368 F. Supp. 3d 211
D.D.C.2019Background
- Textron Systems (TSC) contracted with Saudi Arabia to sell sensor-fuzed weapons (SFWs). ASASCO (Saudi consultant) claims it was promised ~6% of the sale value for securing the deal or for offset work and instead was paid nominal consulting fees over many years.
- TSC and ASASCO executed five consulting agreements (2005–2013) that expressly disclaimed commission-style compensation tied to sales; consulting fees ranged from $10,000/month down to $0 and later $500/month.
- Because Saudi law (Resolution 1275) restricts commissions on arms sales, TSC pursued offset arrangements: TSC signed an Offset Services Agreement (OSA) with Blenheim (2008) and Blenheim subcontracted with ASASCO (2009) so ASASCO would be paid only if a waiver or approved offset credits were obtained.
- TSC later terminated the OSA with Blenheim (effective early 2012). Saudi/U.S. processes then produced a final SFW supply contract (2013) with a stated offset commitment, but ASASCO never produced an approved offset project or waiver and never received the asserted 6%.
- Procedural posture: After the First Circuit reversed dismissal of a Chapter 93A claim and permitted amendment, the case returned to the district court. On summary judgment the district court allowed TSC’s motion in full, granting judgment for TSC on all counts and denying as moot motions to strike.
Issues and Key Rulings
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Reasonable reliance on alleged promises (fraud, intentional/negligent misrepresentation, promissory estoppel) | ASASCO says TSC and its agents promised offset-related remuneration (a 6% fee or the opportunity to perform offsets) and ASASCO reasonably relied, accepting reduced consulting fees and entering offset arrangements | TSC argues the signed consulting agreements expressly barred sales-based commissions and the offset/subcontract terms conditioned payment on waivers or approved offset credits, so reliance was unreasonable or unsupported | Summary judgment for TSC: reliance was unreasonable as to sales-commission promises that contradicted contracts; no evidence TSC promised unconditional 6% payment; ASASCO never produced waiver or credits so no recoverable reliance-based harm |
| Chapter 93A (Mass. consumer-protection statute) — situs/center-of-gravity | ASASCO contends TSC’s deceptive course of conduct emanated from Massachusetts (TSC’s offices) so 93A applies | TSC contends the deception and ASASCO’s reliance occurred abroad (Egypt, France, Saudi Arabia) and ASASCO’s losses occurred outside Massachusetts | Summary judgment for TSC: center-of-gravity not primarily and substantially in Massachusetts; 93A claim fails |
| Quantum meruit / unjust enrichment for offset opportunity | ASASCO seeks quasi-contract recovery for services and asserted nominal payments over a decade | TSC points to express written contracts and the contingent nature of offset payments (payment only if waiver or approved credits), barring quasi-contract recovery | Summary judgment for TSC: express agreements govern; no recovery where contingency never occurred and no offset credits/waiver were produced |
| Evidentiary/misc. motions (motions to strike, renewed JOP) | ASASCO relied on certain witness/expert material | TSC moved to strike and renewed motion for judgment on pleadings | Court denied motions to strike as moot (summary judgment did not depend on disputed materials) and denied renewed pleading motion as it had ruled on summary judgment |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden-shifting principles)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment: genuine dispute standard)
- Turner v. Johnson & Johnson, 809 F.2d 90 (1st Cir. 1986) (oral assurances inconsistent with negotiated contract are unreasonable to rely upon)
- Arabian Support & Servs. Co. v. Textron Sys. Corp., 855 F.3d 1 (1st Cir. 2017) (prior remand: Chapter 93A claim could proceed on alleged promise of offset opportunity)
- Kuwaiti Danish Computer Co. v. Digital Equip. Corp., 438 Mass. 459 (Mass. 2003) (Chapter 93A center-of-gravity analysis)
- Liss v. Studeny, 450 Mass. 473 (Mass. 2008) (quantum meruit principles; contingency rule)