Freitas v. JPMorgan Chase Bank, N. A., 1:15-cv-13493

Freitas owned a Nantucket vacation property financed by Chase; he refinanced multiple times and defaulted in December 2013.
Chase previously offered forbearance and later proposed a short sale that would have required Freitas to contribute $3 million; he declined.
On December 30, 2014, Chase loan officer Julio Alejo called to describe the deed-in-lieu process; Alejo explained steps (request, negotiator, due diligence, attorneys prepare documents) and stated the deficiency "will be waived."
Later that day Freitas faxed a letter stating he accepted a deed in lieu and attached a listing agreement; subsequently Chase informed him a $3 million cash contribution was required and denied the deed-in-lieu request.
Chase foreclosed and sold the property July 30, 2015, claiming a deficiency of about $4.4 million.
Procedural posture: cross-motions for summary judgment; the court granted Chase’s motion and denied Freitas’s.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a binding contract was formed for Chase to accept a deed in lieu and forgive the deficiency	Freitas: Alejo’s call plus Freitas’s faxed letter created an offer and acceptance; deficiency waiver was promised	Chase: call was preliminary negotiation/description of process; no definite offer or agreement on material terms; final written documents were contemplated	No contract: no meeting of the minds; summary judgment for Chase
Whether promissory estoppel applies	Freitas: he reasonably relied on Alejo’s statements and changed position	Chase: no definite promise was made; reliance was not justifiable given context	Denied: estoppel claim fails because no binding promise or justifiable reliance
Whether negligent misrepresentation claim is viable	Freitas: Alejo made false assurances about deficiency forgiveness which Freitas relied on	Chase: Alejo merely described process and sought interest; no actionable false statement or justifiable reliance	Denied: no actionable misrepresentation or justifiable reliance
Whether conduct violated Mass. Gen. Laws ch. 93A	Freitas: Chase’s statements and conduct were unfair/deceptive	Chase: statements were investigatory; not unfair or deceptive under the circumstances	Denied: 93A claim fails; call was preliminary and not deceptive

Tropigas de Puerto Rico, Inc. v. Certain Underwriters at Lloyd’s of London, 637 F.3d 53 (1st Cir.) (summary judgment standard and viewing facts for nonmovant)
Anderson v. Liberty Lobby, 477 U.S. 242 (U.S. 1986) (definition of genuine dispute and materiality for summary judgment)
I & R Mech., Inc. v. Hazelton Mfg. Co., 817 N.E.2d 799 (Mass. App. Ct.) (offer and acceptance principles; acceptance by requested return)
Situation Mgmt. Sys., Inc. v. Malouf, Inc., 724 N.E.2d 699 (Mass.) (meeting of the minds and intent to be bound; parties must have present intention)
Mass Cash Register, Inc. v. Comtrex Sys. Corp., 901 F. Supp. 404 (D. Mass.) (inference that parties do not intend to be bound where final written agreement is contemplated)