## Facts

- Jetpac Group, Ltd., a Louisiana corporation, agreed to supply computers to a Canadian intermediary (NKS) for resale to a Russian customer (Harmony).
- To perform, Jetpac contracted (through a broker) with Bostek, Inc., a Massachusetts computer assembler, to produce an initial trial batch of 100 computers meeting specified “Russian 286” configurations.
- The 100 computers were shipped to Russia and delivered to Harmony; many units malfunctioned and were defective.
- Jetpac and NKS attempted to address the failure by sending an additional 200 working computers, but Harmony remained dissatisfied with the initial shipment.
- Harmony refused to pay the full price for the initial 100 units and declined to proceed with the remaining 2,700-unit purchase.
- Jetpac claimed damages tied to its profit interest in the NKS–Harmony deal and asserted: (i) breach of contract and implied warranty of merchantability under Massachusetts UCC, and (ii) unfair or deceptive practices under Mass. Gen. Laws ch. 93A, §§ 2, 11.
- The case was tried to the court in a diversity action; Bostek’s counterclaims were abandoned before trial.

## Issues

1. Whether Bostek breached the contract and the implied warranty of merchantability by delivering nonconforming and defective computers.
2. Whether Bostek’s conduct constituted an unfair or deceptive act or practice under Mass. Gen. Laws ch. 93A, §§ 2, 11, in a business-to-business transaction.
3. What measure of damages reasonably compensated Jetpac for loss resulting from Bostek’s breach under the Massachusetts UCC.

## Decision

- The court found Bostek breached the contract by failing to deliver goods conforming to the agreed specifications.
- The court found Bostek also breached the implied warranty of merchantability because the computers were defective.
- The court awarded Jetpac $23,517 in damages, measured as Jetpac’s share of the loss incurred when the Russian customer refused to pay the full price.
- The court rejected Jetpac’s ch. 93A § 11 claim, concluding the breach—though serious—was not shown to be unfair or deceptive in the commercial context.
- Because the ch. 93A claim failed, the court denied statutory multiple damages and attorney’s fees.

## Legal Principles

- Under Massachusetts UCC remedies, a buyer may recover losses resulting in the ordinary course of events from the seller’s breach, determined in a reasonable manner.  
- For breach of warranty, damages may be measured by the difference between the value of goods accepted and the value they would have had if as warranted; fact-specific proxies may be used if reasonable.
- In business-to-business cases under Mass. Gen. Laws ch. 93A, § 11, a breach of contract or warranty—even a clear one—does not by itself establish an unfair or deceptive act or practice; additional wrongful conduct is required.
- An asserted misstatement collateral to the bargain, if immaterial to the transaction, does not convert a contract breach into actionable deception under ch. 93A absent proof of meaningful reliance-related harm or comparable misconduct.

## Conclusion

The court held Bostek liable for breach of contract and the implied warranty of merchantability for delivering nonconforming, defective computers and awarded Jetpac damages based on its share of the downstream loss, but it denied ch. 93A § 11 relief because Jetpac did not prove conduct beyond breach that was unfair or deceptive in a commercial transaction.


Jetpac Grp., Ltd. v. Bostek, Inc., 942 F. Supp. 716 (D. Mass. 1996)