Karter v. Pleasant View Gardens, Inc. et al

Filing 87

Judge Rya W. Zobel: Memorandum of Decision and ORDER entered denying 78 Motion to Amend; denying 79 Motion for Reconsideration (Urso, Lisa)

Case 1:16-cv-11080-RWZ Document 87 Filed 08/09/18 Page 1 of 5

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

CIVIL ACTION NO. 16-cv-11080-RWZ

PATRICIA KARTER
v.

PLEASANT VIEW GARDENS, INC.,
HENRY HUNTINGTON and ROBERT LADUE

MEMORANDUM OF DECISION AND ORDER
August 9, 2018

ZOBEL, S.D.J.
In its March 31, 2017 Memorandum of Decision (Docket # 27), this court allowed
defendants’ motion to dismiss plaintiff’s claim for unfair and deceptive business
practices under Massachusetts General Laws chapter 93A, §§ 2, 11 (“93A claim”).
Plaintiff has moved for reconsideration and for leave to amend her complaint, and
defendants oppose both motions.
I.

Background
Count I of plaintiff’s original complaint alleges that defendants engaged in unfair

and deceptive acts and practices in violation of Massachusetts General Laws chapter
93A, §§ 2, 11. Chapter 93A prohibits “[u]nfair methods of competition and unfair or

1

Case 1:16-cv-11080-RWZ Document 87 Filed 08/09/18 Page 2 of 5

deceptive acts or practices in the conduct of any trade or commerce.” Mass. Gen. Laws
ch. 93A, § 2(a).
In the March 2017 order plaintiff now challenges, I dismissed her 93A claim on
two grounds. First, I reasoned that the protections of Chapter 93A do not extend to
intra-enterprise “disputes . . . between individual members of a partnership arising from
partnership business[] and transactions and disputes between parties to a joint
venture.’” Docket # 27, at 6 (quoting KPS & Assocs., Inc. v. Designs By FMC, Inc., 318
F.3d 1, 23 (1st Cir. 2003)). Second, even assuming the statute’s application to fraud
cases between business partners, I concluded that the complaint failed to adequately
allege fraud. Id. at 8, 19-20.
II.

Motion for Reconsideration
“[M]otions for reconsideration are appropriate only in a limited number of

circumstances: if the moving party presents newly discovered evidence, if there has
been an intervening change in the law, or if the movant can demonstrate that the
original decision was based on a manifest error of law or was clearly unjust.” United
States v. Allen, 573 F.3d 42, 53 (1st Cir. 2009). The court has substantial discretion to
grant or deny a motion for reconsideration, but will not consider any argument already
rejected, or any theory that could—and should—have been raised earlier. See Ruiz
Rivera v. Pfizer Pharmaceuticals, LLC, 521 F.3d 76, 81 (1st Cir. 2008); Nat'l Metal
Finishing Co., Inc. v. Barclaysamerican/Commercial, Inc., 899 F.2d 119, 123 (1st Cir.
1990).
Plaintiff argues neither a change in nor error of law. Instead, alluding to the
“newly discovered evidence” path to reconsideration, she relies “on positions staked out

2

Case 1:16-cv-11080-RWZ Document 87 Filed 08/09/18 Page 3 of 5

by the Defendants post-dating the initial Complaint and motion practice.” Docket # 79,
at 15. Alternatively, she urges that reconsideration must be allowed “to prevent
manifest injustice.” Id.
In the way of newly discovered evidence, however, plaintiff points merely to
defendants’ framing of facts long known to her. Specifically, she argues that
defendants’ characterization of her as an independent consultant rather than as a
partner in a joint venture gives new life to her 93A claim. Where plaintiff signed the
Consulting Agreement in 2014 and pleaded related allegations in her original complaint,
see, e.g., Docket # 8, ¶¶ 37–41, a defense, even if new, that relies on the same facts
hardly constitutes newly discovered evidence.
Similarly, plaintiff argues that “upon the evidence now in the record,” she has
pleaded sham negotiations with sufficient particularity to revive her 93A claim. Docket #
79, at 17. The evidence to which she refers, however, is not newly discovered so much
as newly pleaded, and is therefore more properly addressed in Section III below.
III.

Motion for Leave to Amend Complaint
Although leave to amend is freely given under Rule 15, it need not be if the

additional allegations would not cure the original deficiency. See In re Montreal, Maine
& Atlantic Railway, Ltd., 888 F.3d 1, 12–13 (1st Cir. 2018).
Here, plaintiff’s additional allegations concerning her purported independent
consultant status (Docket # 78-1, ¶¶ 12(a), 38(a–d)) do not rectify the original
complaint’s intra-enterprise bar to 93A relief. Despite having proposed additional facts
concerning her consulting work for defendants and other clients, plaintiff still advances a
partnership theory in which she was denied her promised share of equity in the joint

3

Case 1:16-cv-11080-RWZ Document 87 Filed 08/09/18 Page 4 of 5

venture. See, e.g., id. ¶ 48 (describing term sheet “tracking the expectation that each
partner would have an equity stake in the new company”); ¶ 73(b) (referencing
negotiations concerning the “equity stake in the business she was jointly developing
with [defendants]”). It remains true that “[t]he association between the plaintiff and the
defendant[s] in the interests of forming a business venture together is not the kind of
commercial transaction regulated by the statute.” Petricca Dev. Ltd. P’ship v. Pioneer
Dev. Co., 214 F.3d 216, 223 (1st Cir. 2000) (quoting Szalla v. Locke, 657 N.E.2d 1267,
1270 (Mass. 1995)).
Her additional allegations of sham negotiations (Docket # 78-1, ¶¶ 50–60, 67(a–
b), 70, 74(b)) similarly fail to cure the original deficiency. That deficiency, as described
in the March 2017 order, consisted of plaintiff’s failure to “adequately identify the basis
for inferring a fraudulent intent” at the time Huntington made statements about intending
to enter a partnership. Docket # 27, at 20. Plaintiff now alleges that even as Huntington
acknowledged plaintiff’s right to an equity stake, defendants’ counsel used unethical
tactics “to push Ms. Karter away.” Docket # 78-1, ¶ 60. She also alleges that, having
cut plaintiff out of the venture, Huntington “dissembled” as to his reasons for doing so.
Id. at ¶ 67. Even taken together as true, these new allegations do not show defendants’
requisite fraudulent scienter at the time any promises of equity partnership were made.
Because the complaint as amended would still fail to state a claim upon which
relief could be granted, plaintiff’s motion for leave to amend (Docket # 78) is denied as
futile. See Glassman v. Computervision Corp., 90 F.3d 617, 623 (1st Cir. 1996).

4

Case 1:16-cv-11080-RWZ Document 87 Filed 08/09/18 Page 5 of 5

IV.

Conclusion
For the foregoing reasons, plaintiff’s Motion for Reconsideration (Docket # 79) is

denied. Her Motion to Amend Complaint (Docket # 78) is also denied, because futile.

____August 9, 2018____
DATE

__________/s/Rya W. Zobel_______
RYA W. ZOBEL
SENIOR UNITED STATES DISTRICT JUDGE

5