On June 9, 2026, in Rondout Group Advisors, LLC v. Fresh American, LLC, the Massachusetts Appeals Court vacated summary judgment entered in favor of the plaintiffs on their Chapter 93A, Section 11 claim, concluding that genuine disputes of material fact precluded a finding of liability.
The plaintiffs were financial advisors engaged to assist with a company acquisition on behalf of the defendants. The plaintiffs alleged that the defendants engaged in commercial extortion by threatening to derail the transaction shortly before closing unless the plaintiffs agreed to reduce their fees. The trial court accepted that theory and entered summary judgment on the Chapter 93A claim. The Appeals Court vacated that judgment, emphasizing that, in the commercial context, Chapter 93A liability based on alleged coercive conduct depends heavily on the surrounding facts and motivations of the parties.
The defendants presented evidence supporting a legitimate business justification for their actions. Specifically, the defendants contended that their efforts to renegotiate compensation were not an attempt to extract an undeserved concession, but rather a response to alleged misconduct by the plaintiffs and their managing director, including claims that the plaintiffs acted contrary to the defendants’ interests during the transaction, failed to communicate during critical stages of the deal, misrepresented the reasons a key investor withdrew, and failed to make promised investments. The Appeals Court found that this evidence created a factual dispute as to whether the defendants’ conduct constituted unlawful commercial extortion or a good faith response to perceived contractual breaches.
This decision reflects the principle that a business dispute does not become an unfair or deceptive act simply because the parties disagree about a contractual agreement or the amount owed under a contract. Although it is true that breaching the terms of an agreement and using the breach in a coercive way to secure unwarranted benefits or require the other contracting party to give up rights can violate Chapter 93A. where a defendant identifies evidence that its conduct was motivated by a genuine belief that the plaintiff breached contractual obligations or otherwise acted improperly, questions regarding unfairness, coercion, and commercial extortion are often fact-intensive and unsuitable for summary judgment. Rondout illustrates that where legitimate business justifications are supported by the record, factfinders may view the dispute as a contractual disagreement rather than an unfair or deceptive act under Chapter 93A.
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