Background
In April 2019, Rondout Group Advisors, LLC and Dalkeith Group, LLC were engaged by PCH, Inc., Christian Selke (an accomplished interior designer), and James Crane to advise on PCH’s acquisition of a majority stake in Fresh American, LLC — a company that sold Selke’s branded goods through various channels. The parties contracted for Rondout and Dalkeith to provide strategic advice and help secure third-party financing. The deal closed on December 27, 2019.
Even before closing, tensions erupted. Beginning in early December 2019, the defendants alleged that the plaintiffs had committed contractual breaches and sought to reduce the contracted-for fees. They contended that Rondout’s managing director, Garcia, had schemed to reduce Selke’s postclosing compensation and control while enhancing his own, went silent during the critical run-up to closing, and misrepresented to a key investor that Selke had “cold feet” — when in fact Garcia himself had caused the investor to pull out. The plaintiffs countered that the defendants’ last-minute demands to reduce fees were threats designed to extract undeserved concessions on the eve of closing.
The plaintiffs filed suit in Superior Court asserting breach of contract, breach of the covenant of good faith and fair dealing, a commercial G. L. c. 93A, § 11 claim, and intentional interference with contractual relations. In September 2021, while the litigation was pending, the defendants paid the plaintiffs $2.1 million — the full contracted fee amount — exclusive of attorney’s fees. The plaintiffs accepted the payment. On cross motions for summary judgment, the Superior Court allowed judgment for the plaintiffs on the c. 93A claim and entered an attorney’s fee award, while allowing judgment for the defendants on all remaining claims. Both sides cross-appealed.
The Court’s Holding
The Appeals Court vacated summary judgment on the G. L. c. 93A claim and remanded for further proceedings. Massachusetts’s Consumer Protection Act (Chapter 93A), § 11 — which governs commercial disputes between businesses — prohibits “coercive or extortionate tactics” used to “extract undeserved concessions from other business entities,” including using actual or threatened contract breaches as leverage. The plaintiffs argued that the defendants’ demands to cancel the deal on the eve of closing fit that pattern as a matter of law.
The court disagreed that summary judgment was warranted. On cross motions, the court must view the evidence “in the light most favorable to the party against whom summary judgment was entered.” Viewing the record that way, the defendants had presented record-supported evidence that their fee-reduction demands were a legitimate response to real breaches by the plaintiffs — not extortionate pressure. Whether the defendants were commercial extortionists or parties reacting to their advisors’ misconduct was a genuine dispute of material fact that the motion judge could not resolve as a matter of law. Summary judgment was improvidently granted, and the attorney’s fee award fell with it.
On the contract and covenant claims, the court affirmed dismissal. Under Barron Chiropractic & Rehabilitation, P.C. v. Norfolk & Dedham Group, 469 Mass. 800 (2014), a plaintiff who accepts a defendant’s full tender — even a late one, even while continuing to dispute liability — extinguishes the breach-of-contract claim. The plaintiffs accepted $2.1 million representing the full contracted amount. Their continued protests were legally irrelevant; acceptance “removes the foundation” of a contract suit. The plaintiffs’ argument that the tender was not “full” because it excluded accrued statutory interest was equally unavailing: statutory interest is not a required component of a full tender, and accepting the principal extinguishes the right to recover interest. Because the covenant of good faith and fair dealing sounds in contract, the same tender-acceptance rule applied. Finally, the court vacated the denial of the defendants’ motion to amend to assert counterclaims against Garcia, which had been denied as moot given the now-vacated c. 93A summary judgment.
Key Takeaways
- A G. L. c. 93A, § 11 commercial extortion claim requires coercive or extortionate tactics to extract undeserved concessions. Where the defendant presents record evidence that its conduct was a legitimate response to the plaintiff’s own breaches, genuine disputes of material fact preclude summary judgment for the plaintiff — even if the defendant’s behavior also appears aggressive.
- On cross motions for summary judgment, the evidence must be viewed in the light most favorable to the party against whom summary judgment was entered. The motion judge’s failure to apply that lens to the defendants’ version of events was reversible error on the c. 93A count.
- Under Barron Chiropractic, accepting a full tender under a disputed contract bars breach-of-contract and covenant-of-good-faith claims as a matter of law. A plaintiff cannot simultaneously accept full payment and maintain a breach suit — acceptance removes the foundation of the claim.
- Statutory interest is not a required component of a “full tender.” Accepting the principal amount in full extinguishes any claim to recover accrued interest from the underlying contract dispute.
Why It Matters
Rondout Group Advisors illustrates where the limits of G. L. c. 93A commercial extortion lie. Chapter 93A is one of Massachusetts’s most powerful business-litigation tools — mandatory treble damages and attorney’s fees are available to prevailing plaintiffs — but it is not a one-way ratchet. A defendant who can marshal credible record evidence that its pressure tactics were a response to actual breaches, rather than unprovoked extortion, has a triable defense. The c. 93A summary judgment bar sits high when the predicate question of who breached first is genuinely contested.
For Boston commercial litigators, the case also reinforces the practical force of the full-tender rule. Once a business plaintiff accepts payment of the full contracted amount — under protest or otherwise — its breach-of-contract and covenant claims are gone. The c. 93A theory may survive (it is not purely contractual), but the ordinary contract damages and statutory treble-damage levers are cut off. Counsel advising clients on whether to accept a late or disputed tender should factor this in early: acceptance of even an “improper” payment is not a neutral act under Massachusetts contract law.