MAY X. ZHOU v. XINWEI LIN & Another.

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.

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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.

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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.

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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.

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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

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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.

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