On May 7, 2026, in C.E.B. Inc. v. HCL America Inc., Judge Murphy granted defendants’ motion to dismiss plaintiff’s Massachusetts General Laws Chapter 93A, Section 11 claim while allowing the contract, implied covenant, fraud, and unjust enrichment claims to proceed. The court concluded that the alleged misconduct did not occur “primarily and substantially” in Massachusetts as required by Section 11.

Windsor, a Nevada-based sourcing advisory firm with its principal place of business in Florida, alleged that HCL America and its parent, HCL Technologies Limited, wrongfully refused to pay a commission in connection with a healthcare IT outsourcing deal. Windsor attempted to anchor its Chapter 93A claim in Massachusetts by pointing to: (1) A July 2024 phone call made by an HCL executive to Windsor’s representative while that representative was physically located in Massachusetts; and (2) Communications between defendants’ counsel and Windsor’s Massachusetts-based agent after the dispute arose.

The court rejected those efforts to localize the alleged misconduct in Massachusetts. Applying the Supreme Judicial Court’s “center of gravity” framework under Section 11, the court noted that Windsor was neither headquartered nor principally located in Massachusetts, and any economic injury would be felt in Nevada or Florida — not in the Commonwealth. The court further concluded that a single phone call to a person temporarily in Massachusetts was insufficient to establish that the actionable unfair or deceptive conduct occurred “primarily and substantially” in Massachusetts. The court also found that post-dispute communications with Massachusetts counsel could not manufacture a Massachusetts nexus, particularly where litigation was already foreseeable, emphasizing that the analysis must focus on the actionable conduct itself rather than contacts arising after the fact.

Because Windsor failed to plead facts plausibly establishing that the center of gravity of the alleged unfair or deceptive conduct was in Massachusetts, the court dismissed the Chapter 93A claim without reaching defendants’ alternative arguments concerning the sufficiency of the alleged unfair or deceptive acts. The ruling confirms that Section 11 is territorially limited and that plaintiffs cannot invoke Chapter 93A merely by pointing to incidental or litigation-driven Massachusetts contacts when the parties and the economic impact are centered elsewhere.

This decision highlights two practical Chapter 93A principles: (1) The “primarily and substantially” requirement can operate as a threshold matter at the pleading stage; and (2) out-of-state commercial disputes with only peripheral Massachusetts contacts may be subject to early dismissal under Chapter 93A, eliminating the statute’s enhanced damages and fee-shifting exposure.