Full opinion text
MEMORANDUM AND ORDER WOODLOCK, District Judge. Before me are cross motions for summary judgment in two related cases that I have consolidated under the lead docket of Trent Partners and Assoc., Inc. v. Digital Equipment Corp., 97-10048-DPW. The plaintiffs, Trent Partners and Associates, Inc. (“Trent”) and AB & T Sales Corporation (“AB & T”), have filed for partial summary judgment as to their breach of contract claims and claims related to violations of Mass. Gen. Laws ch. 93A, § 11. The defendant, Digital Equipment Corporation (“Digital”), has filed for summary judgment as to all claims against it. For the reasons set forth more fully below, the plaintiffs’ motion will be denied and the defendant’s motion will be granted in part. I. BACKGROUND These disputes arise out of identical Sales Representative Agreements (“the Agreements”) entered into by Digital and nine separate sales representatives, two of which are plaintiffs here, as a part of Digital’s strategy to enter the personal computer market. In order to analyze the claims asserted by the plaintiffs here it is necessary to explore in some detail the circumstances leading up to the consummation of the Agreements. In the fall of 1994, Digital first decided to enter the retail personal home computer market with a line of computers called “Starion”. (Def.’s AB & T SOF ¶ 1.) Initially, it sold these computers exclusively through two retail outlet stores, Sam’s Club and CompUSA. (Id.) In November 1994, Digital hired Rodney Keller to help it increase sales of the Starion line and under his direction Digital initiated a program of employing independent sales representatives (“representatives”) to aid marketing of the product line. (Def.’s AB & T SOF ¶ 4.) By hiring such representatives Digital was essentially contracting out much of the marketing activity for the new product line to independent agents in several different geographic locations. (Deposition of Richard Tydings at 16, 24, PL Ex. 2.) Generally, such representatives present the line to the retail buyers, coordinate displays and training regarding the new product, and secure purchase orders from retail buyers. (Id. at 24.) Success in the latter duty of securing purchase orders is often determinative of the amount that a representative will be paid — its compensation being measured as a percentage of sales procured. (Decl. of Deaver Brown ¶ 10(a), Pl.’s Ex. 1.) Frequently, after some period of time, a manufacturer will decide to “go direct” with its product line, which entails substituting its own “in-house” marketing and sales force for the representatives. (Tyd-ings Dep. at 66-67.) I now turn to the specific circumstances surrounding the formation of each plaintiffs agreement with Digital. A. AB & T Negotiations In November 1994, Keller began investigating potential representatives for the task of marketing the Starion line. Richard Tydings, President of AB & T, learned of the opportunity to represent Digital and aggressively began to court Keller by the end of November. (Defi’s AB & T SOF ¶ 7.) Tydings’ negotiations with Keller consisted of approximately three telephone conversations during which the general outline of the deal were discussed. In the second conversation, Tydings told Keller that AB & T would be an attractive option for Digital because of AB & T’s previous dealings with retail computer sales companies that Digital would undoubtedly wish to target. (Def.’s AB & T SOF ¶¶ 8-10.) According to Tydings, of particular interest to Keller was an account with Circuit City. Tydings claims that Keller indicated “it was critical ... [to] get a rep firm that knows Circuit City inside and out better than anybody else.” (Tydings Dep. at 158.) Tydings also contends that [Keller] told me that his number-one concern and his number-one criteria for the mid-Atlantic territory was my relationship — or whoever, but in particular AB & T’s relationship with Circuit City.... The number one account in the territory and the number one account in the nation was Circuit City and that’s it. (Id. at 164-65.) Keller made it clear during these negotiations that he had already initiated a dialogue with Circuit City, but nothing positive had come from those preliminary talks. (Id. at 168-172.) At the end of the second conversation, Keller stated that he would have to get back to Tydings after checking with Circuit City about AB & T’s relationship with them. (Id. at 149-50.) Tydings asserts that in addition to the discussions regarding Circuit City, during their second conversation Keller stated “we’re making a three-year commitment to the reps.... if you know anything about me and you know any of the Compaq reps, this whole thing will be a minimum of three years, somewhere between three and five years.” (Tydings Dep. at 149.) Tyd-ings then asked Keller if the three year commitment would be in the contract, to which Keller replied “I can’t get anything like that past the attorneys at [Digital], but if you know me and you work with me, as long as I’m here, we’ll be using reps and you can bet on a three to a five-year run with this.” (Id. at 150.) A few days later, during the first week of February 1995, Keller called again, this time to offer Tydings the account. (Tyd-ings Dep. at 173.) According to Tydings, Keller told him that he had spoken to Circuit City and “not only had he gotten a very favorable review and recommendation on us, but he got the most favorable review and recommendation he’d received of any rep anywhere and that he wanted us to come on board.” (Id. at 173.) At that point, Keller allegedly stated that “he needed to get a program in front of Circuit City immediately and could we start working with him right away.” (Id. at 173-74.) Tydings then began work on a Circuit City proposal for Digital, while he awaited a late 'February 1995 meeting in Massachusetts to finalize the deal. (Id. at 180-81.) B. Trent Negotiations Trent, a New York company, began representing Digital in the New York area in the middle of 1994 as a representative for the defendant’s line of printers. (Def.’s Trent SOF ¶ 7.) Stephen Trentacoste, the President and sole owner of Trent, discovered that Digital was soliciting the services of representatives for its new line of home computers. (Id. ¶ 8.) Through the use of his printer contacts at Digital, Trentacoste was able to set up a meeting with Keller on January 8, 1995 in order to express his desire to represent Digital’s Starion line. (Id. ¶ 10.) At that meeting, Trentacoste and Keller discussed several retail accounts that Digital was interested in pursuing in the New York area, particularly Nobody Beats the Wiz and J & R. (Deposition of Stephen Trenta-coste at 99-100, Def.’s Trent SOF, Ex. G.) After the January meeting, Trentacoste was very eager to close the deal with Digital, saying that he would have signed on with Digital immediately. (Id. at 102.) On February 1, 1995 Keller called Tren-tacoste and offered him the position as a representative of the New York metropolitan area. (Def.’s Trent SOF ¶ 16.) Trentacoste expressed his enthusiasm and indicated he was willing to accept. (Tren-tacoste Dep. at 109-10.) No specific terms or conditions of the marketing relationship, including the length of the contract, were discussed at that time. (Id. at 111.) Instead, Keller invited Trentacoste to a meeting of the new representatives in Massachusetts later in February. (Id. at 109.) While awaiting the February meeting, Trentacoste and his colleagues at Trent initiated negotiations with Nobody Beats the Wiz, on behalf of Digital. (Id. at 114-16.) C. The Westford Meeting On February 22-23, 1995, Digital held a meeting in Westford, Massachusetts with all of the new representatives including Trent and AB & T. At this meeting, Keller and others from Digital made presentations to the representatives concerning the Starion line and Digital’s goals. (Def.’s Trent SOF ¶¶ 18-19.) Both Tydings and Trentacoste claim that Keller expressed Digital’s commitment to a three year deal at this meeting. (Trentacoste Dep. at 126-27; Tydings Dep. at 212, 246-248.) At the Westford meeting, Digital presented the representatives with individual written contracts to be signed by each of them and Digital. The Agreements were identical, consisting of seven pages and two attached exhibits which described the territory of the individual representative and the method of calculating commissions. (See Trent Sales Representative Agreement, Def.’s Trent SOF, Ex. J; AB & T Sales Representative Agreement, Def.’s AB & T SOF, Ex. I.) Paragraph 7 details the representative’s right to commissions, stating that the [representative shall be entitled to a commission for sales of Products to customers {within the Territory and Market} pursuant to accepted purchase orders submitted by Representative during the term of this Agreement (“Qualified Sales”). {Id. ¶ 7.) The “term” of the Agreement was defined as commencing on the date of the contract and terminating on the “Termination Date.” {See id. ¶ 8.) In ¶ 9 of the Agreement the termination of the contract was defined as follows: Termination: This Agreement may be terminated at any time by either DIGITAL or Representative upon thirty (30) days advance written notice to the other. The date specified in such a notice as the termination date or, if no date is specified, that date that is thirty (30) days after the receipt of the notice shall be the “Termination Date”), [sic] {Id. ¶ 9.) In addition, ¶ 12 of the Agreement limited damages recoverable against Digital to “THE LESSER OF ONE MILLION DOLLARS ($1,000,000) OR THE SUM OF THE COMMISSIONS PAID TO THE MANUFACTURER’S REPRESENTATIVE DURING THE PREVIOUS TWELVE (12) MONTHS.” {Id. ¶12.) The Agreement did not contain any integration clause. Despite the language in the Agreements, both Trent and AB & T contend they believed that they had a three year commitment from Digital based on oral representations made by Keller. Neither party, however, insisted that such a term be included in the Agreements. Trentacoste never asked for the three year term nor did he ask that the Termination Clause or any other part of the Agreement be deleted or changed in any way. (Def.’s Trent SOF ¶ 30.) Tydings asked Keller during the Westford meeting “in a kidding fashion” if a three year commitment could be included in the Agreement to which Keller again responded that “there was no way in hell he was going to get anything like that past the legal, in house legal at Digital”; instead, Keller assured Tydings that “his commitment spoke for itself.” (Tydings Dep. at 248.) D. The Life of the Agreements 1. AB & T’s Activities — In the months following the Weston meeting, AB & T continued its efforts to produce sales of the Starion line from retail outlets in its geographic territory. In addition, on Keller’s insistence, Tydings provided to Digital a comprehensive profile of Circuit City’s business needs compiled by AB & T. (Tyd-ings Dep. at 492-93.) This data compilation included Circuit City’s sales volume, their expected unit demand, as well as the range and selection of products they desired, and their profit margins. (AB & T Complaint ¶ 22(b).) Because of the importance to Digital of reaching an agreement with Circuit City, AB & T focused a great deal of then-energy on that account. AB & T met with executives from Circuit City and attended several meetings with Circuit City and Digital in an attempt to produce an agreement. (Def.’s AB & T SOF ¶ 63.) Negotiations intensified during the summer of 1995, particularly in July as the two sides tried to meet Circuit City’s needs for the upcoming fall selling season. (Tydings Dep. at 386-87.) AB & T provided some further technical support by shipping an evaluation unit to Circuit City so that it could examine the proposed product. {Id. at 387.) There was a final meeting in July which Tydings did not attend after which Keller called Tydings and said, “[I]t looks like we have a deal.” Id. 2. Trent’s Activities — In the meantime, Trent focused its activities on the three primary target accounts for the New York Metropolitan area: Nobody Beats the Wiz, J & R, and Rockwell. (Pl.’s SOF ¶ 50; Pl.’s SOF, Ex. 36.) On April 3, 1995, it sent Digital a summary of recent projections for these accounts as well as several purchase orders. (Pl.’s SOF, Ex. 36.) On April 12, 1995, Trentacoste sent Digital a memorandum informing it of the completion of detailing for Nobody Beats the Wiz and CompUSA. (Pl.’s SOF, Ex. 15.) On May 17, 1995, Digital announced the signing of J & R, one of Trent’s primary accounts, as a product retailer. (Pl.’s SOF, Ex. 37.) Throughout the summer months, Trent continued to send Digital purchase orders and other projected purchase requirements from retailers in their area. (See PL’s SOF ¶¶ 54-55; PL’s SOF, Exs. 39-40.) E. Digital’s Termination of the Agreements Digital’s Starion line of personal computers did not perform well in the initial few months of its existence. (Def.’s AB & T SOF ¶ 43.) Facing price reductions and significant competition from other manufacturers, Digital lowered the price of the Starion line in order to remain competitive. (Id.) These price reductions only served to reduce Digital’s profitability further. (Id.) In June 1995, Digital formed a task force to determine whether it should remain in the retail personal computer market. (Def.’s AB & T SOF ¶ 44.) Despite these problems, Digital’s budget for fiscal year 1996 as of July 14, 1995 called for expenditures for the Starion line, including allocations for the independent representatives. (See Def.’s AB & T Ex. J.) By the third week of July, however, Digital’s executives decided that the retail personal computer division would have to cut administrative costs by 25% in light of the recent financial troubles. (Def.’s AB & T SOF ¶ 46.) Keller decided that the best way to cut expenditures was to terminate the contracts of the representatives which would reduce costs by the necessary amount through the elimination of $3.4 million in commissions for fiscal year 1996. (Id.; PL’s Ex. 20.) Digital has freely admitted that this decision was one made entirely for financial reasons in an effort to cut costs and not based on inadequate performance by the representatives. (Def.’s AB & T SOF ¶ 47.) To implement this decision, Keller’s staff immediately developed a draft letter of termination for the nine representatives. (See PL’s Ex. 22.) Notes to Keller on one of the draft letters advised that the letter should be dated July 31, 1995 because “with the new shipments going out in Aug/ Sept, each day costs us some.” (Id.) Keller faxed the termination letters to the representatives on August 1, 1995 which set the “Termination Date” for purposes of the Agreement at August 31, 1995. (See PL’s SOF, Ex. 3.) On August 1, 1995, the same day that the termination letters were sent, Circuit City submitted projections for product needs for the fall season to Digital totaling 43,200 units for the remainder of 1995. (PL’s SOF, Ex. 24.) During August, Digital attempted to find a way to provide Circuit City with the necessary units by the fall season despite the fact that Digital’s projected output for the entire Star-ion line was approximately 55,000 units. (See PL’s SOF ¶¶ 36-39; PL’s SOF, Ex. 25.) On August 23, 1995 Digital hosted a meeting with Circuit City personnel which according to Keller “kicked off our relationship as a supplier/retailer relationship.” (Keller Dep. at 151.) During the first week of September, Digital began making arrangements for announcing its new partnership with Circuit City and sending the initial shipment of Starion computers. (September 5 Draft Press Release, PL’s SOF, Ex. 30; Shipping Email, Pl.’s SOF, Ex. 31.) On September 21, 1995 Circuit City transmitted a finalized request for Starion computers and purchase orders. (See PL’s SOF, Ex. 34.) After receipt of the Termination Letter, Trent sent Digital a letter dated September 1, 1995 demanding commissions for purchase orders that were accepted by Digital but not sent during August. (PL’s SOF, Ex. 41.) Trent claims that it was only paid commissions for less than one-third of the purchase orders that were accepted by Digital during the term of the Agreement. (PL’s SOF ¶ 58.) Digital admits it paid AB & T no commissions at any point in their relationship. (Def.’s Resp. to PL’s SOF ¶ 47.) F. Procedural History In the months after Digital terminated the Agreements, several of the representatives brought suit against it. One of the nine representatives, dB Sales, Inc., commenced an action in the United States Court for the Northern District of Ohio pressing some of the claims against Digital that are at issue here. See dB Sales, Inc. v. Digital Equipment Corp., 951 F.Supp. 1322 (N.D.Ohio 1996). In that case, Judge Dowd granted a motion for summary judgment by Digital as to all claims there presented. Id. at 1324. As noted above, this consolidated civil action is composed of two related cases brought individually by Trent and AB & T against Digital. Trent commenced its action against Digital here in the District of Massachusetts, while at roughly the same time, AB & T initiated its action in the District of Maryland. On February 20, 1997, Trent filed a motion to transfer its case to the District of Maryland, pursuant to 28 U.S.C. § 1404(a), which I denied on March 6, 1997. Thereafter, on March 24, 1997, the District of Maryland transferred the AB & T case to this District under § 1404(a). The two cases were then consolidated; discovery and the instant motions for summary judgment followed. II. STANDARD OF REVIEW Summary judgment is appropriate when “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Fed.R.Civ.P. 56(c). A material fact is one that has the “potential to affect the outcome of the suit under the applicable law.” Nereida-Gonzalez v. Tirado-Delgado, 990 F.2d 701, 703 (1st Cir.1993). A genuine issue is “one that must be decided at trial because the evidence, viewed in the light most flattering to the nonmovant, would permit a rational factfinder to resolve the issue in favor of either party.” Medina-Munoz v. R.J. Reynolds Tobacco Co., 896 F.2d 5, 8 (1st Cir.1990) (citations omitted). The moving party has the initial burden to present evidence showing the lack of a factual dispute as to material issues raised in the pleadings. FDIC v. Roldan Fonseca, 795 F.2d 1102, 1105 (1st Cir.1986). Thereafter, the burden shifts to the non-moving party to go beyond the pleadings in order to demonstrate specific facts showing a genuine issue for trial. Celotex Corp. v. Catrett, 477 U.S. 317, 324, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). III. CHOICE OF LAW Before addressing the substantive claims before me, it is necessary to determine which state’s law governs the non-federal claims presented by AB & T and Trent. Generally, when confronting a choice of law question in a diversity case, a court must look to the choice of law rules of the forum state. Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941). For the claims brought by Trent this simply means that the choice of law rules of this forum, Massachusetts, apply. Where, however, there has been a transfer of a case pursuant to 28 U.S.C. § 1404, the transferee court must apply the law of the transferor forum. Ferens v. John Deere Co., 494 U.S. 516, 523, 110 S.Ct. 1274, 108 L.Ed.2d 443 (1990). In other words, a transfer pursuant to § 1404(a) does not change the law applicable to a diversity case. Id. Thus, I must address the present choice of law issues, pertaining to the AB & T claims, through the use of Maryland choice of law principles. The first step in any choice of law analysis is to characterize the claims involved. Pen Coal Corp. v. William H. McGee and Co., Inc., 903 F.Supp. 980, 983 (S.D.W.Va.1995). There are a total of eight counts in AB & T’s Complaint filed in the District of Maryland. Some of the claims asserted under these counts sound in contract, while others raise tort law issues, there is also one federal law claim. (See generally AB & T Complaint.) In order to address effectively the myriad of issues here, it will be necessary to examine each claim separately under Maryland conflict of law rules. A. Contract-based Claims Count VII of the AB & T Complaint deals with breach of contract and promissory estoppel issues. The Agreement contains a choice of law provision which indicates that Massachusetts law should govern the interpretation, construction and performance of the contract. (Sales Agreement ¶ 13.) Under Maryland law, the choice of law provision in a contract will be honored unless the chosen state law has no substantial relationship to the parties or the transaction and there is no reasonable basis for the parties’ choice; or unless the application of the chosen law violates a fundamental public policy of a state with a materially greater interest in the case than the chosen state. Kronovet v. Lipchin, 288 Md. 30, 43-44, 415 A.2d 1096 (1980) (citing Restatement (Second) of Conflict of Laws § 187 (1971); see also, American Motorists Ins. Co. v. ARTRA Group, Inc., 338 Md. 560, 572, 659 A.2d 1295 (1995). In Kronovet v. Lipchin, 288 Md. 30, 415 A.2d 1096 (1980), the Maryland Court of Appeals found that a contractual choice of law provision authorizing the contract to be interpreted pursuant to Maryland law was enforceable despite the fact that the contract was negotiated and made in New York, was to be performed in New York, and one of the parties resided in New York. Id. at 45, 415 A.2d 1096. The court reasoned that the presence of the security interest and the residence of the other party in Maryland were “sufficiently substantial contacts.” Id. at 46, 415 A.2d 1096. Here, Massachusetts undoubtedly has a relationship to the parties and the transaction sufficient to satisfy the standard in Kronovet. See id. at 44-46, 415 A.2d 1096. Digital’s headquarters as well as their production facilities are located in Massachusetts, substantial negotiation that led to the parties entering into the Agreements occurred at the meeting in Westford, Massachusetts on February 22-23, 1995. Based on these factors, it appears clear that Massachusetts has “sufficiently substantial contacts” with the parties and transaction to justify the choice of law. See Kronovet, 288 Md. at 46, 415 A.2d 1096. Maryland law also requires that the law of the chosen state not be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue. Id. at 46, 415 A.2d 1096 (citations omitted). First, as indicated above, it is not clear that Maryland has a materially greater interest than Massachusetts in the determination of this issue. Even if Maryland were to have a greater interest, the adoption of Massachusetts law here does not contravene a fundamental policy of Maryland. In most cases the “fundamental policies” recognized by the Maryland Court of Appeals have been ones expressed in state statutes that clearly indicate the will of the Maryland legislature. See National Glass, Inc. v. J.C. Penney Properties, Inc., 336 Md. 606, 612-13, 650 A.2d 246 (1994) (Maryland statute explicitly states that waiver of mechanic’s lien in contract is “against public policy of this state”); Bethlehem Steel v. G.C. Zarnas & Co., 304 Md. 183, 190, 498 A.2d 605 (1985) (Maryland statute explicitly states that indemnity clause in construction contract is “against public poliey”). The Maryland court has made clear that simply because Maryland law is dissimilar to the law of another jurisdiction is not enough to render that law violative of a fundamental policy. National Glass, Inc., 336 Md. at 612, 650 A.2d 246. I have found no statute or other expression of Maryland law that indicates Massachusetts contract law would conflict with a “fundamental policy” of Maryland. B. Tort-based Claims Counts I, III, V, VI and VIII of the AB & T Complaint address claims that are unambiguously tort related. In contrast to the current trend in tort cases, the Maryland Court of Appeals has refused to embrace the “significant contacts test” advocated by the Restatement (Second) of Conflict of Laws § 145 and instead has adhered to the traditional lex loci delicti rule. Hauch v. Connor, 295 Md. 120, 123, 453 A.2d 1207 (1983). Lex loci delicti requires that a tort action be governed by the substantive law of the state where the tort was committed. Id. In Maryland, the “state where the tort was committed” has been found to mean the state where the wrong was inflicted not the state where the allegedly wrongful act took place. Johnson v. Oroweat Foods Co., 785 F.2d 503, 511 (4th Cir.1986); First Federal Savings and Loan Ass’n of Brainerd v. Equitable Bank, 1988 WL 167703 *4 (D.Md. 1988); Uppgren v. Executive Aviation Services, Inc., 326 F.Supp. 709, 711 (D.Md. 1971). This rule is often easy to apply in cases involving automobile accidents or assault, but it creates conceptual problems when the injury is less tangible. Courts applying this principle in the context of financial injury have used different rationales to determine the place of injury. See First Federal, 1988 WL 167703 at *4 (place of financial injury is not location of plaintiffs business, but of plaintiffs funds that were misappropriated); Richardson v. Nationwide Mortgage Corp., 1985 WL 9133 *9 (D.Md.1985) (place of injury in fraudulent misrepresentation mortgage case was situs of the home subject to mortgage not state where mortgage contract was signed). In this case, it appears that the appropriate place to be identified with the infliction of the alleged injury against AB & T is Maryland. While many of the alleged misrepresentations or other' tortious activities took place in Massachusetts, as well as over the telephone in any number of places, the effect of the injury, as AB & T describes it, is on their business reputation as well as on the financial well-being of their business. These injuries to AB & T must be seen as occurring at the location of their business which is Montgomery County, Maryland. (AB & T Complaint ¶ 5.) Thus, for purposes of the plainly tort-based causes of action, Maryland law must apply. C. Mass. Gen. Laws ch. 9SA, § 11 The final claim that must be addressed, put forth by AB & T in Count IV of its Complaint, is alleged “Unfair Competition and Deceptive Acts and Practices” by Digital in violation of Mass. Gen. Laws ch. 93A, § 11 (“Chapter 93A”). (See AB & T Complaint ¶ 92-99.) This cause of action may only be properly before me if Massachusetts law applies to the issues underlying the claim. If Maryland law applies, Count IV must be dismissed because this cause of action is based on Massachusetts statutory law. The question of how to characterize a claim under Chapter 93A is not unknown to this Circuit. See e.g., Crellin Technologies, Inc. v. Equipment-lease Corp., 18 F.3d 1 (1st Cir.1994); Northeast Data Systems, Inc. v. McDonnell Douglas Computer Systems Co., 986 F.2d 607 (1st Cir.1993); Computer Systems Engineering, Inc. v. Qantel Corp., 571 F.Supp. 1365 (D.Mass.1983); see also, Worldwide Commodities, Inc. v. J. Amicone Co., Inc., 36 Mass.App.Ct. 304, 630 N.E.2d 615 (1994). In Computer Systems Engineering, Inc. v. Qantel Corp., 571 F.Supp. 1365 (D.Mass. 1983), the court proposed that every Chapter 93A claim be viewed as a tort action for choice of law purposes. Id. at 1371. Subsequently, in Northeast Data Systems, Inc. v. McDonnell Douglas Computer Systems Co., 986 F.2d 607 (1st Cir.1993), the First Circuit squarely addressed the holding in Qantel, explaining that a blanket requirement that all Chapter 93A claims be considered tort-based for choice of law purposes appeared to “exalt pleading form over fact-related substance” and was not advisable. Id. at 610. In Northeast Data Systems, the Court analyzed the facts underlying the Chapter 93A claims and determined that all but one of them were based on violations of the contract and were thus contract issues for choice of law purposes. Id. at 609-610. The remaining claim rested on allegations of fraud, not breach of contract, and was therefore a tort claim under a choice of law analysis. Id. at 611. In Crellin Technologies, Inc. v. Equip-mentlease Corp., 18 F.3d 1 (1st Cir. 1994), the First Circuit revisited this issue and again declined to adopt a uniform approach but instead endorsed a fact intensive analysis, pursuant to which it determined that the Chapter 93A claims at issue should properly be considered tort-based. Id. at 11-13. Because the “actionable conduct” involved resembled the tort of fraudulent misrepresentation, the court held that the Chapter 93A claim should be viewed as a tort claim under a conflict of laws analysis. Id. at 12. In this case, the plaintiffs Chapter 93A claims appear to sound primarily in tort rather than contract. {See AB & T Complaint ¶¶ 92-99.) The focus of these claims is on alleged false representations and other fraudulent behavior by Digital. (AB & T Complaint ¶¶ 93(b), 94-96.) As the First Circuit found in Crellin Technologies, Chapter 93A claims that resemble the tort of fraudulent misrepresentation should be considered “under the tort rubric for purposes of our choice-of-law assessment.” 18 F.3d at 12. Thus, to the extent that AB & T’s Chapter 93A claims are based on tort concepts such as fraud or tortious interference with business relations, these claims must be seen as tort-based and thus barred from consideration as claims brought under Massachusetts law. There is one narrow, fairly undeveloped portion of AB & T’s Chapter 93A claim that appears based on a breach of contract theory. (AB & T Complaint ¶¶ 92-93.) In its moving papers, AB & T clarifies this claim, arguing that Digital violated Chapter 93A by virtue of its bad faith termination of the at-will employment contract. {See Pl.’s Opp. to Def.’s Mot. Summ. J. at 22.) In this way, that narrow aspect of the Chapter 93A claim is merely a more “ ‘serious’ or ‘rascal-like’ breach of contract” claim which should fall under the parties’ agreed choice of law for contract related disputes. See Northeast Data Systems, 986 F.2d at 610. IV. BREACH OF CONTRACT CLAIMS A. Interpretation of The Agreements Before evaluating issues of breach of contract raised by the plaintiff, it is necessary to determine what duties and rights are created by the Agreements. The interpretation of a contract under Massachusetts law is “ordinarily a question of law for the' court.” Fairfield 274-278 Clarendon Trust v. Dwek, 970 F.2d 990, 993 (1st Cir.1992) (quoting Edmonds v. United States, 642 F.2d 877, 881 (1st Cir.1981) (citations omitted)). The question of interpretation is only a matter for the jury when the terms of the contract are ambiguous. Id. In Massachusetts the issue of ambiguity must be closely examined, such that if the contract “is in any respect uncertain or equivocal in meaning, all the circumstances of the parties leading to its execution may be shown for the purpose of elucidating, but not of contradicting or changing its terms.”. Affiliated FM Ins. Co. v. Constitution Reins. Corp., 416 Mass. 839, 842, 626 N.E.2d 878 (1994)(quoting Keating v. Stadium Management Corp., 24 Mass.App.Ct. 246, 249, 508 N.E.2d 121 (1987)). If, however, the contract is found to be an integrated, unambiguous document, the Massachusetts parole evidence rule states that “[e]vidence of prior or contemporaneous oral agreements cannot be admitted to vary or modify [its] terms.... ” Dwek, 970 F.2d at 993. In the absence of convincing evidence to the contrary, the question of whether an agreement is integrated — a complete description of the parties’ agreement — can normally be inferred from a contract that is comprehensive and specific. Robert Indus., Inc. v. Spence, 362 Mass. 751, 754, 291 N.E.2d 407 (1973); see also, Gregory v. Raytheon Serv. Co., 27 Mass.App.Ct. 1170, 1171, 540 N.E.2d 694 (1989) (integration uncontroverted by evidence). If there is a question concerning the completeness of the contract, a court must look to “the intention of the parties on which proof could be received ranging beyond the writing proper.” Antonellis v. Northgate Construction Corp., 362 Mass. 847, 849, 291 N.E.2d 626 (1973); see also, Gregory, 27 Mass.App.Ct. at 1171, 540 N.E.2d 694. The Agreements signed by Digital and the nine representatives consist of seven pages and two attached, one-page exhibits. (See generally, Sales Agreement.) They describe in detail the territory covered, (id. ¶ 1 Ex. A), the representatives’ warranties and responsibilities, (id. ¶¶ 2-3), Digital’s responsibilities, (id. ¶4), the representatives’ status as independent contractors, (id. ¶ 5), the sales procedures to be followed by both parties, (id. ¶ 6), the method of obtaining and calculating commissions, (id. ¶ 7, Ex. B), the term of the contract and the method of terminating it, (id. ¶¶ 8-9), as well as issue of indemnification, confidentiality, assignment of rights, and availability of remedies. (Id. ¶¶ 10-13.) In addition, as in Robert Indus. Inc. v. Spence, 362 Mass. 751, 291 N.E.2d 407 (1973), the facts before me indicate that both parties acted in a way that demonstrated their intent that the Agreements would govern their relationship. 362 Mass, at 754, 291 N.E.2d 407 (fact that plaintiff pointed out typographical errors and disputed certain language in contract before signing it shows intent to be bound by writing). With respect to AB & T, Tydings twice asked Keller if the three year commitment would be included in the contract, (Tydings Dep. at 150, 248), while also pointing out some typographical errors that needed correction. (Tydings Dep. at 250-51.) By contrast, Trentacoste did not have any discussions whatsoever with Keller regarding additional terms that could constitute another facet of the agreement. Thus, with respect to Trent, the only oral representations that it could argue would modify the Agreement would be the statements of Keller and other Digital personnel at the Westford meeting discussing the future of the Starion product line. (See Trentacoste Dep. at 124-127.) These types of general remarks in a group setting cannot be considered an oral undertaking to be incorporated into the Agreements. See Gregory, 27 Mass.App. Ct. at 1171, 540 N.E.2d 694. Thus, because it appears clear that the Agreement was intended to be integrated and its language is unambiguous with respect to its “term”, any oral representations made by the defendant here would be superceded by the written agreement. See Buker v. National Management Corp., 16 Mass. App.Ct. 36, 42, 448 N.E.2d 1299 (1983) (citing Kidder v. Greenman, 283 Mass. 601, 609, 187 N.E. 42 (1933)). Even if there were a genuine factual question regarding integration, the plain language of the Agreements allows for termination upon 30 days notice. As the case-law indicates, even where a contract is ambiguous, extrinsic evidence may only be introduced “for the purpose of elucidating, but not of contradicting or changing its terms.” Affiliated FM Ins. Co. v. Constitution Reinsurance Corp., 416 Mass. 839, 842, 626 N.E.2d 878 (1994) (citations omitted). Similarly, evidence of industry custom and usage is relevant to contract interpretation, even in the absence of ambiguity, A.J. Cunningham Packing Corp. v. Florence Beef Co., 785 F.2d 348, 351 (1st Cir.1986); however, this evidence must be construed, where possible, as consistent with the terms of the contract and if any inconsistency is found the express terms must control. Cf. Mass. Gen. Laws ch. 106, § 1-205(4). Here the 30 day termination provision is clear and unambiguous, thus any purported oral modifications to it are inadmissa-ble. Den Norske Bank AS v. First National Bank of Boston, 75 F.3d 49, 52 (1st Cir.1996); Dwek, 970 F.2d at 993. In addition, the evidence of trade and usage before me indicates that these types of termination clauses are frequently used in the sales representative industry. (See Decl. of Brown ¶ 18.) While the plaintiffs offer evidence to explain why, when and how these termination clauses are often used by employers, I find this information has no bearing on my interpretation of the Agreements. Nor does such evidence convince me to interpret the termination clause as anything but what the clear language indicates it to be: an at-will, without cause termination provision. See Constitution Reins. Corp., 416 Mass, at 845-46, 626 N.E.2d 878. B. Commissions Due Under Contract Apart from their claims for damages from bad faith termination of the Agreements and damages under tort theories, both AB & T and Trent claim that they are entitled to commissions under the terms of the Agreements as written and terminated by Digital. This portion of the parties’ dispute centers on the contract language dealing with commissions. . Digital contends that representatives are only entitled to commissions for purchase orders that are actually shipped before the date of termination. (Def.’s Opp. to Trent’s Mot. for Partial Summ. J. at 5.) The plaintiffs assert that they are entitled to commissions for all orders that are submitted by them and accepted by Digital before the termination date of the contract. (Pl.’s Mot. for Partial Summ. J. at 12.) Paragraph 7 of the Agreement sets out the rights of representatives to commissions, in addition Exhibit B to the Agreement more fully describes the method of calculating that commission. (See Sales Agreement ¶ 7, Ex. B.) As mentioned above, the section provides in part that Representative shall be entitled to a commission for sales of Products to customers {within the Territory and Market} pursuant to accepted purchase orders submitted by Representative during the term of this Agreement (“Qualified Sales”), in accordance with the following terms and conditions. (Sales Agreement ¶ 7.) Paragraph 7 goes on to describe generally how commissions are to be calculated, (id. ¶ 7(A)), limitations on receiving commissions if a customer fails to pay or products are returned for credit, (id. ¶ 7(B), (D)), responsibilities of Digital in reporting commission information monthly, (id. ¶ 7(C)), and the representative’s right to commission in the event of termination. (Id. ¶ 7(E).) The latter clause states Representative shall be entitled to receive all commissions due in accordance with the terms of this Agreement; provided, however, that Representative shall not be entitled to any commission for sales arising from purchase orders delivered to DIGITAL after the “Termination Date” (as defined below). (Id. (emphasis added)) Given the express language of the Agreements, it is clear that representatives are entitled to commissions for all purchase orders that are delivered to and accepted by Digital before the termination date. In support of its contention that representatives are not entitled to commissions if the products are not shipped before termination, Digital cites to a clause in the contract that states that the representative “shall be entitled to receive a commission from DIGITAL on Qualified Sales of the “Net Invoice Price.” (Sales Agreement ¶ 7(A).) For purposes of the Agreements, Digital correctly points out that “net invoice price” is not determined until the products are shipped; however, this language merely describes the method of calculating and paying commissions instead of dictating when a representative becomes entitled to the commissions. (See id.) Allowing Digital to wait until the product is invoiced before paying the commission is a practical way to ensure that, if a customer backs out or alters its order, Digital can correctly reduce the commission as required in the contract. This method of calculation, however, does not alter a representative’s entitlement to a commission upon termination. Paragraph 7(E) contains additional specific provisions for the payment of commissions upon termination of the Agreement. This section limits commissions upon termination only to the extent that representatives are not entitled to commissions on purchase orders delivered after the termination date. (Sales Agreement ¶ 7(E).) If the parties wished to alter the commission procedures further in the event of termination they could have done so. Thus, to the extent that any commissions are owed to the plaintiffs for purchase orders submitted and accepted before the termination date, they must be paid. C. Implied Covenant of Good Faith and Fair Dealing Under Massachusetts law, “an employer may not in every instance terminate without liability an employment contract terminable at will.” Cort v. Bristol-Myers Co., 385 Mass. 300, 303, 431 N.E.2d 908 (1982). The implied covenant of good faith and fair dealing provides protection to employees-at-will in situations where the purpose of the termination was to deprive the employee of an identifiable, future benefit due for particular past service. Turning to the litigation before me, I will deny the motions for summary judgment by all parties on this claim. 1. AB & T — Genuine issues of material fact exist as to both whether Digital acted in good faith or with good cause and whether past service entitled AB & T to a future, identifiable benefit. a. Good Faith and Good Cause — The Court in Fortune v. National Cash Register Co., 373 Mass. 96, 104-05, 364 N.E.2d 1251 (1977), articulated factual scenarios that warrant a finding of a breach of the covenant of good faith: Where the principal seeks to deprive the agent of all compensation by terminating the contractual relationship when the agent is on the brink of successfully completing the sale, the principal has acted in bad faith and the ensuing transaction between the principal and the buyer is to be regarded as having been accomplished by the agent. The same result obtains where the principal attempts to deprive the agent of any portion of a commission due the agent. In Gram v. Liberty Mut. Ins. Co., 384 Mass. 659, 429 N.E.2d 21 (1981) (“Gram I”), the Court held that a termination would be deemed without “good cause” if “a good faith belief that his firing was justified for business reasons” did not exist. Id. at 670, 429 N.E.2d 21. The evidence permits the finding that Digital acted with the intention of denying AB & T the commission on a sale that was on the brink of completion. Evidence exists that shows the following. AB & T was hired in part to help Digital reach an agreement with Circuit City. (See e.g., Tydings Dep. at 149-50, 158, 164-65, 173-74.) In furtherance of this objective, AB & T scheduled meetings with Circuit City, (Def.’s AB & T SOF ¶ 63), furnished technical support during the negotiations, (Tydings Dep. at 387), and provided Digital with a data compilation containing detailed information about Circuit City’s personal computer needs. (Id. at 492-93.) After performing these services, Keller called Tydings on approximately July 24, 1995 to announce that it “looks like we have a deal”, with Circuit City. (Id. at 387.) About a week later, on August 1, 1995, Digital sent out a letter notifying AB & T that Digital was terminating AB & T as a sales representative. (Pl.’s SOF, Ex. 3.) On the same day that the letter was sent out, Circuit City notified Digital that Circuit City expected to buy 43,200 units. (Pl.’s SOF ¶ 35; Pl.’s SOF, Ex. 24.) Furthermore, on a draft of the August 1 letter, a handwritten note by Keller states, “dated 7/31/95 — with the above shipments going out in Aug/Sept each day costs us some.” (PL’s SOF, Ex. 12.) This evidence warrants a finding that Digital acted in bad faith. On the other hand, evidence exists permitting the inference that Digital did not act in bad faith or without “good cause.” The Fortune court permits an employer to act in its own business interest: [w]e do not question the general principles that an employer is entitled to be motivated by and to serve its own legitimate business interests; that an employer must have wide latitude in deciding whom it will employ in the face of the uncertainties of the business world; and that an employer needs flexibility in the face of changing circumstances. Id. at 101-02, 364 N.E.2d 1251; see also Maddaloni v. Western Mass. Bus Lines, Inc., 386 Mass. 877, 882, 438 N.E.2d 351 (1982) (holding by implication that jurors could have found discharge because of poor profits was legitimate business reason). In this case, evidence exists that the Starion computer line was incurring losses. (Keller Dep. 105, Def.’s Ex. D.) Bernhard Auer, the worldwide general manager of Digital’s Personal Computer Business Unit, responded by ordering the retail PC division to cut overhead costs by twenty-five percent. (Keller Dep. 58, Def.’s Ex. D.) After considering various possibilities, Keller determined the only way to achieve the necessary cuts was to terminate the sales representatives. (Keller Dep. 58-60, Def.’s Ex. D.) Whether Digital was acting in good faith simply to advance legitimate business interests or in bad faith or without “good cause” is a matter for the jury to decide. b. Identifiable, Future Benefit— In Fortune v. National Cash Register Co., 373 Mass. 96, 105, 364 N.E.2d 1251 (1977), the Court stated that when a principal seeks to deprive an agent of compensation by terminating the agent on the brink of a sale, the agent is viewed to have completed the sale and is entitled to the benefits. In Gerald Rosen Co. v. International Tel. & Tel. Co., 16 Mass.App.Ct. 929, 929, 450 N.E.2d 189 (1983), the Court held the plaintiff here has been paid the commissions on the orders it took, and the fact that its efforts may have augmented the prospect for future orders does not bring its situation within the ambit of Fortune v. National Cash Register Co.... or of the Gram case.... [c]ases have not extended the concept to cover a generalized expectation of future orders in types, quantities, and sums not known at the time of termination. The present case exists in the grey area between the principles set forth in Fortune and Gerald Rosen Co. On the one hand, a jury could find that by September 1, 1995, the effective date of AB & T’s termination, Circuit City and Digital had both committed to the deal. For instance, even Keller indicated that the August 23, 1995 meeting between Digital and Circuit City kicked off their supplier/retailer relationship. (Keller Dep. 151, Pl.’s SOF Ex. 7.) Furthermore, a jury could find that the number of units was relatively clearly defined. On August 1, 1995, Circuit City indicated it wanted 43,200 units. (Pl.’s SOF ¶ 35; PL’s SOF Ex. 24.) Digital responded with evaluations of its capabilities. (PL’s SOF ¶¶ 36-39.) In the end, Circuit City purchased approximately 34,000 units. (PL’s SOF Ex. 34.) On the other hand, the jury may find Digital, acting in good faith, did not for all intents and purposes complete the sale to Circuit City before September 1, 1995. For instance, the purchase orders were not finalized until September 21, 1995. (Pl.’s SOF ¶ 45.) Determining whether the Circuit City sale was essentially completed is an issue for the jury. 2. Trent — Trent asserts three bases for its breach of the implied covenant of good faith and fair dealing claim: (1) Trent facilitated relations with Nobody Beats the Wiz, J & R, and Rockwell, (2) Trent contributed uncompensated past services by detailing various purchasers, (3) Digital had accepted four purchase orders prior to August 31, 1995 that were not shipped until after August 31, 1995. Bases one and two are not sufficient for a claim for a breach of the implied covenant, but basis three could be. Massachusetts law is clear that mere, general facilitation of customer relations does not form the basis for a claim for a breach of the covenant of good faith and fair dealing. See Gerald Rosen Co. v. International Tel. & Tel. Co., 16 Mass. App.Ct. 929, 929, 450 N.E.2d 189 (1983) (denying salesman with thirteen years experience claim based on generalized expee-tation of future orders); King v. Mannesmann Tally Corp., 847 F.2d 907 (1st. Cir. 1988) (denying commission to sales representative terminated months before sale even though sales representative helped get employer named as a vendor for the product). Detailing also does not form the basis for a claim as it does not give rise to an identifiable, future benefit. Although sales representatives that performed detailing were given a higher commission rate, the additional commission depended upon indeterminate future orders. (Pl.’s Ex. 9.) For instance, the purchasers may order more or less than anticipated or Digital may exercise its right to reject orders. (Agreements § 6(a), Pl.’s SOF Exs. 1-2.) Furthermore, detailing was an ongoing process so that even in retrospect it is difficult if not impossible to identify which commissions were related to which detailing. I only retain this claim because of the parties’ dispute as to what exactly constitutes a purchase order. If the alleged four purchase orders were in fact purchase orders, then they become the basis of the breach of the express contract claim. See supra § IV.B. On the other hand, if the four purchase orders are not “technically” purchase orders, there may still be a claim for a breach of the implied covenant because they may evidence sales on the brink of completion. For these reasons, summary judgment will be denied as to the parties’ respective motions. D. Reliance Contract An additional theory of recovery under the plaintiffs’ breach of contract claim is based on what would ordinarily be termed “promissory estoppel.” (AB & T Complaint ¶ 114; Trent Complaint ¶ 170.) Massachusetts law has rejected the “promissory estoppel” label, treating estoppelbased contract claims as traditional contract claims with the caveat that reasonable reliance is used as a substitute for consideration. Rhode Island Hosp. Trust Nat’l Bank v. Varadian, 419 Mass. 841, 850, 647 N.E.2d 1174 (1995); Loranger Constr. Corp. v. E.F. Hauserman Co., 376 Mass. 757, 761, 384 N.E.2d 176 (1978). In practice, however, this distinction has not altered the elements of such a claim from the traditional promissory estoppel definition. In order to establish a claim for a contract based on reliance, the plaintiffs must show that a promise was made which the promisor reasonably expected to induce reliance, that the promisee actually and reasonably relied on that promise, and that injustice can be avoided only by enforcement of the promise. Steinke v. Sungard Fin. Sys., Inc., 121 F.3d 763, 776 (1st Cir.1997) (quoting Veranda Beach Club Ltd. Partnership v. Western Sur. Co., 936 F.2d 1364, 1380 (1st Cir.1991)); Piantes v. Pepperidge Farm, Inc., 875 F.Supp. 929, 935 (D.Mass.1995). The parties focus much of their memoranda on the question of reasonable reliance, which I will discuss below; however, I first focus on “[a]n essential element under the promissory estoppel theory [ ] that there be an unambiguous promise.” Varadian, 419 Mass, at 848, 647 N.E.2d 1174 (quoting Pappas Indus. Parks, Inc. v. Psarros, 24 Mass.App.Ct. 596, 599, 511 N.E.2d 621 (1987)). Such a promise is not sufficiently shown where it is “made with an understood intention that it is not to be legally binding, but only expressive of a present intention.” Varadian, 419 Mass, at 850, 647 N.E.2d 1174 (quoting Kuzmeskus v. Pickup Motor Co., 330 Mass. 490, 493, 115 N.E.2d 461 (1953)). In Rhode Island Hosp. Trust Nat’l Bank v. Varadian, 419 Mass. 841, 647 N.E.2d 1174 (1995), the Supreme Judicial Court held as a matter of law that an oral statement made in the face of a written contract was not a “promise” or “commitment” for promissory estoppel purposes because the existence of a written contract demonstrated the parties intention that it would govern their intricate transaction. 419 Mass, at 850, 647 N.E.2d 1174. Here, neither plaintiff can demonstrate that the alleged oral representations made by Digital constituted an offer or commitment as required under Massachusetts law. In the case of Trent, there is not even a showing of a direct oral statement made individually to Trentacoste from anyone at Digital. Any statements made by Keller or others at Digital to the group of representatives at the Westford meeting could not be considered a commitment by Digital to a three year deal but merely hopes or expectations for the Starion line. See Steinke, 121 F.3d at 776. In the case of AB & T, by contrast, of course, Keller made individual and specific oral statements to Tydings regarding the proposed duration of AB & T’s relationship with Digital. (See Tydings Dep. at 149-50, 248.) These statements by Keller, however, cannot be seen as a commitment or promise by Digital because it was clear that both Tydings and Keller understood that any such promises would not be legally binding. See Varadian, 419 Mass, at 850, 647 N.E.2d 1174. Instead, as Keller told Tydings twice, no three year term would be included in the Agreement because “I can’t get anything like that past the attorneys at [Digital].” (Tydings Dep. at 150.) It would be hard to imagine a statement that more clearly shows that Keller’s oral representations would not be legally binding. Moreover, even if it could be said that Digital’s oral representations were “promises” or “commitments”, I must find as a matter of law that the plaintiffs have not demonstrated reasonable reliance. I make this finding even after considering questions of the industry custom as submitted by the plaintiffs. While the reasonableness of any action is often a question for the jury, in this case no reasonable jury could find reliance by the plaintiffs. In the case of Trent, it was plainly unreasonable to rely on general statements of expectation for the Starion line made to the group of representatives at the West-ford meeting. See Steinke, 121 F.3d at 776-77 (finding lack of reasonable reliance as a matter of law). Trentacoste even admitted that such statements were “a three-year plan to achieve these goals” and that he thought they meant that the representatives would be there to implement the plan. (Trentacoste Dep. at 127.) This being the only such representations made to Trent, it is clear that any reliance on them would be unreasonable. In the case of AB & T, reliance was also unreasonable as a matter of law. Even accepting, as I must, Tydings uncorroborated oral testimony regarding Keller’s representations, this testimony “[standing alone, in direct contradiction to the written contract and unsupported by any evidence ... [is] not sufficient to create a jury question.... ” Buker, 16 Mass.App.Ct. at 44, 448 N.E.2d 1299 n. 9. In addition, as the Supreme Judicial Court has held, where the evidence does “not warrant a finding that a ‘promise’ in the contractual sense had been made, any reliance by the defendants ... would be unreasonable as a matter of law.” Varadian, 419 Mass, at 850, 647 N.E.2d 1174. Keller’s personal assurances of working together for three to five years were insufficient to induce a reasonable person to rely on them and Tydings appeared to recognize this. The AB & T President attempted to have these assurances memorialized by Digital in the Agreements, but was unable to convince Keller to do so. Keller’s hesitance to put the three year “promise” in writing would have sent off alarm bells to the reasonable person warning him not to rely on such statements. E. Mass. Gen. Laws ch. 98A, §11 In their complaints, the plaintiffs allege numerous tort based theories of recovery under Mass. Gen. Laws ch. 93A, § 11 (“Chapter 93A”). (See AB & T Complaint ¶¶ 92-99; Trent Complaint ¶¶ 152-59.) In addition, they allege that a violation of Chapter 93A occurred by reason of Digital’s breach of contract or warranty. (See id.) As a result of my resolution of choice of law issues, supra § III; the fraud claims, infra § V, the civil RICO claims, infra, § VI; the misappropriation of trade secrets, infra § VII; and the tortious interference with prospective advantage claim, infra § VIII, only the latter contract based claims under Chapter 93A remain. Chapter 93A remedies are available to [a]ny person who engages in the conduct of any trade or commerce and who suffers any loss of money or property, real or personal, as a result of the use or employment by another person who engages in any trade or commerce of an unfair method of competition or an unfair or deceptive act or practice declared unlawful by section two or by any rule or regulation issued under paragraph (c) of section two. Mass. Gen. Laws ch. 93A, § 11. Chapter 93A, Section 2 referenced in the above passage does not provide a specific definition of what constitutes an “unfair or deceptive act or practice.” Id. § 2(a). Because Chapter 93A, § 11, deals with disputes between persons engaged in trade or commerce, the Appeals Court of Massachusetts in Levings v. Forbes & Wallace, Inc., 8 Mass.App.Ct. 498, 396 N.E.2d 149 (1979), required that the alleged wrongful conduct in that setting must “attain a level of rascality that would raise an eyebrow of someone inured to the rough and tumble of the world of commerce.” Id. More recently, in VMark Software, Inc. v. EMC Corp., 37 Mass.App.Ct. 610, 642 N.E.2d 587 (1994), the Appeals Court stated the “rascality” requirement does not mean an act must “attain the antiheroic proportions of immoral, unethical, oppressive, or unscrupulous conduct, but need only be within any recognized or established common law or statutory concept of unfairness.” 37 Mass.App.Ct. at 620, 642 N.E.2d 587. [29] While the above language does not offer much practical guidance when analyzing a particular claim, it is well settled that a simple breach of contract is never enough, by itself, to constitute a violation of Chapter 93A. Pepsi-Cola Metro. Bottling Co., Inc. v. Checkers, Inc., 754 F.2d 10, 18 (1st Cir.1985); see also, Madan v. Royal Indem. Co., 26 Mass.App.Ct. 756, 762, 532 N.E.2d 1214 (1989) (citing Whitinsville Plaza, Inc. v. Kotseas, 378 Mass. 85, 100-01, 390 N.E.2d 243 (1979)). This case, however, does not raise merely a simple breach of contract claim. Rather the plaintiffs have shown a triable issue of fact as to a breach of the implied covenant of good faith and fair dealing in at-will employment contracts. Inherent in this claim is an element of either bad faith and improper motive or a breach of fair dealing in depriving an employee of “reasonably ascertainable future compensation based on his past services.” Gram I, 384 Mass, at 671, 429 N.E.2d 21. By their very terms both of these elements clearly fall into “established common law ... concepts] of unfairness.” VMark, 37 Mass. App.Ct. at 620, 642 N.E.2d 587. While the Supreme Judicial Court has not specifically held that a violation of the implied covenant of good faith and fair dealing qualifies as a deceptive act under Chapter 93A, it has recognized violations of Chapter 93A in circumstances similar to those in Fortune and its progeny. See Wang Lab., Inc. v. Bus. Incentives, Inc., 398 Mass. 854, 856-59, 501 N.E.2d 1163 (1986) (finding violation of Chapter 93A where independent tax advisor was denied commissions due under contract after decision to handle tax matters in-house); see also Zapatha v. Dairy Mart, Inc., 381 Mass. 284, 298, 408 N.E.2d 1370 (1980) (using Fortune as an example of violation of good faith requirement under Massachusetts law). Thus, having found a triable issue of fact with respect to the plaintiffs’ claims for violation of the implied covenant of good faith and fair dealing, I cannot say as a matter of law that a similar claim under Chapter 93A is outside of that act’s definition of an unfair or deceptive act or practice. While the determination of whether a claim