Defendant's Attorney:
Description: Boston, Massachusetts civil litigation lawyers represented the parties in a breach of contract case involving the statute of frauds seeking more than $100,000 in damages and/or injuries.
In this action under Massachusetts law by Joseph B. Shea ("Shea") for an alleged breach
of an oral contract by Dr. Peter Millett ("Millett"), the district
court on cross-motions entered summary judgment for Millett. The
district court correctly concluded that Shea had not satisfied the
special provision of the Massachusetts statute of frauds for
brokers and finders, Mass. Gen. Laws ch. 259, § 7, to establish a
contractual obligation for Millett to make payments to Shea beyond
June 30, 2016.
* * *
In March 2010, Millett spoke with Shea at a medical
conference in New Orleans, seeking Shea's help in negotiating a
deal with Arthrex for Millett's work on certain products. Millett
believed Shea had contacts at Arthrex that would be valuable to
Millett's efforts in obtaining a royalty agreement with the
company. The two had a ten- to fifteen-minute conversation at a
bar about such an arrangement. Shea testified at his deposition
that Millett offered during that conversation "15 percent of what
[Millett] get[s] paid," to which Shea responded he "would rather
get 10 percent for the life of the deal." Although the parties
"didn't really discuss the details," Shea understands this
conversation to have created a binding agreement. Millett
disagrees.
* * *
To satisfy the statute of frauds, one or more writings
"must contain directly, or by implication, all of the essential
terms of the parties' agreement," Simon, 625 N.E.2d at 567; see
also In re Rolfe, 710 F.2d 1, 3 (1st Cir. 1983) (Breyer, J.)
(quoting Restatement (Second) of Contracts § 132), and be signed
by the party to be charged, Cousbelis v. Alexander, 54 N.E.2d 47,
48 (Mass. 1994) (quoting Des Brisay v. Foss, 162 N.E. 4, 6 (Mass.
1928)). The writings "must be accurate[,] must contain all the
provisions of the oral contract with which the plaintiff is seeking
to charge the defendant," Harrington v. Fall River Hous. Auth.,
538 N.E.2d 24, 29 (Mass. App. Ct. 1989) (quoting A.B.C. Auto Parts,
Inc. v. Moran, 268 N.E.2d 844, 847 (Mass. 1971)), and must set
forth these essential terms with "reasonable certainty," Simon,
625 N.E.2d at 567 (citing Restatement (Second) of Contracts
§ 131(c) (Am. L. Inst. 1979)); see also Pappas Indus. Parks, Inc.
v. Psarros, 511 N.E.2d 621, 623 (Mass. App. Ct. 1987) (describing
past "caution[s] against the transformation of general expressions
of intent, when significant details remain to be resolved, into
legally binding agreements," "[p]articularly in the context of a
complex commercial transaction"). A party's performance under an
alleged oral agreement will not, without more, remove the agreement
from the statue of frauds. See Marcy v. Marcy, 91 Mass. (9 Allen)
8, 12 (1864); Meng v. Trs. of Bos. Univ., 693 N.E.2d 183, 186–87
& n.4 (Mass. App. Ct. 1998).
Outcome: Affirmed.
Plaintiff's Experts:
Defendant's Experts:
Comments:
Kent Morlan, Esq.
Editor & Publisher
