On June 22, 2026, in ConnectedView, LLC v. Faith Teams, LLC, the U.S. District Court for the District of Massachusetts addressed claims arising from ConnectedView’s purchase of the assets of Faith Teams, a faith-based nonprofit software company, for $1.5 million pursuant to an asset purchase agreement. The seller, Shane LaPierre, also signed an employment agreement and continued working for ConnectedView post-acquisition. The relationship deteriorated, LaPierre was terminated, and he subsequently returned a laptop that had been factory reset and wiped of all data, destroying the Faith Teams source code and related intellectual property. ConnectedView later discovered that prior to the sale, defendants had concealed past-due customer accounts, inflated user numbers, and prior instances of fraud on the platform.

ConnectedView alleged, among other claims, that defendants’ conduct constituted unfair or deceptive acts or practices in violation of Massachusetts General Laws Chapter 93A. Defendants sought dismissal, characterizing the lawsuit as “little more than a dressed-up contract dispute” that did not rise to the level of an unfair or deceptive act.

The court acknowledged the well-established principle that a simple breach of contract, standing alone, is generally insufficient to support a Chapter 93A claim. However, the court noted that a breach of contract can, under the right circumstances, give rise to Chapter 93A liability when the conduct falls within the penumbra of some common-law, statutory, or other established concept of unfairness; is immoral, unethical, oppressive, or unscrupulous; and causes substantial injury to consumers or other businesses.

The court found that ConnectedView alleged conduct that went beyond a mere contract dispute, pointing to a breach of the implied covenant of good faith and fair dealing and common-law fraud. The court noted that claims for violation of the implied covenant are not treated as simple breach of contract claims for Chapter 93A purposes, as such claims inherently involve elements of bad faith, improper motive, or a breach of fair dealing that fall within established common-law concepts of unfairness. LaPierre’s alleged intentional destruction of the intellectual property he had contractually agreed to deliver – with knowledge that it existed solely on the laptop he wiped – was cited as an example of this type of conduct. The court also held that fraud claims satisfying the heightened pleading requirements of Fed. R. Civ. P. 9(b) may form the basis for a Chapter 93A claim. Here, defendants allegedly misrepresented material facts about the Faith Teams business in the asset purchase agreement, including concealing past-due accounts, overstating active users to inflate the purchase price, and failing to disclose prior fraudulent transactions on the platform. The court found these allegations sufficient to state a Chapter 93A claim and denied dismissal.

In light of this decision, sellers in asset purchase transactions may wish to consider both pre-sale disclosure practices and post-closing conduct as factors relevant to Chapter 93A exposure.