## Facts

- Bushkin Associates, Inc., a New York investment-banking firm, and its principal, Merle Bushkin, had a long-standing business relationship with Raytheon involving merger-and-acquisition ideas.
- Raytheon was headquartered in Massachusetts.
- Bushkin alleged that, during interstate telephone negotiations between New York (Bushkin) and Massachusetts (Raytheon executive), Raytheon orally agreed to pay Bushkin a 1% fee if Raytheon acquired Beech Aircraft Corporation.
- Raytheon later acquired Beech for approximately $800 million but refused to pay the alleged fee.
- Enforcement of the alleged oral finder’s-fee agreement would be barred by New York’s Statute of Frauds but not by Massachusetts’ Statute of Frauds.
- Bushkin also asserted claims under Massachusetts General Laws chapter 93A based on alleged unfair or deceptive conduct connected to Raytheon’s refusal to pay.
- In federal litigation, the First Circuit certified to the Supreme Judicial Court of Massachusetts questions concerning choice of law, chapter 93A’s applicability, and the chapter 93A “primarily and substantially” exemption.

## Issues

1. Whether Massachusetts choice-of-law rules require applying Massachusetts or New York law to determine the validity of the alleged oral finder’s-fee agreement.
2. Whether Mass. Gen. Laws ch. 93A may apply to alleged unfair or deceptive acts in an interstate business relationship involving a Massachusetts-based defendant.
3. Whether the defendant established, as a matter of law, that the challenged conduct occurred “primarily and substantially” outside Massachusetts so as to trigger the exemption in Mass. Gen. Laws ch. 93A, § 3(1)(b)(i).

## Decision

- Massachusetts law governed the validity of the alleged oral agreement; New York’s Statute of Frauds did not bar the contract claim under Massachusetts choice-of-law principles.
- Chapter 93A was not categorically inapplicable merely because the plaintiff was out of state and some communications occurred outside Massachusetts.
- The defendant was not entitled, as a matter of law, to the Mass. Gen. Laws ch. 93A, § 3(1)(b)(i) exemption on the certified-question record; the “primarily and substantially” inquiry was fact dependent.

## Legal Principles

- Massachusetts resolves contract choice-of-law questions using a functional, interest-based analysis that considers contacts, governmental interests, and which jurisdiction has the most significant relationship to the issue.
- In a Statute of Frauds conflict, the forum need not apply the plaintiff’s home-state statute where the party to be bound is a Massachusetts-based corporation and relevant corporate decision-making is centered in Massachusetts.
- Chapter 93A can reach interstate business conduct when there is a sufficient nexus to Massachusetts, including when challenged decisions and conduct emanate from a defendant’s Massachusetts headquarters.
- The Mass. Gen. Laws ch. 93A, § 3(1)(b)(i) “primarily and substantially” limitation is a context-specific test focused on where the defendant’s conduct occurred; it is not ordinarily resolved in a defendant’s favor as a pure matter of law on an undeveloped or mixed record.

## Conclusion

The court answered certified questions by applying a functional conflicts approach that selected Massachusetts law for the Statute of Frauds dispute, confirmed that chapter 93A could apply to interstate misconduct tied to a Massachusetts-based corporation, and declined to treat the “primarily and substantially” exemption as established as a matter of law on the record presented.


Bushkin Assocs., Inc. v. Raytheon Co., 473 N.E.2d 662 (Mass. 1985)