104 N.E.3d 682
Mass. App. Ct.2018Background
- Columbia Plaza Associates (CPA) and Northeastern University executed a 1999 written agreement transferring a garage parcel to the university and containing a separate provision to “commence negotiations” within six months for a future joint venture on Parcel 18‑3A.
- The university paid below fair market value for the garage parcel, later represented a partnership with CPA in BRA submissions, and developed Parcel 18‑3A (a dorm) completed in 2009 without paying CPA any rent, capital contribution, or purchase price.
- CPA filed suit in 2013 asserting breach of contract, breach of the implied covenant, equitable enforcement, and a G. L. c. 93A claim; various judges dismissed or granted summary judgment on most claims, leaving only the c. 93A claim for trial.
- CPA moved multiple times to amend its complaint (including during trial) to add or revive contract-based claims; those motions were denied by the third‑judge and the trial judge.
- After a bench trial on the c. 93A claim, judgment was entered for the university; the trial court found the c. 93A claim time‑barred as accrued upon CPA’s April 13, 2009 demand letter.
- CPA appealed, arguing (1) erroneous partial dismissal of contract claims, (2) abuse of discretion in denying leave to amend, and (3) that the c. 93A judgment was clearly erroneous. The appeals court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Parcel 18‑3A provision created an enforceable contract | Provision and parties’ conduct created binding obligation to compensate CPA for Parcel 18‑3A development | Provision is an unenforceable agreement to agree—only requires commencement of negotiations within six months | Provision was indefinite; contract and implied‑covenant claims properly dismissed |
| Whether equitable/estoppel relief can enforce the alleged agreement | Equity or estoppel should prevent university from denying an enforceable joint venture | Written instrument is indefinite; promissory estoppel fails for unreasonable reliance on indefinite promise | Equitable and estoppel claims dismissed as implausible and unsupported |
| Whether trial and third‑judge abused discretion by denying leave to amend | Amendments were timely or permitted to conform to evidence; survival clause could save contract claim | Amendments would be futile and prejudicial; party had ample time to amend before trial | No abuse of discretion; amendments would be futile or unduly prejudicial |
| Whether the c. 93A claim was time‑barred | Accrual occurred later; claim should survive | Claim accrued when CPA’s 2009 demand letter put university on notice—outside four‑year limitations | c. 93A claim accrued by demand letter; action filed in 2013 was time‑barred; judgment affirmed |
Key Cases Cited
- Edwards v. Commonwealth, 477 Mass. 254 (2017) (motion to dismiss reviewed de novo; accept complaint allegations as true)
- Iannacchino v. Ford Motor Co., 451 Mass. 623 (2008) (plausibility standard to survive dismissal)
- Lafayette Place Associates v. Boston Redevelopment Authority, 427 Mass. 509 (1998) (binding agreement may exist where parties set formulae/procedures to resolve omitted terms)
- Schaer v. Brandeis Univ., 432 Mass. 474 (2000) (contract claim dismissal where writing does not create enforceable obligation)
- Rhode Island Hosp. Trust Natl. Bank v. Varadian, 419 Mass. 841 (1995) (promissory estoppel requires reasonable detrimental reliance)
- Demoulas v. Demoulas Super Mkts., Inc., 424 Mass. 501 (1997) (clearly erroneous standard for reviewing factual findings)
- Riley v. Presnell, 409 Mass. 239 (1991) (accrual when a reasonable person would discover injury caused by defendant’s conduct)