1:23-cv-12268
D. Mass.Mar 4, 2025Background
- Beacon Communities was selected by the Boston Housing Authority (BHA) to redevelop two affordable housing projects in Boston in a two-phase process (Camden and Lenox).
- BHA expressed to Beacon a desire to include a minority-owned business; Cruz Construction, a black-owned general contractor, was approached to participate.
- Cruz Construction was selected as general contractor for the Camden phase after a competitive RFP process but was not invited to bid on the later, larger Lenox phase due to performance concerns noted by Beacon and its partners during the Camden phase.
- Beacon eventually selected D.F. Pray, Inc., a white-owned company, for the Lenox phase; following this, Cruz Construction ceased pre-construction work on Lenox.
- Cruz Construction brought a six-count complaint, including breach of implied contract and federal civil rights claims, after not being chosen for the Lenox phase; Beacon moved for summary judgment on all counts.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Implied Contract for Lenox Phase | Cruz was promised Lenox phase GC role if bid was competitive. | No binding promise or agreement, RFP process required. | No contract existed. |
| Promissory Estoppel | Cruz relied on Goodman's promise to its detriment. | No clear, unambiguous promise made; reliance unreasonable. | No enforceable promise. |
| Quantum Meruit (Unjust Enrichment) | Cruz entitled to value for pre-construction services at Lenox. | Will pay once invoiced; no dispute on payment for services. | Claim moot; submit invoice. |
| Implied Covenant of Good Faith/Fair Dealing | Beacon acted in bad faith by misleading Cruz about Lenox phase. | No contract, so no covenant to be breached. | No violation; claim fails. |
| Ch. 93A Unfair Practices | Exclusion was unfair/deceptive business conduct. | Derivative of failed contract claim; facts do not support it. | No unfair practice; claim fails. |
| 42 U.S.C. § 1981 (Race Discrimination) | Exclusion based on race; white GC chosen instead. | Legitimate, performance-based reasons for exclusion. | No evidence of discrimination. |
Key Cases Cited
- Katz v. Pershing, LLC, 672 F.3d 64 (1st Cir. 2012) (affirmed elements required for implied-in-fact contracts under MA law)
- Massachusetts Eye & Ear Infirm. v. QLT Phototherapeutics, Inc., 412 F.3d 215 (1st Cir. 2005) (agreement on essential contract terms required)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary judgment standard clarified, requiring more than a 'scintilla' of evidence)
- Neuhoff v. Marvin Lumber and Cedar Co., 370 F.3d 197 (1st Cir. 2004) (explained elements and limitations of promissory estoppel)
- Uno Rests., Inc. v. Boston Kenmore Realty Corp., 441 Mass. 376 (2004) (scope of the implied covenant of good faith and fair dealing)
- Hammond v. Kmart Corp., 733 F.3d 360 (1st Cir. 2013) (requirements for a § 1981 race discrimination claim)