## Facts

- Boston University (BU) hired Linkage Corporation (Linkage) in 1988 under a written, three-year agreement for Linkage to create and manage technical education and training programs at BU’s off-campus Corporate Education Center.
- BU’s vice president for external programs, Joseph Meng, negotiated and supervised Linkage’s performance; BU did not disavow Meng’s authority in dealings with Linkage.
- In 1989, BU and Linkage entered a second contract for Linkage to manage BU’s professional development programs at Metropolitan College.
- In 1991, Meng and Linkage executed a renewal agreement consolidating and extending Linkage’s management relationship to cover both program areas.
- BU’s president later opposed the relationship, initiated an internal audit, and notified Linkage that BU was terminating the arrangement “for cause.”
- BU hired former Linkage workers associated with the center notwithstanding contractual limits on BU hiring Linkage’s staff.
- Linkage alleged BU made negative statements about Linkage and interfered with Linkage’s business relationships, asserting defamation and interference tort claims.

## Issues

1. Whether the trial judge abused discretion by denying recusal, revisiting a predecessor judge’s interlocutory summary judgment rulings, and excluding a challenged exhibit.
2. Whether BU was bound to the 1991 renewal agreement based on Meng’s apparent authority and/or BU’s ratification.
3. Whether damages awarded under breach of contract, promissory estoppel, and breach of the implied covenant were impermissibly duplicative, and what out-of-pocket expenses were recoverable.
4. Whether tort damages for interference and defamation were unsupported or speculative due to lack of competent proof of pecuniary loss attributable to those torts.
5. Whether BU’s relationship with Linkage was “trade or commerce” under Mass. Gen. Laws ch. 93A, and whether BU’s conduct was unfair or deceptive and willful or knowing.
6. Whether the charitable damages cap in Mass. Gen. Laws ch. 231, § 85K limited liability or damages under ch. 93A.

## Decision

- The Supreme Judicial Court largely affirmed the judgment for Linkage but modified the damages.
- The court found no reversible error in the trial judge’s denial of recusal, reconsideration of interlocutory orders, or exclusion of an exhibit as cumulative or misleading.
- The court upheld the finding that BU was bound to the 1991 renewal agreement based on Meng’s apparent authority and BU’s ratification through acceptance of benefits.
- The court eliminated duplicative recoveries under promissory estoppel and implied covenant theories where they overlapped with contract damages, allowing only non-overlapping out-of-pocket expenses.
- The court vacated damages for tortious interference and defamation as speculative and unsupported by competent evidence of damages attributable to those torts.
- The court held BU engaged in “trade or commerce” for ch. 93A purposes in operating the education center arrangement and upheld findings of willful and knowing unfair or deceptive acts, including multiple damages and attorney’s fees.
- The court held the charitable damages cap in ch. 231, § 85K does not apply to ch. 93A liability.

## Legal Principles

- A principal may be bound by an agent’s contract where the principal’s manifestations create apparent authority and the third party reasonably relies on that authority.
- Ratification can occur when a principal, with knowledge of material facts, accepts and retains benefits of an agent’s act, thereby affirming the transaction.
- A plaintiff may not obtain double recovery for the same injury under overlapping legal theories; duplicative contract-based awards must be reduced, though distinct, non-duplicative out-of-pocket losses may be recoverable.
- Tort damages for interference or defamation require competent proof of actual loss caused by the tort; damages may be set aside where they are speculative or not supported by evidence attributable to the wrongful statements or conduct.
- Mass. Gen. Laws ch. 93A can apply to a university when it participates in a commercial transaction; conduct in terminating or repudiating a business arrangement may constitute unfair or deceptive acts.
- Willful or knowing ch. 93A violations support multiple damages and fee shifting.
- The charitable damages limitation in Mass. Gen. Laws ch. 231, § 85K does not restrict liability or damages under Mass. Gen. Laws ch. 93A.

## Conclusion

The court enforced the 1991 renewal against BU based on apparent authority and ratification, limited recovery to non-duplicative contract damages, set aside unsupported tort awards, and sustained enhanced remedies under ch. 93A while holding that the charitable damages cap does not apply to ch. 93A claims.


Linkage Corp. v. Trustees of Bos. Univ., 425 Mass. 1, 679 N.E.2d 191 (1997)