29 N.E.3d 197
Mass. App. Ct.2015Background
- National Indemnity Company (Nebraska) contracted with multiple insurers via Administrative Service Agreements (ASAs) to manage asbestos claims and collect reinsurance; Resolute Management (Mass.) acted as National’s agent under the ASAs.
- Transatlantic (New York) was a reinsurer that historically paid Resolute’s invoices under the ASAs; after Alleghany acquired Transatlantic, Transatlantic refused to pay many invoices.
- Plaintiffs (National and Resolute) allege Alleghany/Transatlantic withheld payments to coerce National into accepting an unfavorable commutation and to harm National/Resolute’s insurer-client relationships.
- Plaintiffs sued in Massachusetts Superior Court for tortious interference with contractual relations (ASA I–III) and violations of G. L. c. 93A, § 11.
- The trial judge allowed defendants’ Rule 12(b)(6) motion and dismissed; plaintiffs appealed.
- On appeal, the court examined applicability of Massachusetts law for c. 93A claims and choice-of-law for the tortious-interference claims; it affirmed dismissal of Resolute’s interference claims but reversed dismissal of National’s interference claims and of the c. 93A claim for further factual development.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Applicability of G. L. c. 93A, § 11 | Plaintiffs: the unfair/deceptive acts were primarily and substantially within Massachusetts, so § 11 applies | Defendants: the claim’s center of gravity is outside Massachusetts (New York), so § 11 does not apply | Reversed dismissal — complaint allegations suffice to permit discovery; center-of-gravity is a factual inquiry and cannot be resolved on the pleadings here |
| Choice of law for tortious-interference claims | Plaintiffs: Massachusetts has sufficient contacts and interests to govern the tort claims | Defendants: New York law governs and requires proof of an actual contract breach, which plaintiffs did not plead | Reversed dismissal as to National — the complaint does not establish as a matter of law that New York governs; factual development required to apply Restatement § 145 analysis |
| Sufficiency of complaint for tortious interference (National) | National: pleaded interference with ASAs and resulting harm; sufficient under Mass. law (no actual breach required) | Defendants: dismissal warranted because plaintiffs did not allege an actual breach required by New York law | Reversed as to National — cannot resolve choice-of-law and substantive sufficiency on Rule 12(b)(6) record |
| Standing of Resolute to assert interference claims | Resolute: as National’s agent, it may assert claims arising from ASAs | Defendants: Resolute lacks contractual privity and independent interest | Affirmed dismissal as to Resolute — not party to ASAs and asserts no independent contractual interest; cannot state interference with contractual relations claim |
Key Cases Cited
- Iannacchino v. Ford Motor Co., 451 Mass. 623 (pleading-stage standards; accept complaint allegations and reasonable inferences)
- Kuwaiti Danish Computer Co. v. Digital Equip. Corp., 438 Mass. 459 (framework for center-of-gravity analysis under G. L. c. 93A, § 11)
- Shafir v. Steele, 431 Mass. 365 (Massachusetts adoption of Restatement § 766A regarding interference)
- Harrison v. NetCentric Corp., 433 Mass. 465 (elements of tortious interference with contractual relations)
- Lou v. Otis Elevator Co., 77 Mass. App. Ct. 571 (Massachusetts functional approach to choice-of-law; use Restatement guidance)