Columbia Plaza Associates et al.
Northeastern University No. 135850
FINDINGS OF FACT, RULINGS OF LAW AND ORDER OF
L. Sanders, Justice
case arises from a series of agreements between the defendant
Northeastern University (Northeastern) and the plaintiff
Columbia Plaza Associates (CPA), a minority owned general
partnership. The agreements related to the development of
land known as Parcel 18 adjacent to Northeastern's main
campus. Northeastern owned the parcel, and plaintiffs held
certain development rights. Plaintiffs allege that
Northeastern reaped unbargained for benefits in developing
the parcel without adequately compensating them, and also
convinced the 45 Boston Redevelopment Authority (BRA) to
approve plans needed to allow that development by
misrepresenting to the BRA that it had the plaintiffs'
participation. This matter came before the Court in October
2016 for jury-waived trial on the sole remaining count of the
Verified Complaint, Count VII, alleging a violation of
Chapter 93A. This Court concludes that judgment should enter
for the defendant.
OF FACT 
18 is located in the Roxbury neighborhood of Boston next to
Northeastern's main campus. It consists of five sub
parcels: 18-1A, 18-1B, 18-2, 18-3A and 18-3B. The BRA
designated Parcel 18 as a Planned Development Area (PDA),
specifically PDA 34. A PDA is a zoning overlay district and
is one of the tools used by the BRA to impose certain
controls on commercial development. Those tools include
Cooperation Agreements, Sales and Construction Agreements,
Master Plans and Development Plans.
1989, the BRA adopted a Master Plan and a Development Plan
for Parcel 18. The Master Plan provided for the development
of multiple buildings on four of the sub parcels, 18-1A,
18-1B, 18-3A, and 18-3B (collectively the " Development
Parcels"). The remaining sub parcel, 18-2, was to be the
site of a parking garage (the " Garage Parcel"). At
the time, Parcel 18 was owned by various government entities,
although Northeastern would ultimately become the owner of
all of Parcel 18.
formed for the purpose of participating in Boston's
" linkage plan, " a program created to promote
development in areas of Boston in need of revitalization by
linking together a commercial developer with a minority
partner. CPA held certain development rights on Parcel 18.
The commercial developer with whom CPA was paired was
Metropolitan Structures, an Illinois-based general
its inception until December 2008, CPA had two general
partners: plaintiff Ruggles-Bedford Associates Limited
Partnership (Ruggles-Bedford LP) comprised primarily of
investors from the Roxbury neighborhood; and Chinese
Investment Limited Partnership (Chinese Investment LP) which
consisted of investors from Boston's Chinese community.
Ruggles Bedford LP held a sixty percent interest in CPA,
whereas Chinese Investment LP held a forty percent interest.
Ruggles Bedford LP had 25 limited partners and one general
partner, plaintiff Ruggles Bedford Associates, Inc. (Ruggles
Bedford, Inc.) The fourth plaintiff in this case is Columbia
Ruggles Associates (CRA), a limited liability corporation
created by CPA to participate in the development of the
parking garage. In 2008, Ruggles Bedford LP bought out
Chinese Investment LP's interest.
identity of those who held positions in CPA or purported to
act on its behalf is important to the resolution of many of
the issues in this case. Chief among them was Kenneth
Guscott, a businessman who was the chairman of Ruggles
Bedford LP. William Chin served as CPA's legal counsel;
Robert Gunderson, a Boston attorney, also provided legal
advice to CPA. CPA's President was John Cruz, the founder
of a company that develops real estate and oversees
construction projects. Beginning in 1994 or 1995, Kevin
Cohee, Chief Executive Officer of One United Bank, served as
CPA's treasurer. Up until 2007, Northeastern dealt
exclusively with Guscott, Chin, and Gunderson from the
Ruggles Bedford wing of CPA; neither Cruz nor Cohee had any
communications with Northeastern before then. Paul Chan, the
treasurer of Chinese Investment LP, acted on behalf of that
group and was also in regular communication with Northeastern
until it was bought out by the Ruggles Bedford group.
1991, CPA and Metropolitan Structures formed the Ruggles
Center Joint Venture for the purpose of building on the
Development Parcels. Guscott, Chin and Chan represented CPA
in connection with that joint venture. An office building was
constructed on sub parcel 18-1B which briefly became the home
for the Registry of Motor Vehicles. Sometime in the
mid-1990s, the building was condemned, and the bank that had
financed the construction foreclosed on the property,
acquiring all four Development Parcels. In November 1997,
Northeastern acquired the Development Parcels from the entity
that had held title to them following the foreclosure.
that same time, Northeastern entered into discussions with
CPA and the BRA about developing Parcel 18. Guscott and Chan
represented CPA in these discussions. On November 12, 1997,
both Guscott and Chan, on behalf of CPA, signed a Letter of
Intent with Northeastern setting forth a framework for an
agreement among the parties regarding that development. In
late June 1999, Northeastern, CPA and the BRA (whose approval
was needed for any development) formally entered into the
arrangement contemplated by that Letter of Intent. The
arrangement was memorialized in several contemporaneous
of those agreements related to acquisition and development of
the Garage Parcel and are not directly relevant to the issues
presented at trial. A fourth agreement dated June 29, 1999
(the Master Agreement) set forth the obligations of the
parties with respect to both the Garage Parcel and future
development on the Development Parcels. See Trial Exhibit 1.
A fifth agreement (the Cooperation Agreement) documented the
parties' plan to develop the Garage Parcel and further
stated that " Northeastern, individually and/or in
partnership with CPA" planned to develop the remaining
parcels. See Trial Exhibit 15. CPA was represented in the
negotiation of these agreements by two attorneys, Chin and
Gunderson. The agreements were all signed by Guscott and Chan
on behalf of CPA and were approved by CPA's board of
these agreements provided the following. Northeastern and CPA
would form a limited liability company, Renaissance Park
Garage LLC (the Garage LLC), with Northeastern as its
manager. Northeastern would make an initial contribution of
$380, 000 to the Garage LLC, which funds would be used to
acquire Parcel 18-2 (the Garage Parcel) from the BRA after
the BRA acquired the parcel from the MBTA. Northeastern would
pay CPA $320, 000 in cash in return for what the Master
Agreement described as CPA's " Personal
Property." That was defined to include " Garage
Plans" and certain " Intangible Property"
consisting of " all contract rights, licenses, permits
and warranties" related to Parcel 18-2. Northeastern
would make an additional payment of $100, 000 as CPA's
capital contribution toward any joint venture formed between
Northeastern and CPA to develop a building on Parcel 18-3A
Section 6.3 of the Master Agreement describes that
contemplated joint venture and lies at the heart of the
dispute now before the Court.
neither Section 6.3 nor any other provision in the Master
Agreement actually created a joint venture, nor did the
Master Agreement require that either party actually enter
into one. It did require that the parties work "
diligently and in good faith" to negotiate terms "
mutually satisfactory to both parties." See Section
6.3.1 of Master Agreement. The Master Agreement also set
forth a list of issues that any joint venture agreement
should include. See Section 6.3.3 of Master Agreement. For
example, although it was contemplated that Parcel 18-3A would
be developed as a hotel or office building, the joint venture
could decide to develop it for the " institutional
purposes" of Northeastern, provided that Northeastern
pay the joint venture the fair rental value of the building.
Negotiations regarding the terms of any joint venture
agreement was to commence within six months of the Closing
Date on the Master Agreement, although that date could be
extended by either party. Finally, the Master Agreement
provided that Section 6.3 was to survive the Closing "
until full execution of the Joint Venture Agreement."
Any notices to CPA in relation to the Master Agreement were
to be sent to Chin, CPA's legal counsel.
turned out, no joint venture agreement was ever entered into
among the parties. Indeed, neither Northeastern nor CPA
submitted a draft proposal for such an arrangement. Over the
next six years, however, Northeastern did explore the
possibility of developing a hotel on Parcel 18-3A, even
hiring an outside development firm, Newcastle, to look into
its economic feasibility. Northeastern directed Newcastle to
work with CPA as a partner in that development. Both
Newcastle and Mel Shuman, outside counsel for ...