United States District Court, D. Massachusetts
MEMORANDUM AND ORDER
J. Casper United States District Judge
Peter Callahan and Josephine Sasso Callahan (“the
Callahans”) have filed this lawsuit against Defendants
Susan Shepherd (“Shepherd”) and Mark Hart
(“Hart”) (collectively, “Defendants”)
alleging breach of contract, breach of the implied covenant
of good faith and fair dealing, breach of express and implied
warranties, negligence, and violations of Mass. Gen. L. c.
93A and Mass. Gen. L. c. 142A. D. 1. Shepherd and Hart now
move to dismiss for failure to state a claim. D. 16. For the
reasons stated below and as noted at the September 24, 2018
status conference, D. 30, the Court DENIES the motion except
to the extent that Count III alleges a claim for breach of an
Standard of Review
Court will grant a motion to dismiss pursuant to Rule
12(b)(6) if the complaint fails to plead sufficient facts
that “state a claim to relief that is plausible on its
face.” Bell Atl. Corp. v. Twombly, 550 U.S.
544, 570 (2007). The Court “must assume the truth of
all well-plead[ed] facts and give the plaintiff the benefit
of all reasonable inferences therefrom.” Ruiz v.
Bally Total Fitness Holding Corp., 496 F.3d 1, 5 (1st
Cir. 2007) (citing Rogan v. Menino, 175 F.3d 75, 77
(1st Cir. 1999)). “Exhibits attached to the complaint
are properly considered part of the pleading ‘for all
purposes,' including Rule 12(b)(6).” Pare v.
Northborough Capital Partners, LLC, 133 F.Supp.3d 334,
336 (D. Mass. 2015) (quoting Trans-Spec Truck Serv., Inc.
v. Caterpillar, Inc., 524 F.3d 315, 321 (1st Cir.
following facts are taken from the complaint, D. 1, and
accepted as true for the purpose of considering the motion to
dismiss. The Callahans reside in New York City and own a
residential dwelling on Nantucket, Massachusetts (“the
Property”). D. 1 ¶¶ 2, 3, 8. Since 2005, the
Callahans have used the Property as a second home during
vacations and holidays. D. 1 ¶ 9. In September 2015, the
Callahans entered into an agreement with the Defendants for
the Defendants to make certain home improvements to the
Property. D. 1 ¶ 10. Although the parties
“attempted to reduce their agreement to writing”
and the Defendants “drafted and presented a written
agreement, ” that written agreement was never signed by
either the Callahans or the Defendants. D. 1 ¶ 10. In
October 2015, the parties expanded the scope of improvements
to be performed and drafted a Scope of Work document dated
October 28, 2015. D. 1 ¶ 11. The Scope of Work lists the
address of the Property, the date (10/28/2015), and a list of
tasks with accompanying prices. D. 1-1 at 2.
alleged, the Defendants promised that the improvements
detailed in the Scope of Work would be completed by May 15,
2016. D. 1 ¶ 12. Those improvements were not completed
by this due date. D. 1 ¶ 13. The Callahans allege that
some of the work was done “incompletely, negligently or
in an unworkmanlike manner;” that some of the
improvements made by the Defendants were never approved by
the Callahans or part of the scope of work and that the
Callahans were double-billed for some of the improvements. D.
1 ¶¶ 14-17. The Callahans further allege that due
to the delay in completing the improvements and the
unworkmanlike quality of the improvements, the Property was
uninhabitable as of May 15, 2016 and will again become
uninhabitable when further work is undertaken there to
complete and repair the work that the Defendants should have
done properly. D. 1 ¶ 18. Finally, the Callahans allege
that it will cost over $200, 000 to complete the improvements
and correct the improperly completed work by the Defendants.
D. 1 ¶ 19.
Callahans filed this complaint on March 24, 2017. D. 1. On
February 23, 2018, the Court denied the Defendants'
motion to dismiss for lack of subject matter jurisdiction. D.
11. The Defendants have now moved to dismiss for failure to
state a claim. D. 16. On June 22, 2018, the Court heard
argument from the parties regarding the Defendants'
motion to dismiss and took the matter under advisement. D.
27. At the recent status conference, D. 30, the Court
informed counsel of its ruling on this motion, but this
memorandum explains the reasons for that ruling.
Callahans bring claims of breach of contract, breach of the
implied covenant of good faith and fair dealing, breach of
express and implied warranties, negligence, violation of
Chapter 142A and violation of Chapter 93A. D. 1. Since the
Defendants move to dismiss all of these claims, D. 16, the
Court addresses each of these claims in turn.
Breach of Contract (Count I)
state a claim for a breach of contract under Massachusetts
law, a plaintiff must allege that “a valid, binding
contract existed, the defendant breached the terms of the
contract, and the plaintiff sustained damages as a result of
the breach.” Young v. Wells Fargo Bank, N.A.,
717 F.3d 224, 232 (1st Cir. 2013) (citation omitted). The
Defendants contend that the complaint fails to state a claim
for breach of ...