Edlow v. RBW, LLC, 688 F.3d 26

Edlow purchased three RBW Battery Wharf condos in 2004; later negotiated a revised agreement to buy two units, with a deposit reallocation from one unit toward the two remaining units.
RBW allegedly promised amenities (hotel, spa, restaurant, concierge) via marketing materials and presentation, but those promises were not in the signed PSAs, which contained merger clauses.
RBW informed Edlow in 2008 that Regent was pulling out and that promised amenities would be delayed; Edlow nonetheless signed a new agreement for two units.
Edlow withdrew from the August 15, 2008 closing on the second unit and demanded deposit refunds, contending the project remained incomplete and misrepresented.
Edlow filed suit in state court; RBW removed to federal court and moved to dismiss; Edlow sought leave to amend, which the district court denied.
The district court dismissed all counts, including misrepresentation, breach of contract, breach of the covenant of good faith and fair dealing, liquidated damages, and Massachusetts Chapter 93A claims, and denied amendment.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Merger clause and alleged promised amenities create breach claims?	Edlow relied on marketing materials and oral promises.	PSA merger clause bars reliance on unincorporated promises.	No plausible breach of contract; merger clause forecloses reliance on marketing/oral promises.
Was RBW's notice under § 9(e) of the PSA a breach?	RBW failed to notify Edlow before closing about Master Deed modifications.	Notice delivered; modifications did not impose new unit restrictions or eliminate exclusive areas.	No breach; notice prior to closing satisfied § 9(e).
Did RBW's alleged misrepresentations support 93A or common-law misrepresentation claims?	RBW misrepresented project status to induce purchase.	No actionable misrepresentations; merger clause and lack of reasonable reliance.	Misrepresentation and 93A claims fail; reliance not reasonable under merger doctrine.
Is the liquidated damages provision enforceable?	Twenty percent deposit retention is an unenforceable penalty.	Provision reasonable forecast of damages; industry norms and risk context support reasonableness.	Provision enforceable; no plausibly unreasonable or unconscionable result.
Should the district court’s denial of the motion to amend be reversed?	Amendment would cure deficiencies with additional factual pleading.	Amendments futile; no new facts; claims still fail.	No abuse of discretion; amendment denied.

Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility pleading standard)
Ayash v. Dana-Farber Cancer Inst., 822 N.E.2d 667 (Mass. 2005) (scope of implied covenant of good faith limited to contract terms)
Gossels v. Fleet Nat'l Bank, 902 N.E.2d 370 (Mass. 2009) (unfair or deceptive acts require reasonable reliance under ch. 93A)
NPS, LLC v. Minihane, 886 N.E.2d 670 (Mass. 2008) (liquidated damages reasonableness; forecast of damages standard)
Kelly v. Marx, 705 N.E.2d 1114 (Mass. 1999) (liquidated damages reasonable in real estate context)