Copley Place Associates, LLC v. Tellez-Bortoni
AC 16-P-165
| Mass. App. Ct. | Mar 16, 2017Background
- Copley leased mall space to Irish Pub Group, Inc. (IPG); Carlos Téllez‑Bortoni signed the lease on IPG’s behalf, warranting he was an IPG officer with authority to sign (lease §24.11).
- Copley issued a $452,450 “Landlord’s Contribution” check to IPG for build‑out; Raymond Houle (who endorsed/deposited the check) was represented to Copley as “part of IPG.”
- IPG never completed the build‑out or opened the restaurant; Copley obtained default judgments against IPG and others but litigated claims against Téllez‑Bortoni for fraud and G. L. c. 93A.
- Trial judge entered partial summary judgment against Téllez‑Bortoni on liability for fraud and c. 93A (finding his officer/authority warranties false and reliance established), and a jury later awarded damages; trial judge denied JNOV.
- Appeals Court vacated the partial summary‑judgment liability ruling, vacated the judgment and verdict, and remanded because Copley failed to establish as an undisputed fact that it reasonably and detrimentally relied on Téllez‑Bortoni’s false officer/authorization statement and because the record on the Houle email was insufficiently developed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Téllez‑Bortoni’s lease warranties that he was an IPG officer and authorized to sign were actionable fraud and Copley relied to its detriment | Copley: warranties were false and it relied in leasing and issuing the Landlord’s Contribution; reliance is established by covenant in lease | Téllez‑Bortoni: Copley failed to prove detrimental reliance and any harm resulted from IPG’s breach, not his misstatement | Vacated summary judgment: falsity established, but Copley did not prove undisputed detrimental and reasonable reliance or resulting harm on the summary‑judgment record |
| Whether Téllez‑Bortoni’s email that Houle was “part of IPG” was a misleading half‑truth giving rise to fraud and liability | Copley: incomplete/fragmentary statement induced bank acceptance of the check and enabled misapplication of funds; omission could be actionable | Téllez‑Bortoni: he did not know details, the statement was true as to Houle’s corporate status, and causation/damages are unclear | Not resolved on summary judgment: material facts and inferences disputed; remand required for development |
| Whether G. L. c. 93A liability survives absent established reliance on fraud | Copley: c. 93A claim tied to successful fraud/negligent misrepresentation claim | Téllez‑Bortoni: c. 93A requires causation and here reliance lacking | Court vacated c. 93A liability ruling because fraud/negligent‑reliance elements were not shown on record; left open whether c. 93A independently viable |
| Whether partial summary judgment deprived defendant of fair trial on reliance/damages | Téllez‑Bortoni: summary judgment on liability foreclosed defense and left only damages to jury | Copley: asserted reliance facts as obvious/implicit from lease warranties | Court: agreed defendant lacked fair opportunity to contest reliance at trial; vacated and remanded |
Key Cases Cited
- Danca v. Taunton Sav. Bank, 385 Mass. 1 (describing deceit elements: false representation, knowledge, inducement, and detrimental reliance)
- Pietrazak v. McDermott, 341 Mass. 107 (false factual statements of one’s own knowledge can support deceit without proof of intent)
- Masingill v. EMC Corp., 449 Mass. 532 (reliance must be reasonable in deceit/negligent‑misrepresentation claims)
- Kannavos v. Annino, 356 Mass. 42 (half‑truths and fragmentary statements can be as misleading as affirmative misrepresentations)
- Greenleaf Arms Realty Trust I, LLC v. New Boston Fund, Inc., 81 Mass. App. Ct. 282 (incomplete disclosures may constitute actionable fraud)
- Sullivan v. Liberty Mut. Ins. Co., 444 Mass. 34 (summary judgment review requires viewing facts and inferences in favor of nonmoving party)