795 F.Supp.3d 125
D. Mass.2025Background
- North America Photon Infotech, Ltd. (Photon), a Mauritius-based digital agency, entered into a Business Partner Referral Agreement (BPRA) with Acquia, Inc., a Delaware software company, in 2015.
- The BPRA entitled Photon to referral fees for sourcing and co-selling Qualified Leads (potential customers) that purchased Acquia’s products. Detailed referral fee terms were incorporated via hyperlinks in the BPRA.
- Disputes arose regarding: incorporation and content of the hyperlinked documents, whether Acquia could unilaterally amend referral fee terms (2018 revisions), Photon’s partnership status under the agreement, and whether Photon was owed fees for Mars and Bayer transactions (including renewals).
- Acquia reduced Photon’s partnership status and revised referral fee terms in 2018, asserting the right to do so unilaterally under the BPRA; Photon disputed both the changes and their validity absent written consent.
- Photon sued for breach of contract and breach of the implied covenant of good faith and fair dealing, seeking approximately $1.6 million in unpaid fees; Acquia moved for summary judgment, claiming all payments due were made under the enforceable agreement.
Issues
| Issue | Plaintiff’s Argument | Defendant’s Argument | Held |
|---|---|---|---|
| Incorporation of Hyperlinked Fee Terms | Links inoperable and not received, thus not binding. | Clearly referenced, part of BPRA, so binding. | Hyperlinked documents incorporated and binding. |
| Validity of 2018 Unilateral Fee Term Changes | Section 15 requires written consent for changes. | Section 1 allows unilateral amendment with notice. | Referral fee terms require written consent; unilateral changes not binding. |
| Effect of Partnership Status on Fee Entitlement | Status not changed as no notice was given. | Status reduced, limiting fees per revised terms. | Under the original terms, partnership status does not affect fee entitlement. |
| Referral Fees: Mars & Bayer (Initial & Renewals) | Entitled to 15% on all sales and renewals. | Fees paid/capped per revised terms and partnership. | 15% claim survives for Mars initial sale & Bayer co-sell; no fees for renewals or Bayer sourcing. |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment standards)
- Bank v. International Bus. Machs. Corp., 145 F.3d 420 (contract interpretation as a question of law)
- UNO Restaurants, Inc. v. Boston Kenmore Realty Corp., 441 Mass. 376 (scope of the implied covenant of good faith and fair dealing)
- Salls v. Digital Fed. Credit Union, 349 F. Supp. 3d 81 (contract ambiguity is a question of law)
- Thermal Eng’g Int’l (USA) Inc. v. Lanaville, 646 F. Supp. 3d 202 (elements for breach of contract under Massachusetts law)