Samia Companies LLC v. MRI Software LLC
2012 U.S. Dist. LEXIS 141787
D. Mass.2012Background
- Samia and MRI entered into a Master License & Services Agreement for the IRES Program, including maintenance, support, and consulting services.
- Samia alleges MRI failed to provide a promised 1099 Interest Component and to complete development of the IRES program as agreed.
- Intuit was sold to MRI; Samia alleges loss of contact and delays in development after the sale.
- Work Authorization #27661 required MRI to deliver six documents/letters; MRI allegedly failed to complete them, causing additional IT costs to Samia.
- Samia paid substantial amounts under the agreement and later disputed invoices and renewals of technical support plans (Bronze/Silver).
- Samia asserts breach of contract (Counts I, III, V, VIII), misrepresentation (Counts II, IV, VI, IX), conversion (Count VII), and a Chapter 93A claim (Count X).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the 1099 Component ambiguity allowing extrinsic evidence? | Samia claims ambiguity permits extrinsic evidence of pre-contract promises. | MRI asserts the integration clause bars extrinsic evidence expanding obligations. | Ambiguity exists; extrinsic evidence allowed; Count I survives. |
| Do Counts III and VIII survive regarding Work Authorization #27661 and non-functioning components? | Samia contends warranty and delivery failures breach the contract. | MRI argues limited warranty and notice requirements preclude the claims. | Claims survive to allow factual development; not dismissed at this stage. |
| Did MRI terminate Samia's technical support in breach of contract (Count V)? | MRI improperly terminated or replaced the Silver Plan despite payments. | MRI contends renewal terms and payment timing govern obligations. | Count V survives to be resolved on the record. |
| Are Counts II, IV, VI, IX misrepresentation claims viable given the integration clause? | Pre- and post-contract statements about the 1099 Component may be actionable misrepresentations. | Integration clause bars reliance on written contract and post-contract promises. | Pre-contract reliance survives for Count II; Counts IV, VI, IX dismissed. |
| Is the Chapter 93A claim viable and related to misrepresentation (Count X)? | Misrepresentation and contract conduct may support 93A claims. | 93A should be limited to contract breach unless misrepresentation supports it. | Count X not dismissed; 93A claim viable, potentially aided by remaining misrepresentation claim. |
Key Cases Cited
- Cumis Ins. Soc’y, Inc. v. BJ’s Wholesale Club, Inc., 455 Mass. 458 (Mass. 2009) (negligent misrepresentation elements; justifiable reliance relevance)
- Marram v. Kobrick Offshore Fund, Ltd., 442 Mass. 43 (Mass. 2004) (integration clause does not automatically bar reliance on pre-contract statements)
- Winchester Gables, Inc. v. Host Marriott Corp., 70 Mass.App.Ct. 585 (Mass.App.Ct. 2007) (parol evidence admissible to interpret ambiguous contracts)
- Bank v. Int’l Bus. Machs. Corp., 145 F.3d 420 (1st Cir. 1998) (contract interpretation and ambiguity under Massachusetts law)
- Farmers Ins. Exchange v. RNK, Inc., 632 F.3d 777 (1st Cir. 2011) (contract interpretation and reliance principles in First Circuit)
- Polito v. Sch. Comm. of Peabody, 69 Mass.App.Ct. 393 (Mass. App. Ct. 2007) (contract interpretation and ordinary meaning in Massachusetts)