying case arose from a dispute
about control of KnowledgeLink Group, Inc. (KnowledgeLink), a
1 Also known as Christine Lin.
2 Jianxin Gao, also known as Steven Gao. company formed by the parties in 2013. The plaintiff was the
chief executive officer and president of KnowledgeLink and was
effectively performing the role of its chief operating officer
until 2018, when the defendants terminated her employment and
removed her from KnowledgeLink's board of directors. A few
weeks after her termination, the plaintiff brought the
underlying suit against the defendants asserting breach of
fiduciary duty, among other claims.3 On April 9, 2025, following
a twenty-four day bench trial, a Superior Court judge ruled in
the plaintiff's favor on her breach of fiduciary duty claim and
several other claims, awarded her a total of $3,520,000 in
damages, and ordered that the defendants reinstate her within
sixty days as president, chief executive officer, and chief
operating officer of KnowledgeLink "with all the usual and
customary rights and obligations of those positions and a
commensurate salary."
The defendants then moved on an emergency basis for
reconsideration of the reinstatement order or alternatively to
stay it pending appeal. On May 9, 2025, the judge denied the
motion but extended the deadline for compliance to July 9, 2025.
A month later the defendants filed both (1) a notice of appeal
3 This was one of several related lawsuits concerning the events surrounding the plaintiff's termination. The cases were consolidated for decision in the Superior Court.
2 under "G. L. c. 231, § 118 (Second Paragraph) . . . from all
preliminary injunction[s] granted in the" May 9, 2025 order, and
(2) a petition under "G. L. c. 231, § 118 (first paragraph)" for
"interlocutory relief from the May 9, 2025 order" or, in the
alternative, for a stay of the reinstatement order "pursuant to
Mass. R. A. P. 6 pending all appellate proceedings." On July 7,
2025, the single justice denied all relief requested in the
latter filing. Specifically, the single justice dismissed "the
petition portion" of the filing on the ground that relief under
G. L. c. 231, § 118, first par., was not available because final
judgment had already entered,4 and denied the alternative request
for a stay pending appeal on the ground that the defendants had
not shown a likelihood of success on the merits. Later the same
day, the defendants filed a notice of appeal from the single
justice's order, which is the appeal before us.
2. Jurisdiction. At the outset we must address the
plaintiff's contention that we lack jurisdiction over the
appeal. There is no question that to the extent the single
justice denied relief under G. L. c. 231, § 118, first par.,
that part of his order was not appealable. See McMenimen v.
Passatempo, 452 Mass. 178, 189 (2008). His denial of a stay
pending appeal was, however, appealable as a matter of right "to
4 In fact, final judgment had not entered.
3 the appellate court in which the appeal is being taken."
Mass. R. A. P. 6 (i). The plaintiff is incorrect that there is
no pending appeal that could have provided the jurisdictional
basis for the single justice to consider a request for a stay.
As noted, the defendants appealed from the judge's May 9, 2025
order under the second paragraph of G. L. c. 231, § 118; they
were entitled to pursue that appeal, which has since been
docketed in this court as no. 25-P-1107,5 notwithstanding the
fact that they had also sought relief from the single justice
under the first paragraph. See Ashford v. Massachusetts Bay
Transp. Auth., 421 Mass. 563, 567 (1995); Packaging Indus.
Group, Inc. v. Cheney, 380 Mass. 609, 614 (1980). While it may
have been unusual for the defendants to seek a stay of the
reinstatement order pending a panel's decision whether to stay
the same order, we see no jurisdictional impediment to their
doing so.
We also are unpersuaded by the plaintiff's argument that
the appeal is moot because the defendants have since complied
with the reinstatement order. As the defendants observe, the
order places ongoing conditions on the plaintiff's employment in
that it requires the defendants to allow her to exercise "all
5 Not until after oral argument in this appeal did the defendants file a motion to consolidate the appeals, which we denied. We express no view on the propriety or merits of the other appeal.
4 the usual and customary rights and obligations of [the]
positions" and to pay her "a commensurate salary." We think
this is sufficient to give the defendants a stake in the outcome
of the appeal. See Fannie Mae v. Branch, 494 Mass. 343, 347-348
(2024).
3. Merits. We arrive at the issue on appeal: whether the
single justice abused his discretion in concluding that the
defendants failed to demonstrate a likelihood of success on the
merits of their underlying appeal (i.e., the appeal under G. L.
c. 231, § 118, second par., from the judge's May 9, 2025
reinstatement order). The defendants argue that they are likely
to succeed in showing that the reinstatement order was improper
because the plaintiff waived any right to reinstatement by not
raising that issue in the joint pretrial memorandum, in her
proposed findings of facts and conclusions of law, or at trial.
The defendants further argue that, even absent waiver, the
reinstatement order was improper because the judge did not make
any factual findings about whether reinstatement would be
equitable.
The defendants' arguments are not frivolous as the
plaintiff contends.6 But to prevail in this appeal, the
defendants must show that the single justice abused his
6 Accordingly, we deny the plaintiff's request for appellate attorney's fees and double costs.
5 discretion in rejecting their arguments, and an abuse of
discretion occurs only where "the decision falls outside the
range of reasonable alternatives." L.L. v. Commonwealth, 470
Mass. 169, 185 n.27 (2014). That is not the case here. It
would not be unreasonable to conclude that the plaintiff fairly
preserved her request for reinstatement by pleading it in her
complaint. Nor would it be unreasonable to conclude that the
judge made adequate findings in support of her order. Although
the defendants contend that the judge should have made more
express findings focused on the equities of reinstatement, the
cases they cite do not compel that conclusion, given the factual
differences between those cases and this one. Thus,
particularly in light of the extensive findings of fact and
conclusions of law issued by the judge, we conclude that the
single justice was within his discretion to decline to stay the
reinstatement order. See Gifford v. Gifford, 451 Mass. 1012,
1013 (2008) ("we agree with the conclusions of the single
justices of the Appeals Court and this court that in light of
6 the trial judge's exhaustive findings, reasoning, and rulings, a
stay pending appeal is neither required nor appropriate").
Order of single justice denying stay pending appeal affirmed.
By the Court (Rubin, Shin & Singh, JJ.7),
Clerk
Entered: November 20, 2025.
7 The panelists are listed in order of seniority.