In order to state a viable Chapter 93A, § 11 claim, a plaintiff must make specific, factual allegations about the conduct that occurred primarily and substantially within the Commonwealth of Massachusetts, the U.S. District Court for the District of Massachusetts recently confirmed. In diversity action Crunchtime! Info. Sys., Inc. v. Frisch’s Rests., Inc., a restaurant software developer alleged breach of contract, breach of the implied covenant of good faith, and a Chapter 93A violation against a restaurant chain. Plaintiff, a Delaware corporation with a principal place of business in Massachusetts, provides software services to restaurants across the world. Defendant, an Ohio corporation with a principal place of business in Ohio, operates franchises primarily in the Midwest. Defendant moved to dismiss only the Chapter 93A violation for failure to state a claim. 

Relevant here, the parties entered into an agreement where plaintiff agreed to provide software services to defendant’s restaurants in exchange for payment. The only allegations in the amended complaint that connected the conduct to Massachusetts was the existence of a principal place of business in the state and the fact that Massachusetts law governed the underlying contract. In assessing whether conduct occurs “primarily and substantially” within Massachusetts, the court must examine the context of the events that gave rise to the claim, and whether the center of gravity of those events occurred in Massachusetts. Because the amended complaint did not include any allegations elaborating on the specific facts that occurred in or related to Massachusetts, there was no basis to believe the conduct occurred primarily and substantially in the Commonwealth. Therefore, the claim was dismissed.

This case serves a reminder, especially for parties who do not normally practice in Massachusetts, to pay particular attention to the factual allegations related to the conduct giving rise to the claims and whether the center of gravity of that conduct occurred in Massachusetts.