BLS Blog

In Headquarters Hotel v. LBV Hotel, Judge Davis ruled that Headquarters rejected LBV’s offer to sell a property interest under a right-of-first-offer provision by refusing to execute a confidentiality agreement included with the offer.

Under an agreement between the parties, LBV has an estate for years in the real estate owned by Headquarters at 154 Berkeley Street, Boston, until 2131 (2131 is not a typo). The agreement includes a right-of-first-offer provision. Under that provision, if either party wants to market its interest to third parties, the selling party must first offer the interest to the other party at the same price and on the same terms the selling party would offer to third parties.

In Metal Seal Precision, Ltd. v. Sensata Technologies, Inc., Metal Seal sued Sensata for allegedly breaching the parties’ Memorandum of Understanding (MOU), which required Sensata to purchase minimum quantities of metal components from Metal Seal. Responding to the complaint, Sensata denied that it agreed to a minimum-quantities requirement. Sensata also alleged that the minimum-quantities requirement was unenforceable because it was based on Metal Seal’s fraud. According to Sensata, while negotiating the MOU, Metal Seal falsely represented that its insurer required that any contract with Sensata include minimum volumes of components.

Metal Seal moved for summary judgment on Sensata’s G.L. c. 93A and fraud claims. Metal Seal also moved for summary judgment on Sensata’s affirmative defense based on Metal Seal’s alleged “material misrepresentations.”