Justia Contracts Opinion Summaries

A general contractor, Graycor Construction Company Inc., was involved in a dispute with a subcontractor, Business Interiors Floor Covering Business Trust, over unpaid invoices for flooring work performed on a movie theater project. Business Interiors submitted three separate applications for periodic payments, which Graycor neither approved nor rejected within the time limit set by the Prompt Pay Act. As a result, the applications were deemed approved under the Act. Business Interiors sued Graycor for breach of contract and other claims in the Superior Court. The Superior Court granted Business Interiors's motion for summary judgment on its breach of contract claim and entered separate and final judgment. Graycor appealed.Graycor argued that the original contract was not a "contract for construction" within the meaning of the Act, and that it had a valid impossibility defense due to its failure to pay. The Supreme Judicial Court held that the Act defines its scope broadly, and the subcontract at issue was a "contract for construction" under the Act. The Court also held that common-law defenses are not precluded by the Act, but a contractor that does not approve or reject an application for payment in compliance with the Act must pay the amount due prior to, or contemporaneous with, the invocation of any common-law defenses in any subsequent proceeding regarding enforcement of the invoices. As Graycor sought to exercise its defenses without ever paying the invoices, it could not pursue the defenses. The Court also vacated and remanded the rule 54 (b) certification to the motion judge for reconsideration. View "Business Interiors Floor Covering Business Trust v. Graycor Construction Company Inc." on Justia Law

The case involves a dispute between William Good and Uber Technologies, Inc., and Rasier, LLC (collectively, Uber), and one of its drivers, Jonas Yohou. Good, a chef, used Uber's mobile application to secure a ride. On April 25, 2021, when Good opened Uber's app, he was presented with a screen notifying him of Uber's updated terms of use. The screen required Good to check a box indicating that he had reviewed and agreed to the terms before he could continue using the app. Five days later, Good used Uber's app to order a ride home from work. During the ride, Yohou's car collided with another vehicle, causing Good to suffer severe injuries.Good filed a negligence lawsuit against Uber and Yohou in the Superior Court Department. The defendants filed a motion to compel arbitration based on the terms of use that Good had agreed to. The motion judge denied the motion, finding that a contract had not been formed because Good neither had reasonable notice of Uber's terms of use nor had manifested assent to the terms.The Supreme Judicial Court of Massachusetts reversed the lower court's decision. The court found that Uber's "clickwrap" contract formation process provided Good with reasonable notice of Uber's terms of use, including the agreement to arbitrate disputes. The court also found that Good's selection of the checkbox and his activation of the "Confirm" button reasonably manifested his assent to the terms. The court remanded the case for entry of an order to submit the claims to arbitration. View "Good v. Uber Technologies, Inc." on Justia Law

The case involves a dispute between William Good and Uber Technologies, Inc., and Rasier, LLC (collectively, Uber). Good, a user of Uber's ride-hailing service, suffered severe injuries in a car accident while riding in a vehicle driven by an Uber driver. He filed a negligence lawsuit against Uber and the driver. Uber moved to compel arbitration based on its terms of use, which Good had agreed to when he used the Uber app.The Superior Court denied Uber's motion to compel arbitration. The court found that Uber had not provided Good with reasonable notice of its terms of use, and that Good had not reasonably manifested his assent to those terms.The Supreme Judicial Court of Massachusetts reversed the lower court's decision. The court found that Uber's "clickwrap" contract formation process, which required Good to click a checkbox indicating that he had reviewed and agreed to the terms and then to activate a button labeled "Confirm," put Good on reasonable notice of Uber's terms of use. The court also found that Good's selection of the checkbox and his activation of the "Confirm" button reasonably manifested his assent to the terms. Therefore, the court concluded that a contract had been formed between Good and Uber, and that the dispute should be submitted to arbitration as per the terms of that contract. The case was remanded for entry of an order to submit the claims to arbitration. View "Good v. Uber Technologies, Inc." on Justia Law

In a dispute between tenured faculty members and Tufts University, the faculty members alleged that the university's policies requiring them to cover half of their salary with external research funding and reducing their laboratory space violated their tenure rights to economic security and academic freedom. These policies, instituted between 2016 and 2019, led to a decrease in the plaintiffs' salaries and full-time status, and their laboratory space was reduced or closed entirely when they failed to meet the external funding requirements.The Supreme Judicial Court of Massachusetts noted that tenure contracts are defined by their specific terms and must be understood in the context of the academic community's norms and expectations. The court found that the term "economic security" in the tenure contracts was ambiguous and further evidence was needed to determine whether the reductions in salary and full-time status violated the economic security provided in the tenure contracts. However, the court concluded that neither economic security nor academic freedom guaranteed the plaintiffs specific lab space.The court reversed the lower court's judgment in favor of Tufts on the compensation policies, remanding the case for further proceedings. However, it affirmed the lower court's judgment that the laboratory space guidelines did not violate the plaintiffs' tenure rights. The court also left unresolved the plaintiffs' claims under the Wage Act, as it was dependent on the outcome of the compensation dispute. View "Wortis v. Trustees of Tufts College" on Justia Law

The dispute arose from an agreement between Columbia Plaza Associates (CPA) and Northeastern University regarding the development of a parcel of land in Boston. The contract stipulated that the developer for each phase of the project would be Northeastern or an affiliated entity, which could include CPA. The contract also specified that the developer of the garage parcel would be a joint venture between Northeastern and CPA.CPA claimed that Northeastern violated the agreement when it sought to develop a subparcel unilaterally and repudiated CPA's rights to that subparcel. CPA also argued that Northeastern's communication with a governmental agency amounted to a deceptive business practice.The court held that the agreement did not grant CPA development rights in any of the subparcels except for the garage parcel. The court also found no proof of an enforceable promise by Northeastern to build a hotel with CPA on the disputed subparcel. The court thus ruled in favor of Northeastern on all counts, including CPA's claims for breach of contract, breach of the implied covenant of good faith and fair dealing, intentional interference with advantageous economic relations, unjust enrichment, commercial fraud, unfair or deceptive business practices, and requests for declaratory and injunctive relief.The court further held that Northeastern was entitled to attorney's fees under the anti-SLAPP statute because it successfully dismissed CPA's claim of commercial fraud, which was based solely on Northeastern's petitioning activity. The court did not find CPA's claim to be a SLAPP suit. View "Columbia Plaza Associates v. Northeastern University" on Justia Law

The Supreme Judicial Court affirmed the decision of the superior court judge dismissing the underlying declaratory judgment complaint in this declaratory judgment action regarding the scope of the Department of Housing and Community Development's (DHCD) authority under Mass. Gen. Laws ch. 121B, 7A, holding that dismissal was warranted.Plaintiffs - location housing authorities (LHAs) of various cities and towns, current and former executive directors of LHAs and others - sought a judgment declaring that DHCD exceeded its authority under Mass. Gen. Laws ch. 121B, 7A by promulgating guidelines that govern contracts between an LHA and its executive director and making compliance with the guidelines a requirement to obtain contractual approval from DHCD. A superior court judge allowed DHCD's motion to dismiss. The Supreme Judicial Court affirmed, holding that LHAs have authority to hire executive directors and "determine their qualifications, duties, and compensation, under Mass. Gen. Laws ch. 121B, 7. View "Fairhaven Housing Authority v. Commonwealth" on Justia Law

The Supreme Judicial Court held that an agreement entered into between Plaintiff Anthony Gattineri and Defendants Wynn MA, LLC and Wynn Resorts, Limited (collectively, Wynn) in San Diego California (the San Diego agreement) was unenforceable for reasons of public policy.Wynn entered into an option contract with FBT Everett Realty, LLC (FBT) to purchase a parcel of property. As Wynn's application for a casino license proceeded, the Massachusetts Gaming Commission discovered that there was a possibility of concealed ownership interests in FBT by a convicted felon with organized crime connections. In response, FBT lowered the purchase price for the parcel. The Commission approved the amended option agreement. Gattineri, a minority owner of FBT, opposed the price reduction and refused to sign the certificate required by the Commission. Gattineri alleged that at the San Diego meeting Wynn had agreed to pay Gattineri an additional $19 million in exchange for Gattineri signing the certificate. After the Commission awarded Wynn a casino license Gattineri brought suit claiming breach of the San Diego agreement because Wynn never paid Gattineri the promised $19 million. The Supreme Judicial Court held (1) the agreement was deliberately concealed from the Commission and inconsistent with the terms approved by the Commission; and (2) enforcement of such a secret agreement constituted a clear violation of public policy. View "Gattineri v. Wynn MA, LLC" on Justia Law

The Supreme Judicial Court affirmed the judgment of the superior court in favor of Cummings Properties, LLC in this suit brought to enforce Darryl Hines's obligations as guarantor of a commercial lease, holding that Hines failed to meet his burden to prove that the amount provided for in the lease's liquidated damages clause was an unreasonable forecast of damages at the time the lease was signed.At issue was whether a liquidated damages clause in the lease was unenforceable where Hines's company defaulted on the rent but Cummings was able to relet the property. The trial judge found in favor of Cummings and awarded it the balance owed under the lease's liquidated damages clause. The appeals court reversed, determining that the liquidated damages provision was an unenforceable penalty because it did not account for the possibility that Cummings could, in mitigation of Hines's breach, relet the premises and collect rent. The Supreme Judicial Court affirmed, holding (1) this Court has never required that the amount of a liquidated damages clause take into account any future rents collected from a new tenant to be enforceable; and (2) Hines failed to meet his burden to show that the liquidated damages clause was unenforceable. View "Cummings Properties, LLC v. Hines" on Justia Law

The Supreme Judicial Court affirmed the judgment of the superior court judge granting summary judgment in favor of BSC Companies, Inc., BSC Group, Inc., and the companies' president (collectively, BSC) in this action brought by BSC's former employees alleging claims under the Prevailing Wage Act, Mass. Gen. Laws ch. 149, 26-27H, holding that the contracts at issue were not governed by the Act, and BSC was not required to pay its employees a prevailing wage pursuant to the contracts.At issue were two professional engineering services contracts awarded by the Department of Transportation (MassDOT) to BSC. The contracts were not competitively bid and were not awarded to the lowest bidder, unlike contracts for public works construction projects governed by the Act. Further, the contracts did not specify that BSC's employees would be paid at least a prevailing wage determined by the Department of Labor Standards. The superior court judge granted summary judgment to BSC. The Supreme Court affirmed, holding that Plaintiffs were not entitled to a prevailing wage for their work under the professional services contracts. View "Metcalf v. BSC Group, Inc." on Justia Law

The Supreme Judicial Court held that in the instant cases, where the decedents had no right to bring a cause of action for the injuries that caused their deaths at the time that they died as a result of the running of the statute of limitations on the decedents' underlying tort and breach of warranty claims, Plaintiffs, as personal representatives of the decedents' estates, had no right to bring wrongful death actions based on those injuries.The Supreme Judicial Court affirmed the judgments of the lower courts dismissing these separate actions for wrongful death under Mass. Gen. Laws ch. 229, 2. Both superior court judges ruled that, because wrongful death recovery is derivative of a decedent's own cause of action, the underlying wrongful death claims were precluded, as each decedent could not have brought claims based on the injuries that caused his death had he survived. The Supreme Judicial Court affirmed, thus following the majority approach precluding recovery for wrongful death where the statute of limitations on the decedent's underlying claims ran before the decedent's death. View "Fabiano v. Philip Morris USA Inc." on Justia Law