A quarterly summary and brief analysis of significant decisions issued by the Massachusetts Superior Court Business Litigation Session. A service of O’Connor, Carnathan and Mack LLC.		  

May 2005

Volume 2
Number 1
Page 3
 

Summarizing opinions from January 1, 2005
through
March 31, 2005


Extrinsic Evidence Insufficient for Ambiguous Contract
 

 
 

 

 





 
     

C  O  N  T  R  A  C  T        D  I  S  P  U  T  E   S  :
In the first quarter of 2005, the Court made clear that it expects the parties to provide sufficient evidence to interpret ambiguous contracts. In other contract and quasi-contract cases, the Court applied settled principles and common sense.

Instrument Indus. Trust v. Danaher Corp., 19 Mass. L. Rep. 27, 2005 Mass. Super. LEXIS 64  (February 14, 2005) (Van Gestel, J.).
     

Citing the “significant teaching” of President and Fellows of Harvard College v. PECO Energy Comp., 57 Mass. App. Ct. 888 (2003), the Court denied a motion for summary judgment



 

 
where it found that the contract at issue was ambiguous and that the extrinsic evidence in the record was insufficient to cure the ambiguity.

 
 

 

 


 


 
 
     
     


Challenged Evidence Admissible to Interpret Ambiguous Contract
 
 




 


 

Beth Isr. Deaconess Med. Ctr., Inc. v. MATEP, LLC, 2005 Mass. Super. LEXIS 124
(March 10, 2005) (Van Gestel, J.)
     

On remand from the Appeals Court with directions to interpret a contract the Appeals Court had held ambiguous, the Court denied two motions in limine to exclude handwritten notes and evidence of conversations. “The teachings in the

 



 
PECO opinion, if nothing else, suggest that almost anything reasonable may be considered by a trial judge in attempting to discern the meaning of an ambiguous contractual term or phrase.” 
 


 




 
 
     
     
 


Alleged Oral Contract Unenforceable
 
 




 

 

 

 




 

Vision Sys., Inc. v. EMC Corp., 19 Mass L. Rep. 139, 2005 Mass. Super. LEXIS 67
(February 28, 2005) (Van Gestel, J.).
     

Vision Systems, Inc. (“Vision”) alleged that EMC Corp. (“EMC”) had orally contracted to purchase smoke detection units from Vision. The Court granted EMC summary judgment on all counts.

The Court held that the alleged contract was invalid under the Statute of Frauds because it was not in writing and met none of the statutory exceptions. It also held that the United Nations Convention On Contracts for the International Sale of Goods (an international version of the UCC that has no Statute of Frauds provision) did not apply because the companies were not from different countries within the meaning of that Convention.

 



 

 

 



 

The Court rejected any promissory estoppel claim. “Where parties attempt to negotiate a detailed written agreement . . . for the better part of a year, it is unreason-able, as a matter of law, for one party to rely on alleged oral promises made by the other unless they were incorporated in an executed contract.” Id. at *18-19.

The Court also rejected plain-tiff’s quantum meruit claim because EMC had received no benefit from Vision for which it did not pay. Vision’s development of a product that EMC could have purchased did not constitute a benefit to EMC.
Finally, the Court rejected the “ubiquitous” Chapter 93A claim. Id. at *22-23. 

 


 

 

 

 

 




 
 
     
     
 


General Contractor Not Directly Liable to Sub-Sub-Contractor
 
 

 

 



 

Daniel Marr & Son Co. v. Coreslab Structures (Conn), Inc., 2005
Mass. Super. LEXIS 66  (March 2, 2005) (Van Gestel, J.).
     

Plaintiff Daniel Marr & Son Co. (“Marr”) was a sub-sub-contractor, hired by Defendant Coreslab Structures (Conn), Inc. (“Coreslab”). Marr had no direct oral or written agreement with the General



 

 
Contractor, Beacon Skanska Construction Company (“Skanska”). The Court held that Skanska was not liable to Marr in quantum meruit, and also rejected Marr’s Chapter 93A claim against Skanska.
 

 

 



 
 
     
     
 


Settlement Agreement Enforced
 
 




 

 


 

Mechanical Constr. Management, Inc. v. Dowd Plumbing Corp., 19 Mass. L. Rep. 25, 2005 Mass. Super. LEXIS 58  (2005) (Van Gestel, J.).
     

After paying approximately $72,000 toward a settlement in the amount of $95,178, Dowd balked at paying the balance. The parties had failed to file the stipulation of dismissal contemplated by the settlement agreement, and the plaintiff brought a motion to enforce it.
The Court rejected Dowd's contention that a provision stating that it would pay
 





 
 “as soon as possible and certainly no later than three days from Dowd's receipt of payment” from a third party constituted a “pay when paid clause.” It also rejected the contention that the failure to file the stipulation of dismissal was a material breach of contract. The Court entered judgment for the plaintiff in the amount of the unpaid settlement.
 


 

 

 


 
 
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