No. 98-2033 Heard August 2, 1999 Decided September 30, 1999 APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS [Hon. William G. Young, U.S. District Judge] Richard W. Gannett, with whom Gannett Associates was on brief for appellant. John F. Davis, with whom Boudreau, Mitchell Davis was on brief for appellee. Before Selya, Circuit Judge, Cyr, Senior Circuit Judge, and Lipez, Circuit Judge. CYR, Senior Circuit Judge. Smith Barney, Inc. ("Smith Barney") challenges a district