Chelsea Hous. Auth. v. McLaughlin

125 N.E.3d 711, 482 Mass. 579
CourtMassachusetts Supreme Judicial Court
DecidedJuly 9, 2019
DocketSJC-12635
StatusPublished
Cited by16 cases

This text of 125 N.E.3d 711 (Chelsea Hous. Auth. v. McLaughlin) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Chelsea Hous. Auth. v. McLaughlin, 125 N.E.3d 711, 482 Mass. 579 (Mass. 2019).

Opinion

GANTS, C.J.

**580*713Under the equitable common-law doctrine of in pari delicto, a plaintiff who has committed fraud cannot recover damages resulting from the negligence of an accountant in failing to detect the plaintiff's fraud, unless such relief is required as a matter of public policy. See Merrimack College v. KPMG LLP, 480 Mass. 614, 625, 108 N.E.3d 430 (2018). In Merrimack College, we held that, where the plaintiff is a corporation, it is barred under the doctrine from recovering damages for the negligence of its accounting firm in failing to detect the corporation's fraudulent conduct only if the fraud was committed by someone in its "senior management -- that is, the officers primarily responsible for managing the corporation, the directors, and the controlling shareholders." Id. at 628, 108 N.E.3d 430. But because the parties did not raise the issue, we did not decide in that case whether the Legislature by enacting G. L. c. 112, § 87A 3/4 -- which applies to conduct occurring after February 23, 2003, see St. 2001, c. 147, § 2 -- replaced the common-law doctrine of in pari delicto "in cases where an accounting firm is sued for its failure to detect fraud by a client's employee, with a statutory allocation of damages akin to, but different from, comparative negligence." Merrimack College, supra at 631, 108 N.E.3d 430.2

Here, the plaintiff, the Chelsea Housing Authority (CHA), has commenced this suit in the Superior Court against, among others, its former accountants, John Marotto and Martin J. Scafidi, P.C. (collectively, accountants), seeking to recover the losses it incurred from their alleged negligent failure to detect the fraudulent conduct of its former executive director, Michael E. McLaughlin,3 and former finance director, Vitus Shum, among others. A Superior *714Court judge granted the accountants' motions for summary judgment solely on the ground that CHA's claim of negligence **581against them is barred by the common-law doctrine of in pari delicto -- due to the intentional misconduct of McLaughlin and Shum -- without addressing the applicability of § 87A 3/4. Because the accountants' alleged negligent conduct occurred after the effective date of § 87A 3/4, CHA's appeal from that judgment now requires us to decide the issue left unanswered in Merrimack College: whether the Legislature intended to preempt the common-law doctrine of in pari delicto in cases where an accountant is sued for failing to detect fraud committed by a client.

After careful examination of the language of that statute, viewed in the context of its legislative history, we conclude that the Legislature intended that, where a plaintiff sues an accountant for negligently failing to detect the fraudulent conduct of the plaintiff, the plaintiff may recover damages from the accountant, but only for the percentage of fault attributed to the accountant (as compared to the fault of all others whose fraudulent conduct contributed to causing the plaintiff's damages). In so doing, by necessary implication, the Legislature has preempted the common-law doctrine of in pari delicto as it applies to the negligent conduct of accountants and auditors in failing to detect fraud. We therefore vacate the grant of summary judgment and remand the case to the Superior Court for further proceedings consistent with this opinion.4 ,5

Background. We summarize the relevant facts recited by the judge in granting the accountants' motions for summary judgment. Ng Bros. Constr., Inc. v. Cranney, 436 Mass. 638, 639, 766 N.E.2d 864 (2002). From 2000 until 2011, McLaughlin served as the executive director of CHA, which is the agency responsible for the administration of Chelsea's low income housing programs. His employment agreements -- which were executed between McLaughlin and CHA's five-member board of commissioners (board) -- established his annual salary, which began at $107,000 for the 2001 fiscal year. CHA was required to submit annual **582budget reports to the Department of Housing and Community Development (DHCD) for approval, subject to regulatory limits on the amount by which a housing authority could increase administrative salaries.

However, McLaughlin quickly sought and obtained board approval for salary increases vastly higher than those permitted by the regulatory limits imposed by DHCD. By 2004, McLaughlin's board-approved salary had risen to $180,000; in 2008, he earned $267,199; and in 2011, his final year at CHA, the board approved a salary of $291,975. In order to avoid scrutiny from DHCD for these raises, McLaughlin stopped submitting his employment agreements to DHCD, and instead prepared and filed budget reports with deliberately falsified salary figures that fell within State regulatory guidelines. For example, McLaughlin incorrectly reported *715salaries of $135,000 in 2004, $151,945 in 2008, and $160,415 in 2011. These budget reports were submitted to DHCD with the knowledge and approval of the CHA board.6

At McLaughlin's direction, CHA "misallocated and misused" Federal funds granted to CHA by the United States Department of Housing and Urban Development (HUD) under its capital funds program. Some of these Federal funds were diverted to pay McLaughlin the difference between his actual salary and the falsified figures reported to DHCD. Eventually, HUD investigators uncovered McLaughlin's excessive compensation and the misuse of Federal funds.

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Cite This Page — Counsel Stack

Bluebook (online)
125 N.E.3d 711, 482 Mass. 579, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chelsea-hous-auth-v-mclaughlin-mass-2019.