BAY COLONY PROPERTY DEVELOPMENT COMPANY et al.
HEADLANDS REALTY CORPORATION et al.
MEMORANDUM AND ORDER ON DEFENDANTSâ MOTION FOR
Kenneth W. Salinger, Justice
have admitted, for purposes of Defendantâs motion for summary
judgment, that Headlands Realty Corporation
("Headlands") retained Bay Colony Property
Development Company ("Bay Colony") to supervise the
development and construction of warehouse building projects
on two properties located in Allentown and Carlisle,
Pennsylvania. The plan was to construct two buildings at the
Allentown site (known as "Allentown I" and
"Allentown II") and one at the Carlisle site.
allege that Headlands promised to pay Bay Colony two percent
of the development costs (the "Base Fee") plus ten
percent of the profits (the "Incentive Fee") for
its work on these projects. Bay Colony claims it has not been
paid and is owed all of the Incentive Fees and part of the
Base Fees for these projects. Plaintiffs seek damages for
breach of contract or unjust enrichment, and a declaratory
judgment concerning the enforceability and terms of Bay
Colonyâs contracts with Headlands.
was a wholly-owned subsidiary of AMB Property II, L.P., which
in turn was owned by AMB Property Corp. ("AMB"). In
2011, AMB merged with ProLogis, Inc.; though AMB was the
surviving entity, it changed its name to ProLogis, Inc. In
2013, Headlands was merged into ProLogis Logistics Services,
have moved for summary judgment on all claims. The Court will
DENY the motion with respect to the claims against Headlands
and its successor PLSI because they turn on disputed issues
of material fact. It will ALLOW the motion with respect to
the claims against AMB Property II, L.P., AMB Property Corp.,
and Prologis, Inc., because Plaintiffs cannot establish that
any of those entities may be held liable for the alleged
malfeasance of Headlands.
Choice of Law
the properties at issue in this case are in Pennsylvania, and
the alleged written contract between Headlands and Bay Colony
provides that the contract "shall be governed by the
laws of the state in which the Land is located," both
sides rely on Massachusetts law in their summary judgment
memoranda. Neither side has applied Pennsylvania law,
suggested that the Court should do so, or shown that it would
make any difference to the outcome if the Court were to apply
the Pennsylvania law rather than Massaachusetts law.
Court will follow the partiesâ lead and apply Massachusetts
law in deciding this motion. "It is a fundamental choice
of law principle that only actual conflicts between the laws
of different jurisdictions must be resolved ... Choice of law
analysis is unnecessary when that choice will not affect the
outcome of the case." Kaufman v. Richmond, 442
Mass. 1010, 1012 (2004) (rescript) (applying Massachusetts
law to dispute regarding Florida property, because the
parties indicated the result would be the same under
Massachusetts or Florida law); accord Cohen v. McDonnell
Douglas Corp., 389 Mass. 327, 332 n.7 (1983).
Claims against Headlands and Prologis Logistics Services
argues that it is entitled to summary judgment on the claims
for Incentive Fees because the partiesâ contracts purportedly
provide that no such fees are owed until an Allentown or
Carlisle property is sold, and the undisputed facts show that
none of these properties has been sold.
Court cannot resolve these issues on a motion for summary
judgment because the contract terms are in dispute.
insists that the contract regarding the Allentown site is set
forth in a written document dated April 7, 2008, which on its
face appears to be a "Development Services
Agreement" between Headlands and Bay Colony, and that
"the Parties engaged in a course of conduct consistent
with such terms for Carlisle."
is a material dispute as to whether the contract terms for
either site are established in the written contract document.
Locke has presented competent evidence that he and Boton
Farkas, an AMB employee who was representing Headlands, had
reached an oral agreement as to the terms under which Bay
Colony would develop the Allentown site, that in April 2008
Farkas provided Locke with a written version of their
agreement signed by Farkas on behalf of Headlands, that Locke
told Farkas that this draft was inconsistent with the terms
they had agreed upon orally, and that Farkas agreed make the
further changes in the written document requested by Locke.
According to Locke, he signed that document a year later, in
the Spring of 2009, with the understanding that Farkas was
still going to send Locke a corrected version of the written
document. Locke did not provide Defendants with a copy of the
contract bearing his signature until late October 2010. Three
days later counsel for AMB wrote to Locke in response and
stated that AMB "disputes that there is any binding
agreement" with Bay Colony "with respect to either
project." Farkas testified at his deposition that the
version of the contract that Farkas signed in ...