## Facts

- Thomas Schinkel, a Massachusetts consultant, agreed to manage Maxi-Holding, Inc. (a Massachusetts holding company owned by Finnish parent Rake Oy, controlled by Cederberg, a Finnish resident).
- In 1986, Schinkel and Maxi used two agreements: (1) a management services contract and (2) a stock-purchase option; Schinkel provided services but did not exercise the 1986 stock option.
- In 1987, the parties executed a similar two-contract structure, including a stock-purchase agreement for 10% of Maxi’s Class B preferred, nonvoting shares for $70,000 ($35,000 at signing and $35,000 forty-five days later), plus a right to buy an additional 10% later at an appraisal-based price.
- Schinkel alleged an antecedent oral understanding that he could defer the initial $70,000 payment and credit his 1986 compensation against the purchase price.
- When Schinkel’s 1986 compensation was estimated at $50,000, he paid $20,000 to reach $70,000; Maxi accepted the payment and later refunded $5,000 when compensation was fixed at $55,000.
- Maxi then refused to issue the shares; Schinkel alleged Cederberg never intended to issue them and that defendants’ conduct constituted breach of contract, fraud, and an unfair or deceptive act under Mass. Gen. Laws ch. 93A.
- Schinkel also sued Cederberg individually for tortious interference with contractual relations.

## Issues

1. Whether the parol evidence rule required dismissal of the contract claim based on an alleged oral understanding affecting the written stock-purchase payment terms.
2. Whether allegations that defendants promised to issue stock without intent to perform stated a claim for fraud at the pleading stage.
3. Whether the ch. 93A claim could be dismissed on the pleadings based on the asserted nature of the parties’ relationship.
4. Whether Massachusetts courts had personal jurisdiction over Cederberg, a Finnish resident served while voluntarily present in Massachusetts.
5. Whether the complaint stated a distinct claim for tortious interference against Cederberg.

## Decision

- Reversed dismissal of the breach-of-contract claim; the parol evidence rule did not, on the pleadings, foreclose proof of modification, waiver, or ratification shown by later conduct.
- Reversed dismissal of the fraud claim; allegations of a promise made with present intent not to perform were sufficiently particular to survive dismissal.
- Reversed dismissal of the ch. 93A claim; applicability could not be rejected on the pleadings without a developed factual record.
- Held Massachusetts had personal jurisdiction over Cederberg based on service while he was voluntarily present in the state (transient jurisdiction).
- Affirmed dismissal of the tortious interference claim; the pleading did not allege independently wrongful conduct beyond the alleged breach and fraud.

## Legal Principles

- The parol evidence rule does not bar proof of a later consensual modification, waiver, or ratification of written contractual terms; dismissal on parol-evidence grounds may be premature where post-agreement conduct is alleged.
- A promise made with a present intention not to perform can constitute actionable fraud if pleaded with sufficient particularity.
- Whether conduct in a business dispute constitutes an unfair or deceptive act under Mass. Gen. Laws ch. 93A may require factual development and should not be rejected solely from the pleadings where deception is alleged.
- Personal jurisdiction may be exercised over a nonresident served with process while voluntarily present in the forum state.
- A tortious interference claim requires allegations of wrongful conduct distinct from the conduct constituting the underlying breach of contract (and not merely a corporate officer’s role in the breach).

## Conclusion

The court reinstated Schinkel’s contract, fraud, and Chapter 93A claims because the pleadings plausibly alleged a modified payment arrangement and deceptive nonperformance, while it upheld jurisdiction over the nonresident defendant based on in-state service and affirmed dismissal of tortious interference for lack of separate wrongful conduct.


Schinkel v. Maxi-Holding, Inc., 30 Mass. App. Ct. 41 (1991)