Massachusetts Appeals Court Clarifies How Negligent Misrepresentation Can Support Chapter 93A Liability

On Aug. 7, 2026, the Appeals Court of Massachusetts vacated a Chapter 93A judgment in Antokal v. Spring Valley Country Club, Inc., holding that the trial court’s findings were insufficient to establish liability based on negligent misrepresentation.

Plaintiffs Alan Antokal and Steven Robinson sued defendants 25 Tiot Holdings and the Cape Club of Sharon — formerly known as Spring Valley Country Club — asserting, among other claims, unfair or deceptive trade practices under Chapter 93A. The claims arose from alleged oral representations by the defendants’ representatives that they would assume liability for, and resolve, a pending Tips Act lawsuit in which the plaintiffs were named defendants. Relying on those representations, Robinson signed a deed in lieu of foreclosure conveying the Spring Valley Country Club property to 25 Tiot, cancelling approximately $6.18 million in debt. The defendants subsequently failed to honor their representatives’ promise, leaving the plaintiffs to bear the costs of defending the Tips Act lawsuit on their own.

The trial judge found that the defendants willfully and knowingly violated Chapter 93A through their negligent misrepresentations and awarded $2,434,095.51 in treble damages and $832,686.70 in attorney’s fees and costs to the plaintiffs.

The defendants appealed the trial court’s decision, raising three arguments related to the plaintiffs’ Chapter 93A claim: the conduct constituted an intra-enterprise dispute, placing it outside the scope of the statute; the defendants did not violate Chapter 93A; and any violation was not willful and knowing.

The appeals court rejected the first argument. The conduct at issue occurred before the sale of the property and before the defendants assumed operations. At the time the defendants’ representative made the statements, the parties were separate legal entities engaged in arm’s-length business negotiations in connection with the sale of a business. The appeals court held that such business falls squarely within the commercial transaction requirement of Chapter 93A. The court also noted that the fact that the defendants later became successors in interest to Spring Valley did not retroactively transform the pre-sale negotiations into an intra-enterprise matter.

On the second argument, the appeals court found the trial judge’s findings insufficient to sustain Chapter 93A liability. The court held that negligent misrepresentation can support a Chapter 93A violation if it is “so extreme or egregious” as to rise to that level. However, the appeals court noted that the trial judge found only that the defendants agreed to indemnify the plaintiffs and that the defendants’ later refusal to do so was “inexplicable.” The trial judge made no finding that the defendants’ representative knew his statements were false when made — a critical omission in the eyes of the appeals court. Without a finding that the defendants never intended to indemnify the plaintiffs at the time the misrepresentation was made, the appeals court could not determine whether the conduct was extreme or egregious enough to constitute a Chapter 93A violation.

The appeals court vacated the Chapter 93A judgment and remanded the case for further findings on whether the defendants’ negligent misrepresentation was so extreme or egregious as to constitute a Chapter 93A violation — with particular focus on whether the defendants’ representative lacked the intention to honor his promise at the time it was made. The appeals court did not resolve the defendants’ third argument: the willful-and-knowing issue. However, the court offered important guidance for the remand, noting that a willful or knowing breach of contract alone is not sufficient to multiply damages under Chapter 93A.

This case highlights that negligent misrepresentation may support the basis for Chapter 93A liability in some circumstances; where it does, courts would look for conduct that rises to an “extreme and egregious” level — a threshold that is sometimes difficult to meet.

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