United States District Court, D. Delaware
J. Francella, Gregory F. Fischer, COZEN O'CONNOR,
Wilmington, DE Michael J. Miller, Charles J. Vinicombe, Barry
Golob, Daniel P. Thiel, Lezlie Madden, Kristin Parker, COZEN
O'CONNOR, Philadelphia, PA Attorneys for Sun Life
Assurance Company Canada
J. Baldwin, POTTER ANDERSON & CORROON LLP, Wilmington, DE
John E. Failla, Nathan Lander, Elise A. Yablonski, PROSKAUER
ROSE LLP, New York, NY Attorneys for U.S. Bank National
U.S. DISTRICT JUDGE
before the Court is Sun Life Assurance Company Canada's
("Sun Life") renewed motion for summary judgment on
U.S. Bank National Association's ("U.S. Bank")
counterclaims. (D.I. 201) The Court heard argument on
April 30, 2019. ("Tr.") Trial on the counterclaims
is scheduled to begin next week, on May 20. For the reasons
set forth below, the Court will deny Sun Life's motion.
to Rule 56(a) of the Federal Rules of Civil Procedure,
"[t]he court shall grant summary judgment if the movant
shows that there is no genuine dispute as to any material
fact and the movant is entitled to judgment as a matter of
law." The moving party bears the burden of demonstrating
the absence of a genuine issue of material fact See
Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp.,
475 U.S. 574, 585-86 (1986). An assertion that a fact cannot
be - or, alternatively, is - genuinely disputed must be
supported either by "citing to particular parts of
materials in the record, including depositions, documents,
electronically stored information, affidavits or
declarations, stipulations (including those made for purposes
of the motion only), admissions, interrogatory answers, or
other materials," or by "showing that the materials
cited do not establish the absence or presence of a genuine
dispute, or that an adverse party cannot produce admissible
evidence to support the fact." Fed.R.Civ.P. 56(c)(1)(A)
& (B). If the moving party has carried its burden, the
nonmovant must then "come forward with specific facts
showing that there is a genuine issue for trial."
Matsushita, 475 U.S. at 587 (internal quotation
marks omitted). The Court will "draw all reasonable
inferences in favor of the nonmoving party, and it may not
make credibility determinations or weigh the evidence."
Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S.
133, 150 (2000).
defeat a motion for summary judgment, the nonmoving party
must "do more than simply show that there is some
metaphysical doubt as to the material facts."
Matsushita, 475 U.S. at 586; see also Podobnik
v. U.S. Postal Serv., 409 F.3d 584, 594 (3d Cir. 2005)
(stating party opposing summary judgment "must present
more than just bare assertions, conclusory allegations or
suspicions to show the existence of a genuine issue")
(internal quotation marks omitted). The "mere existence
of some alleged factual dispute between the parties will not
defeat an otherwise properly supported motion for summary
judgment;" a factual dispute is genuine only where
"the evidence is such that a reasonable jury could
return a verdict for the nonmoving party." Anderson
v. Liberty Lobby, Inc., Ml U.S. 242, 247-48 (1986).
"If the evidence is merely colorable, or is not
significantly probative, summary judgment may be
granted." Id. at 249-50 (internal citations
omitted); see also Celotex Corp. v. Catrett, Ml U.S.
317, 322 (1986) (stating entry of summary judgment is
mandated "against a party who fails to make a showing
sufficient to establish the existence of an element essential
to that party's case, and on which that party will bear
the burden of proof at trial"). Thus, the "mere
existence of a scintilla of evidence" in support of the
nonmoving party's position is insufficient to defeat a
motion for summary judgment; there must be "evidence on
which the jury could reasonably find" for the nonmoving
party. Anderson, Ml U.S. at 252.
Bank agrees that it cannot prevail on its counterclaims for
breach of contract and breach of the implied covenant of good
faith and fair dealing as long as the Court's prior
determination that the life insurance policy at issue in this
litigation (the "Policy") stands, which it does for
purposes of the remaining proceedings in this
Court. Summary judgment will be granted to Sun
Life on these counterclaims. See generally Encite LLC v.
Soni, 2008 WL 2973015, at *12 (Del. Ch. Aug. 1, 2008)
(unpublished) ("The implied covenant of good faith and
fair dealing 'attaches to every contract.' That no
such covenant can exist in the absence of a contract is the
obvious, and logical, corollary to this fundamental
proposition.") (quoting Dunlap v. State Farm Fire
& Cas. Co., 878 A.2d 434, 442 (Del. 2005)).
at issue are U.S. Bank's counterclaims asserting Sun Life
engaged in an unfair or deceptive business practice, in
violation of Massachusetts General Laws Chapter 93 A
("93A claim"), and asserting promissory estoppel.
The Court will deny Sun Life's motion for summary
judgment with respect to each of these claims.
Massachusetts law, a party "who engages in the conduct
of any trade or commerce" is liable under Chapter 93A
for any "unfair or
deceptive act." See
MASS. GEN. LAWS ch. 93A, §§ 2(a), 11 (emphasis
an act is "unfair" must
be determined based on "the circumstances of each
case." Kattar v. Demoulas, 739 N.E.2d 246, 257
(Mass. 2000). Massachusetts courts apply a three-step
framework, inquiring: "(1) whether the practice is at
least within the penumbra of some common-law, statutory, or
other established concept of unfairness; (2) whether it is
immoral, unethical, oppressive, or unscrupulous; and (3)
whether it causes substantial injury to consumers."
Mass. Eye & Ear Infirmary v. QLT Phototherapeutics,
Inc., 412 F.3d 215, 243 (1st Cir. 2005). "[I]t is
neither necessary nor sufficient that a particular act or
practice violate common or statutory law." Mass. Eye
& Ear Infirmary v. QLT Phototherapeutics, Inc., 552
F.3d 47, 69 (1st Cir. 2009); see also Mass. Farm Bureau
Fed'n, Inc. v. Blue Cross of Mass., Inc., 532 N.E.2d
660, 664 (Mass. 1989) (stating violation of Chapter 93 A
"need not be premised on a violation of an independent
common law or statutory duty"). Rather, courts leave
"the determination of what constitutes an unfair
business practice to the finder of fact, subject to the
court's performance of a legal gate-keeping
function." Mass. Eye, 552 F.3d at 69.
is "deceptive" "if
it could reasonably be found to have caused a person to act
differently from the way he otherwise would have acted."
Gabriel v. Jackson Nat'l Life Ins. Co., 2015 WL
1410406, at *16 (D. Mass. Mar. 26, 2015) (internal citations
omitted). "[P]roof of actual reliance ... on a
representation is not required," however. Slaney v.
Westwood Auto, Inc., 322 N.E.2d 768, 779 (Mass. 1975);
see also Lincoln Ventures, Inc. v. FSL Associates,
Inc., 2006 WL 1745804, at *4 (Mass. Super. Apr. 25,
2006) ("[P]laintiffs may prevail on a c. 93A action
founded on a misrepresentation without satisfying the
common-law requirements of reasonable reliance ....").
the record in the light most favorable to U.S. Bank as the
nonmoving party, the Court concludes that a reasonable
factfinder could find that Sun Life engaged in an unfair
and/or deceptive act in connection with its handling of the
Policy. These conclusions arise from the Court's
determination that, based on all the circumstances of the
case, a reasonable jury could find that Sun Life unfairly,
unethically, and unscrupulously misrepresented the state of
the Policy to induce U.S. Bank (and/or FCI) to continue
making hundreds of thousands of dollars in premium payments,
when, in fact (as a reasonable jury could find) Sun Life had
already determined that it would not honor the Policy. For
the same reasons, a reasonable jury could find that Sun Life
acted deceptively in making the statements it made, and
thereby caused U.S. Bank to act differently than it otherwise
would have. Even accepting, arguendo, that Sun Life
had no affirmative ...