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Golber v. BayBank Valley Trust Co.

Citations: 46 Mass. App. Ct. 256; 704 N.E.2d 1191Docket: No. 96-P-1624

Court: Massachusetts Appeals Court; January 29, 1999; Massachusetts; State Appellate Court

Narrative Opinion Summary

In this case, the plaintiffs, Constance Katz Golber and Moonglow Investors, Inc., initiated legal action against BayBank Valley Trust Company following a failed investment in D.W. Architectural Woodworking Corporation. BayBank, which had provided substantial financial support to D.W., allegedly failed to disclose critical account information to Golber, influencing her decision to lend $125,000 subordinate to BayBank's existing loans. After her investment failed, Golber and Moonglow sued for fraud, negligent misrepresentation, breach of the implied covenant of good faith, and a violation of General Laws c. 93A. The jury ruled in BayBank's favor on fraud but found for the plaintiffs on negligent misrepresentation and c. 93A, awarding $125,000 in damages. BayBank's appeal contested the verdict, while Golber and Moonglow cross-appealed on the issue of willfulness under c. 93A. The court upheld the original judgment, affirming the finding of negligent misrepresentation as an unfair act under c. 93A, but not willful, thus denying multiple damages. The plaintiffs were granted attorneys' fees for the appeal, excluding those related to their unsuccessful cross-appeal. Both parties were required to submit documentation for attorneys' fees within specified timeframes.

Legal Issues Addressed

Application of General Laws c. 93A

Application: The judge found that BayBank's actions constituted an unfair and deceptive practice under c. 93A, though not willful or knowing, supporting the verdict for negligent misrepresentation.

Reasoning: The trial judge found BayBank's actions constituted an unfair and deceptive practice under General Laws c. 93A, although not knowing or willful, leading to a jury award of $125,000 in damages.

Attorneys' Fees and Costs

Application: The plaintiffs were awarded reasonable attorneys' fees and costs for opposing the appeal, except for those related to their unsuccessful cross-appeal.

Reasoning: The plaintiffs were entitled to reasonable attorneys' fees for opposing the appeal, excluding those related to their unsuccessful cross appeal.

Duty of Disclosure and Nonliability for Nondisclosure

Application: BayBank was not legally required to disclose the transfer of D.W.’s account, but could not provide misleading information once Golber raised concerns about it.

Reasoning: While there is no obligation to disclose information, if a party voluntarily provides information, they must do so honestly and disclose all material facts. Misleading fragmentary information and half-truths can be as actionable as outright lies.

Fraud and Negligent Misrepresentation

Application: The jury found in favor of BayBank on claims of fraud and negligent misrepresentation, indicating insufficient evidence that BayBank made false representations or that Golber's reliance was reasonable.

Reasoning: The jury ruled in favor of BayBank on the fraud and negligent misrepresentation claims, while the bank appealed the verdict on the negligent misrepresentation claim and the judge's ruling on the c. 93A claim.