United States District Court, D. Massachusetts
MEMORANDUM & ORDER
Nathaniel M. Gorton United States District Judge
case arises out of discussions regarding a potential purchase
of 88 railroad cars by plaintiff APB Realty, Inc.
(“plaintiff” or “APB”) from defendant
Georgia-Pacific LLC (“defendant” or
before the Court is defendant's motion to dismiss for
failure to state a claim upon which relief can be granted.
For the reasons that follow, defendant's motion will be
about April, 2015, Georgia-Pacific and APB entered into
negotiations for the sale and purchase of 88 railroad cars.
Specifically, on April 24, 2015, Georgia-Pacific sent an
e-mail to APB soliciting an offer for the subject cars.
order to facilitate the sale of the railroad cars,
Georgia-Pacific retained Liquidity Services, Inc.
(“Liquidity”) as its broker. Thereafter, on June
24, 2015, Liquidity e-mailed APB the following:
Thank you [APB] for your call this morning. I wanted to
review my understanding of your offer for all of the railcars
Please review and confirm that I have understood your offer
correctly . . . .
Total for all 88 x Log Stake Railcars $1, 636, 000
(Including 16% Buyer's Premium).
Please respond with a confirmation so that I have something
in writing detailing your offer.
(emphasis in original).
further discussions between APB and Liquidity, Liquidity
e-mailed APB on July 23, 2015, that it had “presented
[APB's] offer to [Georgia-Pacific] for final
approval.” Shortly thereafter, Liquidity sent the
following e-mail to APB:
Here are the two options that [Georgia-Pacific] has brought
back to close the deal on.
Option 1, basically states that for $61K, you buy insurance
that will replace as many Southern Wheels as needed to
eliminate that problem. [Georgia-Pacific] will manage and
take care of that issue. So after any real costs, you are
paying a small percentage as ...