January 29, 2025 – Fletcher Tilton Attorneys, Adam Ponte and Elisabeth Finn, successfully caused the dismissal of a lawsuit filed against their client following the closing on a purchase of an elder care facility in Norfolk County, Massachusetts. The plaintiff seller filed suit months after the transaction closed, alleging it was owed significant sums from the defendant buyer based on Covid-19 grant funds the buyer received from the Commonwealth of Massachusetts after the closing. The plaintiff relied upon certain language in the subject asset purchase agreement, including a provision regarding open accounts receivable due and owing to the seller for services provided before the closing. Attorneys Ponte and Finn argued that the subject agreement contained unambiguous and plain language, providing that such accounts receivable could not incorporate Covid-19 relief monies and certainly could not include amounts accrued post closing. The Norfolk Superior Court (Leighton, J.) agreed with defense counsel and ordered the case dismissed. While it is considered rare for a motion to dismiss to be successful in a breach of contract action, the Court found that the subject accounts receivable provision was unambiguous, such that “the only reasonable interpretation” was that seller be entitled to amounts accrued for services rendered before the closing – and nothing more. Going further, the Court held that Covid-19 relief monies paid under M.G.L. Chapter 268 also could not be considered accounts receivable under the subject agreement. The Court found persuasive defense counsel’s argument that payments made by the Commonwealth pursuant to an Act of the Legislature plainly could not apply to a post-closing accounts receivable provision. Indeed, such payment from the Commonwealth was meant to be a benefit conferred upon owners of rest homes in Massachusetts, not a benefit particularly conferred upon any specific party in the action. In conclusion, the Court dismissed the action, to the benefit of the firm’s client. See WEMTH I Corp v. Elizabeth Catherine Rest Home LLC, Norfolk Superior Court, C.A. No. 2482-CV-0090.
