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BOSTON – E-commerce giant Amazon.com Inc. asked the Massachusetts Supreme Judicial Court to review a Massachusetts Appeals Court ruling that enforced an e-mail settlement agreement of a contractual case brought by another technology company against Amazon.com. Amazon filed its application for further appellate review on Jan. 28. Basis Technology Corp. v. Amazon.com Inc., No. FAR-16768 (Mass.). In its filing, Amazon said the Appeals Court “erroneously concluded” that the parties’ reporting of the settlement to the Superior Court indicated that Amazon intended the e-mail in question to be a final and binding settlement agreement. Amazon also said the Appeals Court erred by affirming the Superior Court’s “inexplicable deletion of a material term,” by approving a “judicially modified” version of the e-mail. In the Jan. 7 Appeals Court ruling, Associate Justice Mitchell J. Sikora Jr. wrote that the trial judge correctly decided that Basis Technology Corp.’s March 23, 2005 settlement e-mail to Amazon.com was a “sufficiently complete and unambiguous statement as a matter of law, and that both parties intended to be bound by that communication of settlement terms.” Basis Technology Corp. v. Amazon.com Inc., No. 06-P-1048 (Mass. App. Ct.). Basis sued Amazon in May 2003 for alleged breach of fiduciary duty and violations of the state’s consumer protection laws for nonpayment for work that fell outside the scope of a contract between the two companies. Amazon had hired Basis to help it create an e-commerce system for the Japanese market. The two companies were also connected by a stock purchase agreement that involved Amazon.com’s purchase of Basis preferred stock and a seat on the private company’s board of directors. The settlement required Amazon to give up its board seat and relinquish its rights as preferred shareholder. In a statement, Basis noted that the Supreme Judicial Court rejects appeal requests unless the case involves issues affecting the public interest or the interests of justice. Basis also noted that Amazon’s decision to appeal despite the Supreme Judicial Court’s “high legal standard,” extends the parties’ long-running dispute. “We are confident the SJC will recognize Amazon’s true motivations and uphold the earlier rulings in our favor” said Basis CEO Carl Hoffman, in the statement. Amazon.com spokeswoman Patty Smith said the company has a “longstanding practice of not commenting on active litigation.”

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