Shea v. Millett, 36 F.4th 1

Plaintiff Joseph Shea, a sales/consultant, claims an oral 2010 agreement with Dr. Peter Millett entitling Shea to 10% of royalties for the life of Millett's royalty deals.
Shea emailed proposed terms in April–June 2010; Millett never signed any writing accepting those terms and explicitly asked about the term/duration.
Millett executed a 2010 royalty agreement with Arthrex that expired March 31, 2016; Millett paid Shea 10% of royalties through June 30, 2016 (≈ $600,000) but Shea did no relevant work after 2011.
Arthrex and Millett extended the royalty arrangement in 2016 (without Shea’s involvement); Millett later entered a 2018 agreement that defined a later termination date.
Shea sued in 2017 seeking payments after June 30, 2016 for breach of an oral contract, promissory estoppel, and Chapter 93A claims; the district court granted summary judgment for Millett under Mass. Gen. Laws ch. 259, § 7 (broker/finder statute of frauds).
On appeal the First Circuit affirmed: Shea’s evidence (emails, corporate minutes, draft release, payments, deposition statements) did not satisfy § 7 because no writing signed by Millett established essential terms (notably duration).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the broker/finder statute of frauds (Mass. Gen. Laws ch. 259, § 7) applies	Shea says § 7 does not apply or is satisfied by writings/statements	Millett says Shea acted as a finder/broker and § 7 applies	§ 7 applies: Shea was a broker/finder and the statute bars an unenforceable oral commission agreement
Whether writings/statements satisfy § 7's writing requirement	Emails, payments, 2011 minutes, 2013 draft release and deposition admissions together evidence the agreed terms	Millett: no signed writing by him and writings lack essential terms (esp. duration)	Not satisfied: no writing signed by Millett that contains essential terms (time for payment, duration, duties)
Whether Millett's deposition admissions remove the SOF bar	Shea contends Millett’s admissions prove a contract and thus satisfy § 7	Millett: admissions, at most, confirm payments through the 2010 agreement's term, not beyond	Admissions do not establish the duration Shea seeks and cannot replace the signed-writing requirement here
Whether denial of leave to amend was an abuse of discretion	Shea argued proposed amendments depend on enforceability of the contract	Millett argued amendment futile if no enforceable contract exists	Denial affirmed: proposed amendments depended on an enforceable contract that failed as a matter of law

Simon v. Simon, 625 N.E.2d 564 (Mass. App. Ct. 1994) (statute of frauds: writings must contain essential terms)
Cantell v. Hill Holliday Connors Cosmopulos, Inc., 772 N.E.2d 1078 (Mass. App. Ct. 2002) (ordinary meaning of broker/finder; § 7 coverage)
Alexander v. Berman, 560 N.E.2d 1295 (Mass. App. Ct. 1990) (§ 7 purpose: deter commission claims from differing recollections)
In re Rolfe, 710 F.2d 1 (1st Cir. 1983) (multiple writings may satisfy SOF only if they unambiguously relate to same transaction)
Situation Mgmt. Sys., Inc. v. Malouf, Inc., 724 N.E.2d 699 (Mass. 2000) (agreement must progress beyond imperfect negotiation to be enforceable)
Lafayette Place Assocs. v. Bos. Redev. Auth., 694 N.E.2d 820 (Mass. 1998) (courts may not supply essential terms where uncertainty remains)
Gruen Indus., Inc. v. Biller, 608 F.2d 274 (7th Cir. 1979) (UCC admission exception to SOF; distinguishable/not applicable here)
Bose Corp. v. Ejaz, 732 F.3d 17 (1st Cir. 2013) (standard for summary judgment review)