United States District Court, D. Massachusetts
LISA C. PAZOL, MARIA C. NEWMAN, LISA RUSS, and AUDREY J. BENNET, on behalf of themselves and others similarly situated, Plaintiffs,
TOUGH MUDDER INCORPORATED, TOUGH MUDDER, LLC, and BK BRIDGE EVENTS, LLC, Defendants.
ORDER AND MEMORANDUM ON DEFENDANT'S MOTION TO
DISMISS AND PLAINTIFFS' MOTION FOR SUMMARY JUDGMENT
(DOCKET NOS. 18 & 25)
TIMOTHY S. HILLMAN, DISTRICT JUDGE
Pazol, Maria A. Newman, Lisa Russ, and Audrey J. Bennet
(“Plaintiffs”) bring this action asserting
several claims against Tough Mudder Inc. (“Tough
Mudder”) resulting from its failure to hold an event in
the advertised location and the subsequent mediation of those
claims, which resulted in a settlement.
Mudder now moves to dismiss Plaintiffs' claims for breach
of contract (Count I), breach of the covenant of good faith
and fair dealing (Count II), unjust enrichment (Count (III),
violations of Mass. Gen. Laws ch. 93A (Counts IV and VII),
and declaratory judgment (Count VIII). For the reasons stated
below, Tough Mudder's motion (Docket No. 18) is
addition, Plaintiffs move for summary judgment on breach of
the settlement agreement (Count V). For the reasons stated
below, Plaintiffs' motion (Docket No. 25) is also
granted. As explained below,
however, the Court will not rescind the parties'
registered and paid to participate in Tough Mudder's
Boston-area “Mudderella” obstacle course event,
scheduled to take place on September 6, 2014 in Haverhill,
Massachusetts. Just days before the event, Tough Mudder moved
the location to Westbrook, Maine. Plaintiffs were unable to
attend, and Tough Mudder refused to refund their registration
registering for the Mudderella Boston event on the Tough
Mudder website, each of the Plaintiffs agreed to the
“Participant Assumption of Risk, Waiver of Liability,
and Indemnity Agreement.” (Docket No. 10-3, at 6-12).
That agreement contained an agreement to arbitrate claims,
reading in relevant part:
Mediation and Arbitration: In the event of a legal issue, I
agree to engage in good faith efforts to mediate any dispute
that might arise. Any agreement reached will be formalized by
a written contractual agreement at that time. Should the
issue not be resolved by mediation, I agree that all
disputes, controversies, or claims arising out of my
participation in the Mudderella event shall be submitted to
Id. at 9.
November 2014, Plaintiffs served their complaint on Tough
Mudder. Tough Mudder removed the case to this Court.
See 28 U.S.C. § 1446(b). Tough Mudder asserted
that removal was proper under the Class Action Fairness Act
of 2005 (“CAFA”), which permits federal courts to
adjudicate class actions asserting state-law claims. 28
U.S.C. § 1332(d)(2). This Court found jurisdiction
proper under CAFA, granted Tough Mudder's motion to
compel mediation and arbitration, and denied Plaintiffs'
motion to remand. Pazol v. Tough Mudder Inc., 100
F.Supp.3d 74 (D. Mass. 2015). On appeal, the First Circuit
reversed and held that this Court did not have jurisdiction
because the amount in controversy was insufficient to warrant
CAFA jurisdiction, and consequently, reversed this
Court's ruling on Plaintiffs' motion to remand.
Pazol v. Tough Mudder Inc., 819 F.3d 548 (1st Cir.
2016). The First Circuit did not reach the arbitration issue.
Id. at 551.
Worcester Superior Court, Tough Mudder again moved to compel
arbitration. On January 24, 2017, that court dismissed
Plaintiffs' action and compelled individual mediation and
arbitration of Plaintiffs' claims. On May 7, 2018, the
Massachusetts Appeals Court affirmed. Pazol v. Tough
Mudder Inc., 93 Mass.App.Ct. 1109 (2018). The Appeals
Court reasoned that “[n]othing in the setting of its
execution suggests that the arbitration provision was
procedurally unconscionable.” Id. Further,
when discussing the scope of the arbitration agreement, the
court noted that “[i]n a number of contexts, we have
construed the phrase ‘arising out of' and similar
phrases . . . in an arbitration clause as constituting
‘broad' language that invokes the FAA's . . .
presumption in favor of arbitration” Id.
(quoting Warfield v. Beth Israel Deaconess Medical
Center, Inc., 454 Mass. 390, 396-397, 910 N.E.2d 317
(2009)). The Supreme Judicial Court subsequently denied
Plaintiffs' application for further appellate review. 480
Mass. 1104 (2018).
Plaintiffs' application for further appellate review was
pending, the parties agreed to mediate their claims. That
mediation resulted in a settlement agreement mandating that
Tough Mudder pay Plaintiffs $225, 000 on or before November
26, 2018. (Docket No. 10-3, at 16-27). Tough Mudder, however,
failed to make the payment when it became due.
Plaintiffs filed an emergency motion in the Worcester
Superior Court for a temporary restraining order and
preliminary injunction pursuant to Mass. R. Civ. P. 60(b)(6)
seeking to enjoin Tough Mudder from dissipating its assets or
from forming a new company. On January 7, 2019, Plaintiffs
moved to amend their Complaint to include several new counts
related to Tough Mudder's breach of the settlement
agreement. On January 11, 2019, that motion was allowed by a
Superior Court Judge.
January 10, 2019, Tough Mudder removed to this Court on the
grounds of diversity jurisdiction. See 28 U.S.C.
§§ 1332, 1441. On February 1, 2019, Tough Mudder