Judge F. Dennis Saylor IV recently dismissed a plaintiff's claim under Massachusetts General Law Chapter 93A § 11 because the claim did not arise "primarily and substantially" within Massachusetts. In Mark Breiner DDS, LLC v. BTL Indus., a holistic health office sued a seller of electromagnetic and radiofrequency medical equipment. No. 24-12413-FDS, 2026 LX 67268 (D. Mass. Jan. 15, 2026). The plaintiff was an LLC registered and based in Connecticut and defendant was a Massachusetts corporation with a principal place of business in Massachusetts.
The principal owner of the plaintiff's LLC met with the defendant's sales representatives at the plaintiff's Connecticut office about purchasing the defendant's technology. The meeting allegedly led the plaintiff's owner to sign a contract for the purchase of equipment and to sign a separate contract bargaining for certain benefits and discounts if the plaintiff agreed to advertise the use of the equipment at a certain minimum price per session. Both contracts had a choice of law provision specifying that the laws of the Commonwealth of Massachusetts would control the agreement and a forum selection clause that all matters would be brought in a court in Boston. The health office eventually stopped selling sessions at the agreed-upon price, which led the medical equipment company to allegedly retaliate by telling mutual business contacts that the plaintiff's office was a "scam." The plaintiff filed this lawsuit, bringing a claim for unfair and deceptive trade practices, among other claims.
Based on these facts, Judge Saylor concluded that the plaintiff had not sufficiently alleged that the claim occurred "primarily and substantially" within Massachusetts as Chapter 93A so requires. The plaintiff was not located in Massachusetts, and the parties discussed and signed the contracts in Connecticut, where the plaintiff used the equipment and where the economic injury occurred. The defendant's status as a Massachusetts corporation could not overcome the reality that the "center of gravity" of the violation existed outside of the Commonwealth.
Further, the judge ruled that the plaintiff could not rely on the choice of law or forum clauses, which would only kick in once the plaintiff had a valid reason to be in a Massachusetts court. Based on the amended complaint, the plaintiff lacked such a reason. In other words, a choice of law provision may be "insufficient to satisfy the geographic predicate for all claims arising out of that contract." As a last note, the court pointed out that because the plaintiff based its Chapter 93A claim on "fraudulent misrepresentation, and is therefore considered tort-based," any authority that suggests a court may consider a choice-of-law provision in determining the center of gravity for a contract-based Chapter 93A claim lacks relevancy here. Accordingly, the judge granted the defendant's motion to dismiss.
This case may serve as a reminder to contracting businesses that a choice of law provision may not prove determinative for a Chapter 93A claim if the facts of the matter do not suffice to show that the claim arose "primarily and substantially" within the Commonwealth.
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