James L. Rudolph

Overview

Jim Rudolph is a founder and managing partner of Rudolph Friedmann LLP.

Jim’s clients rely on his sound practical legal advice, based on his seasoned business, employment and construction law experience. For over forty years, clients have come to depend on Jim and his full-service law firm to assist them with their personal and professional goals, be it business consulting, negotiating or litigating. In addition to advising businesses on partnership, corporate and employment law issues, Jim has an expertise in real estate, construction law and business disputes. He has considerable experience handling complicated stockholder and employee disputes and business “divorces”, some of which are listed below. He regularly handles issues involving severance agreements, employment agreements, non-competes, non-solicitation agreements, stock purchase agreements, wrongful termination and many other employment related matters.

Jim has been a Corporator, Trustee, and Director of several Boston-area banks. He also has considerable experience handling (for lenders and borrowers) bank workouts, lender liability claims, and matters involving creditors and debtors rights.

As an active real estate attorney and investor, Jim has substantial knowledge and expertise relative to the buying, selling, financing, the development of real estate and the litigation of real estate disputes.

Jim represents numerous clients relative to the purchase, sale or financing of their businesses. He has drafted and negotiated countless asset purchase and stock purchase agreements. The businesses include, but are not limited to, hotels and restaurants, liquor licenses and other food related concerns, construction businesses (general contractors, subcontractors, material suppliers, architects, engineers), personal service businesses (medical, accounting and legal practices), financial services businesses, travel companies, automobile dealerships, printing companies, manufacturing companies, retail stores, real estate brokerage companies, marinas and boat businesses, and consulting businesses. His services often involve the drafting and review of leases, business related contracts and franchise agreements. Additionally, regarding the sale of businesses, he often drafts and negotiates employment agreements, non-compete, non-hiring and non-solicitation agreements.

Jim has represented numerous condominium associations, homeowner associations, developers, owners, lenders, trustees and contractors. He has owned several condominiums in greater Boston since 1977 and has served as trustee of several condominium trusts. Accordingly, Jim has substantial experience in dealing with a very broad variety of issues unique to both commercial and residential condominiums and homeowner associations. He has drafted condominium bylaws, prepared master deeds and trusts, and counseled condominium associations on special assessments and capital projects. Working with developers, Jim has handled permit and zoning issues, drafted and negotiated contracts, secured financing, and defended and resolved construction defect claims. On behalf of condominium owners, Jim has settled disputes pertaining to fees, dues and rent, and warranty claims and provided advice on disagreements with condo associations, homeowner associations and neighbors, and handled board and trustee decision related appeals.

To stay abreast of the ever-changing business climate, Jim is actively involved in several business, industry and community activities, which are listed below. In addition to Jim’s legal practice, he is a frequent writer and speaker.

Jim has been a member of both the Swampscott (Chairman for six years) and Marblehead Zoning Boards of Appeal. He served three terms as a Selectman for the Town of Swampscott.

Jim’s family was in the electrical business. He worked as an electrician’s helper for two summers and then as an estimator for several months; he started to represent contractors, subcontractors and suppliers when he had just graduated law school. He is a long time Board member of the Associated Builders and Contractors. (ABC has 500 business members in Massachusetts and close to 20,000 members nationally.) Jim served as Chairman of the Massachusetts Chapter of ABC for two terms in 2002 and 2016. He was the first attorney to be elected Chairman of that organization and has been its Legal Counsel since 2002. Jim is also a Fellow of the Construction Lawyers Society of America and a member of the Trial Law Institute and Diversity Law Institute.

Jim also has many clients in the restaurant, hospitality and entertainment business; he has been a member of the Board of Directors of the Massachusetts Restaurant Association for several years.

Jim has owned sailboats and power boats since he was eight years old. He has bought and sold several boats for himself and represented numerous clients with their boat purchases and sales. He has also represented many new and used boat owners, dealers, marinas and developers relative to maritime related matters including warranty and insurance issues, property damage, personal injury and wrongful death claims. Jim currently represents Cape Yachts, which sells boats made by Beneteau, MJM Yachts, Cobia, Jupiter and Monte Carlo. He presently owns a Beneteau Oceanis sailboat and a Regulator, both of which he keeps in Marblehead.

Having been chair and served as a director, trustee or member of numerous boards and committees, especially nominating committees, Jim has also developed an expertise in governance matters relative to both for profit and non-profit entities. He frequently reviews, drafts or revises by-laws and other governance related documents. He has assisted many boards and companies in this area.

For over forty years, Jim has been rated “AV” by Martindale-Hubbell, the national directory of lawyers, which is the highest rating (by peers) attainable. He has been named to The Best Lawyers in America list and has also been named “Best Lawyer” by Boston Magazine. Additionally, Jim has been selected as a Massachusetts Super Lawyer by Boston Magazine every year since 2004. In 2021, Jim was named a Go To Business Lawyer by Massachusetts Lawyers Weekly.

Experience

Jim’s representation of clients has included:

• Managing sophisticated and complex litigation in most areas of business law.
• Employment law issues including wrongful terminations, severance agreements and non-solicitation agreements, non-compete disputes, sexual harassment claims, confidentiality and non-disclosure litigation and many other types of employment related litigation. (Representation has included management, owners, employees and both majority and minority stockholders.)
• Drafting and negotiating employment agreements, non-compete, non-hiring and non-solicitation agreements and related documents, including buy sell and severance agreements and litigation of all of the foregoing.
• Representing clients in a range of businesses and industries in the purchase, sale or financing of their businesses, including drafting and negotiating countless asset purchase and stock purchase agreements.
• Drafting and reviewing leases, business related contracts and franchise agreements.
• Formation of new businesses including drafting articles of incorporation, by-laws, stockholder agreements and LLC operating agreements.
• Transactional work for several institutional and private lenders involving commercial and real estate loans.
• Negotiation of complicated mergers and acquisitions of privately held companies in various industries.
• Handling various types of construction related matters including lien and bond claims, bid contests, arbitrations, mediations, complex litigation and drafting and negotiation of construction documents.
• Legal services in connection with sale of hotels, restaurants and liquor licenses.
• Legal representation relative to the purchase, sale and delivery of boats; yacht construction; boat and yacht financing; structuring boat and yacht ownership agreements; maritime insurance claims, including property damage, personal injury and wrongful death; dealer and manufacturer warranty issues, marina and dock development and permitting/regulations regarding same; drafting employment contracts for yacht crew members.
• Business “divorces,” stockholder disputes and employment matters, wrongful termination, severance agreements, non-compete agreements, non-solicitation agreements and stock option agreements, including the following businesses (partial list) which were litigated in various courts, involving millions of dollars (many others, not listed below, have been settled without litigation and are therefore not public):
  • Kane’s Donuts (representation of minority stockholder in family business dispute; this case is pending)
  • Garrett Harker (representation relative to buyout from Row 34 and Island Creek restaurants)
  • Representation of minority owners of $400 million real estate portfolio relative to dispute involving buyout agreements; this matter was resolved following mediation
  • Michael Popitz v. Popitz LLC d/b/a Airflow Sleep (representation of company founder in stockholder dispute)
  • Mahi Gold, Inc. (representation of company founder relative to stockholder dispute)
  • Rasky Partners, Inc. (represented Larry Rasky in reorganization of his strategic communications firm and related buyout of company partners)
  • Marc Berkowitz vs. Legal Seafoods, Inc. (represented employee/minority stockholder in business dispute involving his brother, mother and father)
  • Chelsea Floor Covering, Inc. (representation of stockholder/owner in buyout related dispute involving real estate and business)
  • James Cafarelli v. Todd English et al. (represented minority stockholder in dispute resulting in division of business assets)
  • Burke Distributing Corporation v. Anissa Noreke, Minority Shareholder (represented minority stockholder relative to derivative claims resulting in settlement and dismissal of lawsuit filed in Suffolk Superior Court)
  • Edward Shulkin v. Gift Card Partners, Inc., et al. (represented shareholder and his estate in business dispute resulting in buyout)
  • Green v. Green (represented one of two brothers that were owners of substantial real estate holdings in dispute between them)
  • Quality Components, Inc. (represented majority owner of specialty fastener and solar energy component parts company in stockholder dispute)
  • Newbury Guest House and Harborside Inn (represented son/stockholder in dispute involving family owned hotels)
  • Air Carrier Support, Incorporated (represented minority stockholder in air transport company)
  • Color Technology, Inc. (represented minority stockholder in stockholder dispute)
  • Gilcorp, Inc. (represented company owning several restaurants and majority stockholder in employee/ stockholder dispute)
  • Security Source, Inc. (represented minority stockholder in stockholder dispute regarding security device company)
  • Austin Sportswear, Inc. (represented 50% owner in stockholder dispute with his brother regarding clothing/sportswear company)
  • Prophecy Development, Inc. (obtained substantial judgment for minority stockholder against other stockholder in intellectual property dispute)
  • Barnsider Group (represented employee/minority stockholder of company owning chain of restaurants resulting in settlement of stockholder dispute)
  • United Marble Fabricators, Inc. (represented former stockholder in suit to enforce non-compete agreement)
  • Davio’s Restaurant (represented restaurant in wrongful termination case decided in favor of employer after jury trial)
  • Colla’s Super Markets, Inc. (represented minority stockholder in family owned business)
  • Curtain Insurance Agency, Inc. (represented minority stockholder in stockholder dispute)
  • Formaggio Kitchens (represented employee/ minority stockholder suit against majority stockholder of gourmet food business resulting in buyout of majority stockholder)
  • Electric Supply Center Corp. (represented stockholder in dispute with other stockholder/owner of an electrical supply distributor)
  • National American Rubber Thread Company, Inc. (represented majority stockholder in litigation involving other stockholders)
  • Porthole Pub and Restaurant (represented employee/minority stockholder in family owned business)
  • Waves, Inc. (represented employees/ stockholders in dispute involving other stockholders)
  • AIAL, Inc. (represented investor/stockholders in airline company in stockholder suit)
  • Tapeo, Inc. (represented majority stockholder and company in suit involving minority stockholder owners of company)
  • Vinny Testa’s (represented minority stockholder/employee in dispute with majority stockholders)
  • New Angle Glass (represented company in litigation regarding employment agreement with non-compete clause)
  • Standard Electric (represented Electric Supply Center which hired new employees that had non-compete clauses in employment agreement with former employer)

Accolades

• Massachusetts Go To Construction Lawyer, Lawyers Weekly, 2023
• Ralph Kaplan Leadership Award, Development Corporation for Israel (Israel Bonds), August 2023
• Distinguished Leadership Award, North Shore Chamber of Commerce, November 2021
• Best Lawyers In New England for Real Estate and Construction Law (published by The Boston Globe and The Wall Street Journal), 2021
• Massachusetts Go To Business Lawyer, Lawyers Weekly, 2020
• The Best Lawyers in America, Real Estate (2021-2025), Commercial Litigation (2023-2025), Litigation – Labor and Employment (2025), Closely Held Companies and Family Businesses Law (2023 and 2024) and Construction Law (2020-2023)
• Fellow of the Construction Lawyers Society of America; selected 2018
• Honorary Degree, Doctor of Humane Letters, Salem State University, 2016
• The Governor’s Academy, Non Sibi Sed Aliis Award for community service, 2016
• Associated Builders and Contractors, inducted as ABC LEGEND, November, 2015
• North Shore 100 Leaders, Salem News, 2010
• Bennett I. Solomon Community Leadership Award, 2009 (Awarded by Cohen Hillel Academy)
• Massachusetts Super Lawyer, Boston Magazine, 2004-present
• JRC Recognition Award (Awarded by Jewish Rehabilitation Center for Aged of the North Shore), 2001
• David Ben-Gurion State of Israel Leadership Award, 1999 (Awarded by the State of Israel)
• “Best Lawyer of 1998, Boston Magazine
• Community Leadership Award, Anti-Defamation League, 1996
• Chairman’s Award, Anti-Defamation League, 1990
• Marquis Who’s Who in American Law, 1999-present
• AV Rated by Martindale Hubbell (by peers) for over 40 years, the highest rating obtainable

Associations & Memberships

• Anti-Defamation League/New England Regional Board
  Chair, Directors Cabinet (2021-present)
  Chair, Board of Overseers (2008-2021)
  Chair, New England Regional Board (2006-2008)
  Member, National Executive Committee (2005-present)
• The Governor’s Academy
  Vice President (2011-2023)
  Trustee (1998-present); Chair, Trustee Relations Committee
  Secretary (2000-2011)
• Associated Builders and Contractors, Massachusetts
  Chairman (2002, 2016)
  Vice Chairman (2001, 2015)
  General Counsel and Member of Board of Directors; (2002-present)
• Massachusetts Restaurant Association
  Board of Directors (2012-present)
• Massachusetts Commission Against Discrimination
  Advisory Board Member (Appointed by Governor Baker, 2017-present)
• Marblehead Zoning Board of Appeals
  Member (2012-2021)
• North Shore Chamber of Commerce
  Member, Board of Directors (2009-present)
• Trial Law Institute
  Member (2018-present)
• Diversity Law Institute 
  Member (2018-present)
• Essex National Heritage Commission
  Commissioner (2013-2014)
  Trustee (2014-2017)
• JRC Charitable Foundation
  Past President (2000-2002)
• Jewish Rehabilitation Center for the Aged of the North Shore
  Past President (1992-1994)
  Member, Board of Directors (1977-2010)
• Town of Swampscott
  Selectman (1990-1993)
• Swampscott Zoning Board of Appeals
  Member and Chairman (1982-1989)
• Legal Sales and Services Organization (LSSO)
  Member, Board of Directors (2009-2011)
• Eastern Bank
  Trustee (2003-present)
• USTrust/Essex and USTrust/Middlesex
  Board of Directors (1994-2000)
• Grove Bank
  Corporator (1985-1993)
• Massachusetts Housing Finance Agency Multi-Family Advisory Committee
  Appointed by Governor Weld (1992-1995)
• Camp Kingswood, Bridgeton, Maine, (A CJP Constituent Agency)
  President (1987-1989)
• Camp Bauercrest
  Member, Board of Directors (1985-1987)
• Massachusetts Bar Association
• Massachusetts Conveyancers Association

Publications & Events

• Potential Legal Issues for College Students
• Court Says Landlord Cannot Evict Restaurant Tenant Despite Numerous Defaults
• Buying or Selling a Boat? Read This.
• Construction Work Stoppage – Now What?
• Legal Considerations Regarding Coronavirus (COVID-19)
• The Virtual Estate: How to Preserve Your Digital Assets
• Department of Labor Modifies Stance on Obama Era 80/20 Rule for Tipped Employees
• Buying or Selling a Boat: What You Need to Know
• Potential Legal Issues for College Students: Traps for the Unwary
• Massachusetts Supreme Judicial Court Case Clarifies Shareholder Rights and Director Duties in Massachusetts
• Protecting Your Software: Copyright, Trade Secret and Patent Laws in Massachusetts vs. Federal Law and Other Issues
• Giving Stock to Key Employees – Good Idea or Bad Idea?
• New Case Establishes Liability for Boston Restaurant Owners with Multiple Locations
• Commercial Contractors: Beware the Cost of Insurance and Indemnity Provisions
• Business Divorces – Stockholders’ Rights in Closely Held Companies
• Legal Medical Marijuana Use In The Workplace
• Massachusetts Court Renders Important Decision Concerning the Interpretation of CMR Public Construction Contracts
• Can Corporate Counsel’s Privileged Communications Be Withheld From Directors/Shareholders?
• Freedom From Overcrowding As the Grounds for Standing in a Zoning Appeal
• To Cohabitate Or Not To Cohabitate – It Now Makes A Difference In MA Alimony Laws
• Firm News – Spring 2013
• Intermingling and Piercing the Corporate Veil
• No Means No: Shift Supervisors Are Not Entitled to Pooled Tips
• Firm News – Winter 2013
• Massachusetts Acts to Prevent Unnecessary Foreclosures
• Legal Traps for the Unwary College Student
• Recent Case Clarifies Liability of Contractors Under Massachusetts c. 93A
• Changes in Human Resources Laws: Could They Affect You?
• Firm News – Winter 2011
• Construction Contracts: No Damage for Delay Cause

• Real Estate Issues Resulting from COVID-19: Strategies for Dealing with Lenders, Borrowers, Landlords and Tenants, Associated Builders and Contractors, April 23, 2020
• Construction Trends in Commercial Real Estate, New England Real Estate Journal, 2018 Summit, September 27, 2018 (Moderator)
• Construction Trends in Commercial Real Estate, New England Real Estate Journal, 2017 Summit, September 28, 2017 (Moderator)
• Owner’s Rights in Privately-Owned Businesses, Associated Builders and Contractors, June 14, 2017
• A Layman’s Guide to Getting Paid in Construction Disputes, Eastern Bank, May 23, 2017
• A Layman’s Guide to Getting Paid in Construction Disputes, Boston Private Bank, March 29, 2017
• Shareholder Rights in Closely-Held Businesses, The Boston College Club, October 6, 2016
• Shareholder Rights in Closely-Held Businesses, The Boston College Club, April 2, 2013
• “Debt Liquidation in a Bad Economy; How We Get General Contractors, Subcontractors and Suppliers Paid Now,” National Association of Credit Managers, January 26, 2012
• “Taking Stock of Your Business: Legal Rights and Responsibilities Every Restaurant Owner Should Know,” Massachusetts Restaurant Association, November 15, 2011;
• Shareholder Rights in Closely-Held Businesses, The Boston College Club, April 16, 2010
• Business Partnerships “Makeups and Breakups,” SBANE, March 9, 2010
• Getting Paid in Difficult Times, NorthEast Electrical Distributors, March 4, 2010
• Shareholder Rights in Closely Held Businesses, National Association of Credit Valuation Analysts (NACVA), January 28, 2010
• Getting Paid in a Difficult Economy: Legal Rights and Remedies Available in the Construction Industry, Air Purchase, Inc., November 19, 2009
• Shareholder Rights in Closely-Held Businesses, Eastern Bank, November 18, 2009
• Shareholder Rights in Closing-Held Businesses, Associated Builders and Contractors, November 4, 2009
• “Dispute Resolution in Today’s Economy,” McGladrey & Pullen LLP, November 7, 2008
• “Construction Litigation in Massachusetts,” Associated Builders and Contractors, 2007
• “New Public Construction Reform Act May be Amended,” Associated Builders and Contractors, Inc. Merit Shop Newsletter, 2005
• “Pay When Paid Clauses: Proposed Legislations and Recent Cases May Change the Law,” 2004
• “How to Buy Commercial Real Estate,” Building Massachusetts, 2002
• “Contractor’s Beware-Triple Damages and Legal Fees in Arbitration Cases,” Building Massachusetts, 2002
• “The Art of Negotiation,” Seminar for Bank Commercial Lenders, April 2, 2002
• “Construction Litigation in Massachusetts,” Loman Educational Seminars, January 29, 2002
• “Negotiating in the New Economy,” Associated Builders and Contractors, February 21, 2002
• “We’ll Show You the Money: Legal Remedies for Contractors in the New Millennium,” Associated Builders and Contractors, March 22, 2001
• “Shareholder Rights in Closely Held Corporations,” Litigation Support and Business Valuation Committee, Massachusetts Society of Certified Public Accountants, January 17, 2001
• “The Art of Negotiation,” Associated Builders and Contractors, June 24, 1999
• “Close Quarters in Small Companies,” Mass. High Tech, Law and Technology, April 26, 1999
• “Stockholder Rights in Closely-Held Corporations,” Society of Appraisers, Massachusetts Chapter, March 3, 1999
• “Stockholder Rights in Closely-Held Corporations,” National Association of Certified Valuation Analysis, January 16, 1999
• “The Special Litigation Committee: Origin, Development and Adoption Under Massachusetts Law,” Massachusetts Law Review, 1998
• “Massachusetts Law Protects Rights of Shareholders in Close Corporations,” Law & Accounting Section of Banks and Tradesmen, November 16, 1998
• “Shareholders’ Rights in Closely Held Companies,” February 19, 1998
• “Recent Amendments Improve the Massachusetts Lien Law,” Associated Builders and Contractors, 1997
• “A Layman’s Guide to Getting Paid in the Nineties: Legal Remedies Available to the General Contractor, Subcontractor and Material Supplier,” 1995
• “Abuses of the Law Should be Dealt with Severally,” Daily News Mercury, March 1, 1994
• “Attorney Outlines Sex Harass Grounds,” Daily News Mercury, April 6, 1994
• “Attorney Answers on Price Control Suit,” Daily News Mercury, April 29, 1994
• “Damages Can Be Retrieved by the Courts,” Daily News Mercury, March 28, 1994
• “Workers Rights Are Hot Topic,” Daily News Mercury, May 9, 1994
• “Negligent Salvage; Reduction of Award, Forfeiture of Award or Damages,” Journal of Maritime Law and Commerce, 1976