Reem Property, LLC v. Engleby, 1:15-cv-40127

Reem Property, LLC was the second-highest bidder ($275,000) at a foreclosure sale and signed a Memorandum of Sale with seller Robert Engleby, paying $10,000 and agreeing that time was "of the essence." Balance due July 10, 2015.
Reem obtained a 30-day extension (for an additional $10,000) expressly acknowledging that failure to close on time would permit Engleby to retain the $20,000 deposit; the extension preserved the time-is-of-the-essence clause.
Reem's funds were delayed by international bank review; payment was wired and received on August 13, 2015 (three days after the extension expired).
Engleby immediately declared Reem in default, returned the purchase funds to Reem on August 20, 2015, but retained the $20,000 deposit; Engleby then bought/resold the property at his original $250,000 bid via an entity he controls.
Reem sued for breach of contract (dismissed earlier), breach of implied covenant of good faith and fair dealing, unjust enrichment, conversion, and Chapter 93A violations. Engleby moved under Mass. Gen. Laws ch. 184 § 15(c) and for summary judgment; the court dissolved the lis pendens and, after discovery, granted summary judgment to Engleby on Counts II–V and awarded fees under § 15(c) with limited deductions.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Breach of implied covenant of good faith and fair dealing	Engleby shopped the property or otherwise acted to avoid the contract to benefit from a later transaction	Engleby had the right as the next-highest bidder to purchase/resell after Reem’s untimely payment; no evidence of bad faith	Court: No evidence of bad faith; summary judgment for Engleby
Unjust enrichment	Keeping the $20,000 and then purchasing the property for less was unjust enrichment	Express contract governs; unjust enrichment barred by express agreement covering the subject matter	Court: Claim precluded by express contract; summary judgment for Engleby
Conversion	Engleby wrongfully exercised dominion over the deposit and delayed return despite termination notice	Engleby did not receive funds until after default, promptly informed Reem and returned funds within a week; no wrongful dominion	Court: No factual basis for conversion; summary judgment for Engleby
Chapter 93A unfair/deceptive practices	Retaining deposit and related conduct was unfair/deceptive and willful	No evidence of unfair or deceptive conduct; conduct was contractually authorized	Court: No evidence of Chapter 93A violation; summary judgment for Engleby

Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden-shifting standard)
FAMM Steel, Inc. v. Sovereign Bank, 571 F.3d 93 (1st Cir. 2009) (implied covenant of good faith and fair dealing in contracts)
Uno Restaurants, Inc. v. Boston Kenmore Realty Corp., 805 N.E.2d 957 (Mass. 2004) (purpose of implied covenant to protect contract expectations)
Anthony's Pier Four, Inc. v. HBC Assocs., 583 N.E.2d 806 (Mass. 1991) (party must not destroy the other party’s contractual fruits)
Platten v. HG Bermuda Exempted Ltd., 437 F.3d 118 (1st Cir. 2006) (express contract precludes unjust enrichment claim)
Galipault v. Wash Rock Invs., LLC, 836 N.E.2d 1123 (Mass. App. Ct. 2005) (§ 15(c) mandates award of costs and attorneys’ fees when special motion to dismiss is allowed)