Orkin v. Albert

Summary

The First Circuit considers consolidated appeals arising from a dispute between siblings concerning Boost Web SEO, Inc., including claims for defamation and conversion. The court vacates in part and affirms in part, holding that an email accusing Wayne Orkin of fraudulent criminal activity was defamatory per se and remanding for findings regarding truth, fault, and damages. The court also addresses the conversion of Boost Web funds and related procedural and contempt matters.

Holdings

1. Albert's email unambiguously imputed criminal fraud to Orkin, making it defamatory per se and actionable without proof of economic damages.
2. The district court applied the wrong legal standard by requiring actual damage rather than potential damage to reputation.
3. The district court's finding of truth was based on its erroneous interpretation of the email as merely expressing an intention, so the case must be remanded for a determination of whether the imputation of criminal fraud was substantially true.
4. The district court clearly erred in finding that Orkin had no right to take any of the money for himself as compensation, because the parties' conduct established an implied-in-fact contract for compensation.
5. The district court did not clearly err in finding that Orkin lacked authority to sign the Redirection Agreement and that the residuals belonged to Boost Web.
6. The contempt order must be vacated and remanded because it was based in part on conduct (pursuit of the Florida action and some communications) that did not clearly and unambiguously violate the district court's prior orders.
7. The district court abused its discretion by enjoining the Florida action because the issue of Boost Web's ownership was not actually decided by the district court's prior order.

Questions Presented

1. Whether the district court erred in finding that Albert did not defame Orkin in her email to CardConnect.
2. Whether the district court erred in finding that Orkin converted Boost Web funds by using them for personal expenses and by redirecting residuals.
3. Whether the district court erred in finding Orkin in contempt of court.
4. Whether the district court erred in issuing a permanent injunction against Orkin's prosecution of the Florida state court action.

Disposition

affirmed_in_part_reversed_in_part