Pazol v. Tough Mudder Inc.

384 F. Supp. 3d 191
CourtDistrict Court, District of Columbia
DecidedJune 13, 2019
DocketCIVIL ACTION NO. 19-40010-TSH
StatusPublished
Cited by2 cases

This text of 384 F. Supp. 3d 191 (Pazol v. Tough Mudder Inc.) is published on Counsel Stack Legal Research, covering District Court, District of Columbia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Pazol v. Tough Mudder Inc., 384 F. Supp. 3d 191 (D.D.C. 2019).

Opinion

Plaintiffs may not attempt to relitigate their claims that were already resolved in mediation. Instead, their remedy is to enforce the Settlement Agreement. Consequently, Counts I, II, III, and IV are dismissed.

b. Count VIII

Plaintiffs seek declaratory judgment that they may proceed with Counts I, II, III, and IV in court as a class rather than *197individually in arbitration. This Court has already upheld the arbitration agreement. See Pazol , 100 F. Supp. 3d 74. As have Massachusetts courts. See Pazol , 93 Mass. App. Ct. 1109, 103 N.E.3d 1237. As noted above, because there is no evidence that Tough Mudder pursued mediation in bad faith, there is no need to reexamine whether the arbitration agreement is enforceable.

c. Count VII

Massachusetts law protects consumers from "unfair or deceptive acts or practices in the conduct of any trade or commerce." Mass. Gen. Laws ch. 93A, § 2. Plaintiffs argue that Tough Mudder's conduct during and after mediation, coupled with its failure to pay the settlement agreement, constitutes a violation of Chapter 93A.

"What constitutes an unfair or deceptive practice requires an individualized, fact-specific inquiry. Woods v. Wells Fargo Bank, N.A. , 733 F.3d 349, 358 (1st Cir. 2013) (internal quotation marks omitted). Typically, however, a plaintiff must demonstrate "something beyond a mere good faith dispute, failure to pay, or simply breach of contract." Id. ; see also City of Beverly v. Bass River Golf Management, Inc. , 92 Mass.App.Ct. 595, 606, 93 N.E.3d 852 (2018) ("[M]ere breach of contract, without more, does not amount to a violation of G. L. c. 93A."). For instance, "conduct in disregard of known contractual arrangements and intended to secure benefits for the breaching party constitutes an unfair act or practice for c. 93A purposes." Anthony's Pier Four, Inc. v. HBC Assocs. , 411 Mass. 451, 474, 583 N.E.2d 806 (1991) (internal quotation marks omitted); see also Zabin v. Picciotto , 73 Mass.App.Ct. 141, 169, 896 N.E.2d 937 (2008) ("Only when the breaching party uses its failure to make payments as a wedge against the other party to gain advantages does the breaching party's conduct rise to the level of an unfair trade practice under G.L. c. 93A."); Atkinson v. Rosenthal , 33 Mass.App.Ct. 219, 670-71, 598 N.E.2d 666 (1992) (noting that 93A claims may lie where a party "use[s] of a breach of contract as a lever to obtain advantage for the party committing the breach in relation to the other party; i.e., the breach of contract has an extortionate quality that gives it the rancid flavor of unfairness. In the absence of conduct having that quality, a failure to perform obligations under a [contract], even though deliberate and for reasons of self-interest , does not present an occasion for invocation of c. 93A remedies." (emphasis added) (citation omitted)). Thus, "[c]ourts must consider whether the nature, purpose, and effect of the challenged conduct is coercive or extortionate." Diamond Crystal Brands, Inc. v. Backleaf, LLC , 60 Mass.App.Ct. 502, 507, 803 N.E.2d 744 (2004).

Plaintiffs have alleged no facts from which the Court can infer that Tough Mudder's breach had the requisite extortionate quality to give rise to a Chapter 93A claim. Instead, after the breach, Tough Mudder offered to pay the settlement amount plus statutory interest, which is the appropriate remedy here.3

*1982. Plaintiff's Motion

a. Count V

As noted above, the parties agree that Tough Mudder breached the settlement agreement by failing to pay by November 26, 2018. Plaintiffs argue that this breach was material and entitles them to rescission of the agreement. See Lease-It, Inc. v. Mass. Port Auth. , 33 Mass.App.Ct. 391, 396, 600 N.E.2d 599 (1992) ( [O]nly a material breach of a contract ... justifies a party thereto in rescinding it." (quoting 6 Williston, Contracts § 829 (3d ed. 1962))).

Tough Mudder contends that the breach was not material. The Court agrees. "A material breach of an agreement occurs when there is a breach of 'an essential and inducing feature of the contract[ ].' "

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