Full Spectrum Software, Inc. v. Forte Automation Systems, Inc., 2017 WL 2389421

Background

Forte contracted with ProTom and then subcontracted performance down to Full Spectrum via Civco; Civco withdrew and directed Full Spectrum to bill Forte.
Full Spectrum began work after April 16, 2012, sent a Consulting Services Agreement (CSA) and a Work Order (WO) (the WO contained project specifics); Forte signed the CSA but repeatedly delayed signing the WO.
Full Spectrum performed work and billed $133,053.75 for work through May 14, 2012; on May 14 Forte sent its own Purchase Order with materially less favorable terms and Full Spectrum stopped work when Forte refused to sign the WO.
Full Spectrum sued in federal court (diversity) asserting breach of implied contract and Chapter 93A (Mass. consumer protection) claims; the district court submitted the Chapter 93A claim to a binding jury over Forte’s objection.
Jury found for Full Spectrum on implied contract and knowing/willful Chapter 93A violation; awarded $133,053.75 in actual damages and $350,000 punitive damages (punitive premised on Chapter 93A finding).
On appeal Forte challenged sufficiency of evidence and argued Chapter 93A claims are not entitled to jury trial under the Seventh Amendment; the First Circuit affirmed on both issues.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Sufficiency of evidence for Chapter 93A verdict	Forte "strung along" Full Spectrum: signed CSA, delayed WO, induced reliance, then substituted an adverse Purchase Order — conduct was deceptive/unfair causing substantial injury	Evidence at most a money-dispute/contract issue not amounting to unfair or deceptive business practice under Chapter 93A	Jury verdict on Chapter 93A upheld — record supports finding of intentional "stringing along" and resulting harm; punitive award argument waived for appeal
Right to jury trial on Chapter 93A claim under 7th Amendment	Chapter 93A claim (as tried) included deception/misrepresentation analogues to 18th-century actions at law; damages sought are legal — so jury right applies	Chapter 93A is a statutory creation regulating unfair conduct; no Seventh Amendment right to jury trial for Chapter 93A claims (relying on state precedent and earlier circuit dicta)	Chapter 93A claim triable to a jury in federal court; district court did not err in submitting the claim to a binding jury

Key Cases Cited

Jones ex rel. U.S. v. Mass. Gen. Hosp., 780 F.3d 479 (1st Cir.) (standard of review for JMOL)
Astro-Med, Inc. v. Nihon Kohden Am., Inc., 591 F.3d 1 (1st Cir.) (drawing reasonable inferences for verdict review)
Walsh v. TelTech Sys., Inc., 821 F.3d 155 (1st Cir.) (Chapter 93A unfair/deceptive standards)
PMP Assocs., Inc. v. Globe Newspaper Co., 321 N.E.2d 915 (Mass.) (tests for unfairness under Chapter 93A)
Greenstein v. Flatley, 474 N.E.2d 1130 (Mass. App. Ct.) ("stringing along" can constitute Chapter 93A violation)
Mass. Eye & Ear Infirmary v. QLT Phototherapeutics, Inc., 552 F.3d 47 (1st Cir.) (policing negotiations among businesses under Chapter 93A)
Curtis v. Loether, 415 U.S. 189 (U.S.) (Seventh Amendment applies to statutory causes analogous to 18th-century actions at law)
Granfinanciera, S.A. v. Nordberg, 492 U.S. 33 (U.S.) (modern test for jury-trial right in statutory actions)
Chauffeurs, Teamsters & Helpers, Local No. 391 v. Terry, 494 U.S. 558 (U.S.) (when legal and equitable issues both present)
Frappier v. Countrywide Home Loans, Inc., 750 F.3d 91 (1st Cir.) (Seventh Amendment jury right in federal court is federal question; prior circuit dicta not controlling)
Wallace Motor Sales, Inc. v. American Motor Sales Corp., 780 F.2d 1049 (1st Cir.) (earlier circuit discussion of Nei; treated as non-determinative here)
Baker v. Goldman, Sachs & Co., 771 F.3d 37 (1st Cir.) (prior case language regarding Chapter 93A jury trials not dispositive)
Nei v. Burley, 446 N.E.2d 674 (Mass.) (Massachusetts decision denying state constitutional jury right for Chapter 93A claims)