The Litigation team secured a complete dismissal, with prejudice, of claims for $25 million (plus treble damages and attorneys’ fees) in the Massachusetts Superior on behalf of client Piaggio Fast Forward, Inc. (“PFF).
The case arose from failed negotiations for a commercial lease agreement by which PFF would lease an office and manufacturing facility from Hood Park LLC (“Hood”). After negotiations between Hood and PFF broke down, Hood sued PFF and its parent company, Piaggio Group Americas, Inc. (“PGA”). Hood alleged that the parties had in fact entered into an enforceable lease during these negotiations, that PFF had breached that lease, and that PGA had breached its guaranty of that lease. Hood also brought related claims for breach of the covenant of good faith and fair dealing, unfair and deceptive trade practices under Chapter 93A, declaratory judgment, and fraudulent misrepresentation.
Hood argued that a valid lease had been formed when PFF provided its signature to Hood, despite the fact that the cover email stated that the signature was “contingent on agreement on” an unsettled term of the lease. Hood further argued that even if PFF’s provision of the signature page had not created an enforceable lease, one was created either because the parties later reached agreement on this unsettled term or because PFF later accepted the contract by performance. Hood further argued that PFF had breached the implied covenant of good faith and fair dealing, engaged in unfair and deceptive trade practices, and committed fraudulent misrepresentation by misrepresenting its intention to enter into a lease with and by waiting to request the unsettled term until after Hood released its existing tenant, both in an effort to extort Hood (although the complaint provided no specifics on what PFF allegedly sought to extort).
Goodwin moved to dismiss in December 2022, focusing on a provision of the Lease that “this Lease shall be effective as a lease only upon execution and unconditional delivery thereof by both Landlord and Tenant.” The team argued that, based on this provision, PFF’s conditional signature created a condition precedent and that—because the condition was never satisfied (because agreement on the term remained unsettled)—the breach of contract claims (and the ancillary claims) failed. The team further argued that the ancillary claims were insufficiently pled in their own right for a variety of reasons.
After the Court rescheduled the hearing date multiple times, the motion was finally heard on Monday, May 1. Less than twenty-four hours later, the court issued an opinion fully dismissing Hood’s complaint with prejudice, accepting nearly all of PFF’s arguments. In doing so, it concluded that there was no valid, enforceable contract because the condition precedent created by the conditional provision of signatures was not satisfied, a party to a negotiation is free to withdraw at any point before the creation of a valid and enforceable contract, and that nothing about PFF’s conduct constitutes fraud, bad faith, or unfair or deceptive conduct.
Read the judgement.