United States District Court, D. Massachusetts
ORDER ON MOTIONS FOR SUMMARY JUDGMENT (DOCS. 120 AND
Sorokin, United States District Judge.
Chesterton Capital LLC (“Chesterton”) sued
Defendants John Loudon (“Loudon”), Byron Holley
(“Holley”), and Legacy Point Capital LLC
(“Legacy Point”) for common law fraud and
violation of Mass. Gen. Laws Ch. 93A in relation to a loan
Chesterton extended toward the production of a
long-in-the-works Janis Joplin biopic, “Get It While
You Can” (herein “GIWYC”). In turn, Loudon
and Legacy Point (together, the “Third Party
Plaintiffs”) filed a Third Party Complaint against Anne
Brensley (“Brensley”) for, inter alia,
fraud, breach of fiduciary duty, breach of contract, and
indemnification. Doc. 40 at 1. These claims arise from
Brensley's engagement to assist Loudon, Holley, and
Legacy Point in obtaining the loan from Chesterton. Brensley
has moved for summary judgment on these claims. Doc. 120.
Loudon and Legacy Point have opposed Brensley's motion,
Doc. 127, and filed a cross-motion for summary judgment on
their claim for indemnification, Doc. 128, which Brensley has
opposed, Doc. 139.
reasons stated below, the Court ALLOWS IN PART and DENIES IN
PART Brensley's Motion for Summary Judgment (Doc. 120)
and DENIES Third Party Plaintiffs' Cross Motion for
Partial Summary Judgment (Doc. 128).
Agreements between Third Party Plaintiffs and
and Holley are Managing Members of Legacy Point, an
investment banking company. Beginning in June 2012, Legacy
Point acted as a broker and middleman and sought investors
for the GIWYC project. Doc. 40 at 2. At that time, Brensley
was the Managing Director of Boston Financial Trust Advisors,
LLC (“BFT”). Id. On or around August 15,
2012, Legacy Point, BFT, and a separate production company,
Get It While You Can, LLC (“GIWYC LLC”), executed
a Co-Financing Agreement, under which BFT agreed to assist
Legacy Point and GIWYC LLC with obtaining funding for GIWYC.
Doc. 49-2 at 16-23. This agreement provided: “Nothing
contained herein shall constitute a partnership between or
joint venture by, the parties hereto or constitute either
party the agent of the other.” Id. at 19.
February 4, 2013, Loudon and Holley (on behalf of Legacy
Point) and Brensley (on behalf of BFT) executed a Venture
Agreement under which they agreed “to collaborate to
finance an on-going slate of feature films and/or structure
the financing for entertainment projects secured through the
joint efforts of the Parties and to direct all film related
projects that either party anticipates participating in, into
the collaboration.” Doc. 88-1 at 2. The Venture
Agreement entitled Brensley to a share of “[a]ll
revenue, and profits paid to the extent and arising from this
Venture Agreement[.]” Id. at 7. It further
“Nothing contained in this Agreement shall be deemed to
create or establish, and nothing contained in this Agreement
shall be interpreted as recognizing or acknowledging the
existence of a partnership by or between existing Parties
hereto, it being understood and agreed that each of The
Parties is acting independently of the other in connection
with the subject matter of this Agreement.”
Id. at 8.
to the Co-Financing Agreement but prior to entering the
Venture Agreement, Brensley introduced Third Party Plaintiffs
to Chesterton, who agreed to provide a $1.2 million bridge
loan towards the GIWYC project (the “Chesterton
Loan”). Doc. 40 at 2. While GIWYC LLC ultimately
received the Chesterton Loan, Chesterton sought from Loudon
and Holley personal guaranties and confirmation of their
financial capacity to backstop the loan. Id.; Doc.
88 at 5. Loudon and Holley agreed to guaranty the loan and
produced proof of funds of over $3 million. Id. They
separately entered into a side letter with GIWYC LLC
outlining the terms under which they would provide personal
guaranties. Id. On or around October 9, 2012,
Chesterton and GIWYC LLC closed on the Chesterton Loan, and
Loudon and Holley signed personal guaranties thereof. Doc.
Nos. 25-1 and 25-2.
2013, Chesterton provided several loan extensions and
advanced additional amounts to GIWYC. Doc. 1 at 7-9. However,
neither GIWYC nor Third Party Plaintiffs procured the
financing necessary to begin production of the film. Doc. 38
at 7. GIWYC LLC defaulted on the Chesterton Loan on June 1,
2014. Doc. 1 at 9.
an uncollectable judgment against GIWYC LLC, Chesterton
brought suit on the personal guaranties in state court. Doc.
1 at 9. Chesterton separately brought this action in federal
court. Chesterton's Complaint alleges that Defendants
engaged in unfair and/or deceptive acts and practices and
made misrepresentations of material fact about their
financial wherewithal in order to induce Chesterton to invest
in the GIWYC project. Id. at 10-11. Consistent with
their claims in the state court litigation,  Loudon and Legacy
Point filed a Third Party Complaint in this action against
Brensley for her role in the GIWYC project. Doc. 40.
SUMMARY JUDGMENT STANDARD
court may grant summary judgment only where there is no
genuine issue of material fact and the moving party is
entitled to judgment as a matter of law.” Perez v.
Lorraine Enterprises, Inc.,769 F.3d 23, 29 (1st Cir.
2014) (citing Fed.R.Civ.P. 56(a)). “A
‘genuine' issue is one on which the evidence would
enable a reasonable jury to find the fact in favor of either
party.” Id. (citation omitted). “A
‘material' fact is one that is relevant in the
sense that it has the capacity to change the outcome of the
jury's determination.” Id. (citation
omitted). “When considering the summary judgment
record, all reasonable inferences are to be drawn in favor of
the party opposing summary judgment, ...