Starr v. Fordham (1995)

The clause does not refer to the Plaintiff Kamco who is referred to throughout the documents as '" Seller', its successors or assigns." Hence, this language unambiguously refers to the change in business form of the applicant. 4 146, <[ 13, 956 A.2d at 108 ; but see Starr v. Fordham, 420 Mass. 178 , 188 n.8, 648 N.E.2d 1261 (1995) (lithe question of integration is one of fact reserved for the trial judge.").6 The Court may consider extrinsic evidence for this initial determi…

And even though it is important to avoid interpretations of contractual language that render a word superfluous or redundant, see Starr v. Fordham, 648 N.E.2d 1261, 1270 (Mass. 1995), we are not so formalistic as to demand that each word in a contract must have a perfectly defined dominion that in no way impinges upon the dominion of another word.

In executing these mandates, courts must avoid "isolating words - 23 - and interpreting them as though they stood alone," Starr v. Fordham, 648 N.E.2d 1261, 1269 (Mass. 1995) (citation omitted), and instead construe the disputed provision considering "the contract as a whole, 'the circumstances and background of its negotiation and execution,' and its purpose," Wilmot H.

In examining the terms of the bond, we must be mindful that "a contract should be construed to give it effect as a rational business instrument and in a manner which will carry out the intent of the parties." Starr v. Fordham, 648 N.E.2d 1261, 1270 (Mass. 1995) (quoting Shane v. Winter Hill Fed.

Namely, “if ‘the contract was fully negotiated and voluntarily signed, [then] plaintiffs may not raise as fraudulent any prior oral assertion inconsistent with a contract provision that specifically addressed the particular point at issue.’ ” Starr v. Fordham, 420 Mass. 178, 188 , 648 N.E.2d 1261, 1268 (1995) (alteration in original) (quoting Turner v. Johnson & Johnson, 809 F.2d 90, 97 (1st Cir. 1986)).

Namely, “if ‘the contract was fully negotiated and voluntarily signed, [then] plaintiffs may not raise as fraudulent any prior oral assertion inconsistent with a contract provision that specifically addressed the 6 Case: 15-31070 Document: 00513712997 Page: 7 Date Filed: 10/11/2016 No. 15-31070 particular point at issue.’” Starr v. Fordham, 420 Mass. 178, 188 , 648 N.E.2d 1261, 1268 (1995) (alteration in original) (quoting Turner v. Johnson & Johnson, 809 F.2d 90, 97 (1st Ci…

We construe the PPO agreement according to usual principles of contract interpretation, see Starr v. Fordham, 420 Mass. 178, 190 (1995), including that "no part of the contract is to be disregarded." Id., quoting Boston Elevated Ry. v. Metropolitan Transit Auth., 323 Mass. 562, 569 (1949). "[A] contract should be construed to give it effect as a rational business instrument and in a manner which will carry out the intent of the parties" (quotation and citation omitted).

See also Mi-Lor, 348 F.3d at 306 & n. 18; Haseotes v. Cumberland Farms, Inc. (In re Cumberland Farms, Inc.), 284 F.3d 216, 227-28 (1st Cir.2002); Boston Children’s, 73 F.3d at 433-34 ; Stan, 648 N.E.2d at 1265 (“When a partner has engaged in self-dealing, that partner has the burden to prove the fairness of his actions and to prove that his actions did not result in harm to the partnership.”) (citing Meehan v. Shaughnessy, 404 Mass. 419 , 535 N.E.2d 1255 (1989)); Farley v. R…

Starr v. Fordham, 420 Mass. 178, 192 (1995).

Dkt. 13 at 18 (citing Starr v. Fordham, 648 N.E.2d 1261, 1268 (Mass. 1995)).

The general rule is that if a contract was “fully negotiated and voluntarily signed, [then] plaintiffs may not raise as fraudulent any prior oral assertion inconsistent with a contract provision that specifically addressed the particular point at issue.” Starr v. Fordham, 648 N.E.2d 1261, 1268 (Mass. 1995) (quoting Turner v. Johnson & Johnson, 809 F.2d 90, 97 (1st Cir. 1986)).

Exch. v. RNK, Inc., 632 F.3d 777, 785 (1st Cir.2011) (quoting Nicolaci v. Anapol, 387 F.3d 21, 26 (1st Cir.2004)); see also Starr v. Fordham, 420 Mass. 178, 190 , 648 N.E.2d 1261 (1995) (“[N]o part of the contract is to be disregarded.”).

A contract is to be construed “with reference to the situation of the parties when they made it and to the objects sought to be accomplished,” Starr v. Fordham, 420 Mass. 178, 190 (1995) (citation omitted), and should also be accorded a construction that effectuates “[j]ustice, common sense and the probable intention of the parties,” Haverhill v. George Brox, Inc., 47 Mass. App. Ct. 717, 720 (1999) (citation omitted), and gives the agreement “effect as a rational business in…

Citing, inter alia, Starr v. Fordham, 420 Mass. 178, 190 , 648 N.E.2d 1261, 1269 (1995) (“ ‘[cjontract interpretation is largely an individualized process, with the conclusion in a particular case turning on the particular language used against the background of other indicia of the parties’ intention.’ ”), 4 it maintains that the intent of the parties must be gathered from a fair construction of the contract as a whole.

See generally Starr v. Fordham, 420 Mass. 178 , 648 N.E.2d 1261, 1269 (1995) (“ ‘scope of a party’s obligations cannot “be delineated by isolating words and interpreting them as though they stood alone” ’ ”).

See also Starr v. Fordham, 420 Mass. 178, 187 , 648 N.E.2d 1261, 1267 (1995) (“Statements of present intention as to future conduct may be the basis for a fraud action, if the statements misrepresent the actual intention of the speaker and were relied upon by the recipient to his damage.”)(internal quotations and citations omitted).

Little Svs, Inc., 28 Mass. Ap p . 108, 116, 546 N.E.2d 888, 893 (1989)(citing Robert Indus., Inc. v. Spence, 362 Mass. 751, 755 , 291 N.E.2d 407 (1973); Fred S. James & Co. v. Hoffman, 24 Mass. App. 160, 165, 507 N.E.2d 269 , rev. denied, 400 Mass. 1103 , 504 N.E.2d 1202 (1987); Restatement (Second) of Contracts § 212(2) & cmt. d (1981)), rev. denied, 406 Mass. 1104 , 550 N.E.2d 396 (1990); see Starr v. Fordham, 420 Mass. 178, 190 , 648 N.E.2d 1261, 1269 (1995) ("Contract in…

As with any contract concerning a business venture, the Court must construe the APA in a manner that will give it “effect as a rational business instrument and … carry out the intent of the parties.” Robert and Ardis James Foundation v. Meyers, 474 Mass. 181, 188 (2016), quoting Starr v. Fordham, 420 Mass. 178, 192 (1995).

See Cabot v. Cabot, 55 Mass. App. Ct. 756, 762 (2002), quoting Starr v. Fordham, 420 Mass. 178, 190 (1995) ("[T]he scope of a party's obligations cannot 'be delineated by isolating words and interpreting them as though they stood alone'"). c.

As with any contract concerning a business venture, the Court must construe the Pledge Agreements in a manner that will give them “effect as a rational business instrument and … carry out the intent of the parties.” Robert and Ardis James Foundation v. Meyers, 474 Mass. 181, 188 (2016), quoting Starr v. Fordham, 420 Mass. 178, 192 (1995).

It would not be logical to conclude that Grip and Uber, both of which are American companies and both of which contemplated a much broader relationship, would agree that all of their disputes related to all of the shared information and technology and their entire relationship would be resolved in Brazil.[10] See Robert & Ardis James Found. v. Meyers, 474 Mass. 181, 188 (2016) (“[A] contract should be construed to give it effect as a rational business instrument and in a man…

But -15- “statements of present intention as to future conduct may be the basis for a fraud action if … the statements misrepresent the actual intention of the speaker and were relied upon by the recipient to his damage.” Starr v. Fordham, 420 Mass. 178, 187 (1995).

Exchange v. RNK, Inc., 632 F.3d 777, 785 (1st Cir. 2011) (“no part of the contract is to be disregarded”) (quoting Starr v. Fordham, 648 N.E.2d 1261, 1269 (Mass. 1995)).

I don't understand,' though it was clear to the Court that Father understood the Court's questions." See Commonwealth v. Source One Assocs., Inc., 436 Mass. 118, 124 (2002), quoting Starr v. Fordham, 420 Mass. 178, 186 (1995) ("The inquiry is not whether we would have reached the same result as the judge but rather whether, on the entire evidence, we are 'left with the definite and firm conviction that a mistake has been committed'").

Co. v. Holyoke, 23 Mass. App. Ct. 472, 475 (1987)). [11] Robert and Ardis James Foundation v. Meyers, 474 Mass. 181, 188 (2016), quoting Starr v. Fordham, 420 Mass. 178, 192 (1995). -5- not by special emphasis upon any one part.’ ”[12] Thus, the Court may not consider any particular provision in isolation, but instead must construe every provision in light of the entire contract.[13] 2.1.1.2.

Starr v. Fordham, 420 Mass. 178, 190 , 648 N.E.2d 1261, 1269 (1995) (individual provisions should be read in the context of the entire contract rather than in isolation, and no part of the contract should be disregarded).

See Starr v. Fordham, 420 Mass. 178 , 188 n.8 (1995) (“A fully integrated agreement is a statement which the parties have adopted as a complete and exclusive expression of their agreement.”); Latham v. Homecomings Fin.

Bank of Bos., 75 F.3d 49, 52 (1st Cir. 1996), and “[s]ummary judgment is appropriate when those plain terms unambiguously favor either side.” Farmers, 632 F.3d at 784 . “[A] contract should be construed to give it effect as a rational business instrument and in a manner which will carry out the intent of the parties.” Starr v. Fordham, 648 N.E.2d 1261, 1270 (Mass. 1995).

As with any contract concerning a business venture, the Court must construe the Lease in a manner that will give it “effect as a rational business instrument and … carry out the intent of the parties.” Robert and Ardis James Foundation v. Meyers, 474 Mass. 181, 188 (2016), quoting Starr v. Fordham, 420 Mass. 178, 192 (1995).

Exch. v. RNK, Inc., 632 F.3d 777, 785 (1st Cir. 2011) (recognizing that “[n]ot only must due weight be accorded to the immediate context, but no part of the contract is to be disregarded” (quoting Starr v. Fordham, 420 Mass. 178, 191 (1995)); Baybank Middlesex v. 1200 Beacon Properties, Inc., 760 F. Supp. 957, 963 (D.

“An integration clause in a contract does not insulate automatically a party from liability where he induced another person to enter into a contract by misrepresentation.” Starr v. Fordham, 648 N.E.2d 1261, 1268 (Mass. 1995) (citing Bates v. Southgate, 31 N.E.2d 551, 558 (Mass. 1941)).

Individual terms must also be considered in the “context of the entire contract rather than in isolation.” Id. (citing Starr v. Fordham, 648 N.E.2d 1261, 1269 (Mass. 1995)).

Under Massachusetts law, a court must “construe the contract with reference to the situation of the parties when they made it and to the objects sought to be accomplished.” Starr v. Fordham, 420 Mass. 178, 190 (1995)(internal citations and quotations omitted). “[T]he scope of a party's obligations cannot be delineated by isolating words and interpreting them as though they stood alone.

Moreover, where, as here, “[a] contract was fully negotiated and voluntarily signed, [then] plaintiffs may not raise as fraudulent any prior oral assertion inconsistent with a contract provision that specifically addressed the particular point at issue.” Starr v. Fordham, 420 Mass. 178, 188 (1995).

“Not only must due weight be accorded to the immediate context, but no part of the contract is to be disregarded.” Id. (quoting Starr v. Fordham, 420 Mass. 178, 189 (1995)).

A long-standing rule in Massachusetts “declares that reliance on supposed misrepresentations that contradict the terms of the parties’ agreement is unreasonable as a matter of law.” HSBC Realty Credit Corp. (USA) v. O'Neill, 745 F.3d 564, 571 (lst Cir. 2014) (eiting Starr v. Fordham, 648 N.E.2d 1261, 1268 (Mass. 1995)). “[A] contractual provision flatly contradictory to prior oral assurances should cause most people —- and particularly experienced, knowledgeable businesspeop…

See Starr v. Fordham, 420 Mass. 178, 183 (1995) (“Partners owe each other a fiduciary duty of good faith and fair dealing”); Meehan v. Shaughnessy, 404 Mass. 419, 433-34 (1989), quoting Cardullo v. Landau, 329 Mass. 5, 8 (1952) (“It is well settled that partners owe each other a fiduciary duty of ‘the utmost good faith and loyalty’ ”).

The Court must construe the Redemption Agreement as a whole in a manner that will “give it effect as a rational business instrument and . . . carry out the intent of the parties.” Robert and Ardis James Foundation v. Meyers, 474 Mass. 181, 188 (2016), quoting Starr v. Fordham, 420 Mass. 178, 192 (1995).

The Court must construe the Service Agreement as a whole in a manner that will “give it effect as a rational business instrument and in a manner which will carry out the intent of the parties.” Robert and Ardis James Foundation v. Meyers, 474 Mass. 181, 188 (2016), quoting Starr v. Fordham 420 Mass. 178, 192 (1995).

Starr v. Fordham, 420 Mass. 178, 192 (1995).

Cf. Starr v. Fordham, 420 Mass. 178, 192 (1995), quoting from Re *262 statement (Second) of Contracts § 203(a) (1981) (“an interpretation which gives a reasonable, lawful, and effective meaning . . . is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect”); Lynn Police Assn., 455 Mass. at 599 (“The arbitrator’s order is therefore not invalid and, in keeping with general principles of avoiding interference with municipal managerial prero…

Moore, Inc., 438 Mass. 635, 643 (2003), quoting Starr v. Fordham, 420 Mass. 178, 186 (1995).

Thus, if a written contract “was fully negotiated and voluntarily signed, [then] plaintiffs may not raise as fraudulent any prior oral assertion inconsistent with a contract provision that specifically addressed the particular point at issue.” Id., quoting Starr v. Fordham, 420 Mass. 178, 188 (1995).

This reading would essentially render Feuerman and WSA’s year-long duty meaningless, and would contradict the common sense notion that “no part of the contract is to be disregarded.” Starr v. Fordham, 420 Mass. 178, 190 (1995).

A court also gives effect to the parties’ intentions and “construe[s] the contract with reference to the situation of the parties when they made it and to the objects sought to be accomplished.” (Internal quotation marks omitted.) Starr v. Fordham, 648 N.E.2d 1261, 1269 (Mass. 1995).

Consequently, “(c)ontract interpretation is largely an individualized process with the conclusion in a particular case turning upon the particular language used against the background of other indicia of the parties’ intention.” Starr v. Fordham, 420 Mass. 178, 190 (1995).

The court must “construe the contract with reference to the situation of the parties when they made it and to the objects sought to be accomplished.” Starr v. Fordham, 420 Mass. 178, 190 (1995) (citation omitted).

Accordingly, “[w]e have stated that ‘[c]ontract interpretation is largely an individualized process,’ ” Starr v. Fordham, 420 Mass. 178, 190 (1995), and have noted the position that “any determination of [the] meaning [of a contractual term]. . . should only be made in the light of the relevant evidence of the situation and the relations of the parties, the subject matter of the transaction, preliminary negotiations and statements made therein, usages of trade, and the cours…

Starr v. Fordham, 420 Mass. 178, 190 (1995).

In interpreting the partnership agreement — a matter of law on which we are not bound by the conclusions of the trial judge, see Robert Indus., Inc. v. Spence, 362 Mass. 751, 755 (1973) — we set out the background and circumstances of the adoption of the partnership agreement, as revealed in the submissions of the parties. 7 See Starr v. Fordham, 420 Mass. 178, 190 (1995) (“[w]e must ‘construe the contract with reference to the situation of the parties when they made it and …