Risk Based Security (“RBS”) licensed its database of publicly-known cybersecurity vulnerabilities (which it calls VulnDB) under a Reseller Agreement with Black Duck Software, Inc. The second amended complaint says that Synopsys, Inc., is the successor-in-interest to Black Duck. RBS originally claimed that Black Duck stole trade secrets from RBS to develop and introduce its own open-source vulnerability listing, which it calls Black Duck Security Advisories (or BDSA).
While this action was pending, Synopsis obtained a declaratory judgment in the federal district court for the Eastern District of Virginia (“EDVA”) stating that Synopsis has not misappropriated any of RBS’s trade secrets or interfered with any of its contracts or business relationships. That decision was affirmed on appeal. Judge Squires-Lee ruled in August 2024 that the EDVA decision has claim preclusion effects that bar RSB’s trade secret claim and all other claims to the extent they are based on allegations that defendants misused RBS’s confidential or trade secret information, including all of counts I(c), I(d), and I(e) (in paragraphs 54c, 54d, and 54e of the second amended complaint). She also ruled that the EDVA decision has issue preclusion effects that bar relitigation of whether RBS’s alleged trade secrets had economic value and whether RBS lost customers when Synopsis migrated its customers from VulnDB to BDSA.
Defendants have now moved for partial summary judgment on the remaining claims—except for the claim in count I(b) for breach of contract by failing to pay all royalties allegedly owed to RBS. The Court will allow this motion for partial summary judgment for the reasons discussed below.
1. Contract Claims. Defendants are entitled to summary judgment in their favor on the claims for breach of contract in counts I(a) and I(f) to I(j) of the second amended complaint.
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1.1. Count I(a) alleges that Black Duck and Synopsis breached an alleged contractual obligation to bundle VulnDB into Black Duck’s “Premium Security Module” product.
This claim is not based on any provision of the Reseller Agreement itself. Instead, it is based on emails that were exchanged in late May and early June 2016. In the first email, Black Duck proposed bundling its policy management product together with VulnDB into a combined “Premium Security Module” product. Black Duck suggested that RBS would get a 15 percent royalty on sales of that product, on the theory that RBS was at that time getting a 30 percent royalty on stand-alone sales of VulnDB, and the VulnDB product would be half of the new bundled product. RBS responded eleven days later saying that it “agree[d] to the bundling of the two services as proposed.”
This part of RBS’s claim for breach of contract is barred by the parol evidence rule.
Where the parties intend their contract to be a fully integrated document, and the relevant terms of the contract are clear and unambiguous, no extrinsic or parol evidence may be used to contradict, change, or create an ambiguity in the written terms of the contract. General Convention of New Jerusalem in the United States of America, Inc. v. MacKenzie, 449 Mass. 832, 835 (2007) (describing parole evidence rule). This rule applies if and only if court determines “that it has before it a written contract intended by the parties as a statement of their complete agreement.” Sound Techniques, Inc. v. Hoffman, 50 Mass. App. Ct. 425, 429 (2000).
“Whether an agreement is fully integrated turns on the intention of the parties and ‘is an issue of fact for the decision of the trial judge, entirely preliminary to any application of the parol evidence rule.’ ” Realty Finance Holdings, LLC v. KS Shiraz Manager, LLC, 86 Mass. App. Ct. 242, 248 (2014), quoting Green v. Harvard Vanguard Med. Associates, Inc., 79 Mass. App. Ct. 1, 9 (2011).
Where the underlying facts are not in dispute, a judge may resolve whether a contract is fully integrated on a motion for summary judgment. See Realty Finance, 86 Mass. App. Ct. 250–251 (affirming summary judgment); USTrust v. Henley & Warren Mgmt., Inc., 40 Mass. App. Ct. 337, 339–342 (1996) (affirming summary judgment).
The summary judgment record establishes that RBS and Black Duck revised the written Reseller Agreement in 2017, agreed that the amended contract was
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fully integrated, and did not include the “bundling” agreement that RBS contends is shown in the May and June 2016 emails. The relevant timeline is as follows.
On December 31, 2014, RBS and Black Duck executed the original Reseller Agreement. The contract included an integration clause stating that it “constitutes the entire agreement between the parties, and supersedes and replaces all prior and contemporaneous understandings or agreements.”
Then, on November 13, 2017, RBS and Black Duck executed an Amendment to Reseller Agreement. This amendment added an audit provision and made various other changes to the contract. But it did not require Black Duck to bundle and include VulnDB in a Premium Security Module or any other product.
The 2017 Amendment also including an integration clause, stating that the Reseller Agreement, “as amended by this Agreement, constitutes the entire agreement between the parties with respect to the subject matter of the [original] Agreement and its amendment(s).”
The summary judgment record establishes that the Reseller Agreement, as amended by the 2017 Amendment, is a fully integrated contract. The fact that the parties executed two documents that include all terms “necessary to constitute a contract” is a strong indication that they “placed the terms of their bargain in this form to prevent misunderstanding and dispute, intending it to be a complete and final statement of the whole transaction.” Realty Finance, 86 Mass. App. Ct. at 249, quoting Glackin v. Bennett, 226 Mass. 316, 319-320 (1917); accord, e.g., Berman v. Geller, 325 Mass. 377, 379-380 (1950). Where, as here, parties to an agreement “have reduced a contract to writing, it alone is presumed to express their final conclusions, and all previous and contemporaneous oral discussions or written memoranda are assumed to have been either rejected or merged in it.” Florimond Realty Co. v. Waye, 268 Mass. 475, 479 (1929).
If RBS and Black Duck had wanted and intended to add a bundling obligation to the Reseller Agreement, they could have done so—and clearly knew how to do so—by including it in the 2017 Amendment. That contract amendment is a carefully crafted document. It contains twelve numbered paragraphs or sections that delete and fully replace eight existing provisions of the Reseller Agreement, add three entirely new provisions, and state that the amendment resolves specified claims that RBS had asserted against Black Duck. Nowhere
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does it add a new obligation requiring Black Duck to bundle and sell VulnDB together with any Black Duck product.
RBS’s conclusory assertion that it understood Black Duck would have to comply not only with the terms of the written Reseller Agreement, as amended by the 2017 Amendment, but also with additional terms discussed during prior communications before the 2017 Amendment “does not create an issue of fact concerning integration.” Realty Finance, 86 Mass. App. Ct. at 250. Instead, given the presumption that a complete written contract is fully integrated, and the absence of any evidence that the parties intended in November 2017 for the amended Reseller Agreement to include additional terms not spelled out in the original contract of the 2017 Amendment, RBS may not point to extrinsic evidence to revise or add to the plain terms of the amended Reseller Agreement. Id. at 251.
1.2. Counts I(f) to I(j) allege that Black Duck and Synopsis breached the Reseller Agreement by engaging in unauthorized use of RBS’s data, accessing RBS’s data outside the scope of their license, denying RBS the right to audit their performance, continuing to sell or renew subscriptions to VulnDB during the contractual wind-down period, and selling or renewing VulnDB subscriptions that extended beyond the wind-down period.
Defendants contend that these claims fail because RBS has mustered no evidence showing that it suffered any compensable injury as a result of any of these breaches. RBS did not respond to this argument and thereby conceded this point.
The Court will therefore grant summary judgment to the Defendants on these claims. They fail as a matter of law because RBS cannot prove damages, which is an essential element of these claims. See Hasseltine House, LLC v. Jewish Fam. & Children's Servs., Inc., 106 Mass. App. Ct. 30, 36–37 (2025) (affirming summary judgment because plaintiff offered no evidence that it “suffered harm as a result” of alleged breach of contract); Schwartz v. Travelers Indem. Co., 50 Mass. App. Ct. 672, 682 (2001) (same); see generally Roman v. Trustees of Tufts College, 461 Mass. 707, 711 (2012) (summary judgment proper against party that cannot establish essential element of claim).
1.3. Count II—Implied Covenant. RBS’s claim for breach of the implied covenant of good faith and fair dealing adds nothing to its claims for breach of the express contract terms.
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In its opposition, RBS says that this claim is based in part on Black Duck’s alleged failure to pay royalties that it owes under the Reseller Agreement. But that claim arises under the express terms of the contract, and is addressed by count I(b). RBS cannot show that failure to pay royalties as required by the express contract terms would also constitute a violation of the implied covenant.
In addition, RBS also asserts that Black Duck made and implemented plans to develop a replacement product that would compete with VulnDB, all without telling RBS what it was doing. That does not suffice to show any breach of the implied covenant, because making plans to compete did not deprive RBS of any right “to receive the fruits of the contract.” See generally Weiler v. PortfolioScope, Inc., 469 Mass. 75, 82 (2014) (every contract governed by Massachusetts law includes an implied covenant of good faith and fair dealing, which provides “that neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract”).
It is not enough for RBS to show that Black Duck somehow failed to act in good faith, in the absence of any proof that RBS was thereby deprived of the fruits of the contract. Id. The implied covenant of good faith and fair dealing does not impose a “general duty … to act ‘nicely.’ ” Ayash v. Dana-Farber Cancer Inst., 443 Mass. 367, 385 (2005).
In any case, secretly preparing to compete would not constitute a lack of good faith. The Reseller Agreement allowed Black Duck to terminate the contract without cause by giving written notice at least 180 days before the end of the contract term. Black Duck was free to make plans to compete with RBS, so long as it did not breach the Reseller Agreement in the meantime. Compare Butts v. Freedman, 96 Mass. App. Ct. 827, 829 (2020) (“fiduciaries may plan to compete with the entity to which they owe allegiance, ‘provided that in the course of such arrangements they [do] not otherwise act in violation of their fiduciary duties’ ”) (quoting Meehan v. Shaughnessy, 404 Mass. 419, 435 (1989)).
2. Chapter 93A Claim—Count III. Defendants’ assertion that RBS’s claim under G.L. c. 93A is barred by the economic loss doctrine is unavailing. But Defendants are nonetheless entitled to summary judgment on this claim because it is precluded by the EDVA decision and because RBS has no evidence that it relied to its detriment on Black Duck’s alleged efforts to string it along.
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2.1. Economic Loss Rule. Defendants’ argument that RBS may not press a claim under G.L. 93A to recover purely economic damages is wrong.
The economic loss doctrine generally provides that “purely economic losses are unrecoverable in tort and strict liability actions in the absence of personal injury or property damage.” Aldrich v. ADD Inc., 437 Mass. 213, 222 (2002), quoting FMR Corp. v. Boston Edison Co., 415 Mass. 393, 395 (1993). This rule “was developed in part to prevent the progression of tort concepts from undermining contract expectations,” on the theory that contracting parties are free to allocate the risk of economic loss as they see fit. Wyman v. Ayer Properties, LLC, 469 Mass. 64, 70 (2014).
Since this doctrine applies only to tort claims, it does not apply to claims asserted under c. 93A. “General Laws c. 93A is a statute of broad impact that created new substantive and procedural rights previously not available at common law” and is “intended to supplant traditional remedies.” Greenfield Country Estates Tenants Ass’n, Inc. v. Deep, 423 Mass. 81, 88 (1996). “Recovery under the statute is not ‘limited by traditional tort and contract law requirements.’ ” Auto Flat Car Crushers, Inc. v. Hanover Ins. Co., 469 Mass. 813, 822 (2014), quoting Commonwealth v. DeCotis, 366 Mass. 234, 244 n. 8 (1974). In other words, c. 93A claims “are ‘sui generis,’ and involve new substantive rights ‘not subject to the traditional limitations of pre-existing causes of action.’ ” Travis v. McDonald, 397 Mass. 230, 232 (1986), quoting Slaney v. Westwood Auto, Inc., 366 Mass. 688, 704 (1975).[1]
As a business that was itself engaged in trade or commerce, RBS may establish injury compensable under c. 93A by showing that it “suffer[ed] any loss of money or property.” See G.L. c. 93A, § 11. Since loss of money is sufficient injury to invoke the protections of the statute, c. 93A claims are not limited by the economic loss doctrine. See Anastasi Bros. Corp. v. Mass. Convention Ctr. Auth., 193 WL 818553, at *3 (Mass. Super. Ct. Nov. 1 ,1993) (Steadman, J.); First Niagara Leasing, Inc. v. Harper Prop. Maintenance, Inc., 2010 WL 11883326, at *5 n.5 (D.Mass. July 14, 2010) (Saylor, J.).
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[1] The decades-old assumption by the United States Court of Appeals for the First Circuit that claims under c. 93A are subject to the economic loss doctrine because c. 93A does not “reach beyond the traditional rule in a tort-based action” was incorrect. See Canal Elec. Co. v. Westinghouse Elec. Co., 973 F.2d 988, 989 (1st Cir. 1992).
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2.2. Claim Preclusion. The c. 93A claim is barred by the EDVA decision under the doctrine of claim preclusion, however.
According to RBS’s written opposition, the c. 93A claim is based on the theory that Black Duck was stringing it along under false pretenses, by concealing Black Duck’s plans to develop a replacement product that it could use to compete with VulnDB, in order to get and keep “access to RBS’s vulnerability information” and “as cover for Black Duck’s intelligence-gathering” while Black Duck was preparing its own competing product. In other words, RBS contends that Black Duck violated c. 93A by using false or deceptive practices to access and misuse RBS’s confidential information.
Judge Squires-Lee has ruled that the EDVA decision bars all claims based on allegations that Defendants misused RBS’s confidential or trade secret information. It therefore bars this c. 93A claim.
2.3. Stringing Along Theory. Defendants would be entitled to summary judgment on the c. 93A even if it were not barred by claim preclusion, because RBS has failed to muster any evidence that it relied to its detriment on any implicit misrepresentation that Black Duck was planning to keep licensing VulnDB rather than develop its own competing product.
One “recognized form of commercial extortion” that can violate G.L. c. 93A, § 11, “is the ‘stringing along’ of a business counterparty.” H1 Lincoln, Inc. v. S. Washington St., LLC, 489 Mass. 1, 16 (2022). “Stringing along tactics involve the use of a protracted ‘pattern of conduct ... calculated to misrepresent the true situation’ to the target business and thereby induce detrimental reliance on the target's part.” Id., quoting Greenstein v. Flatley, 19 Mass. App. Ct. 351, 356 (1985).
Reasonable reliance is “an essential element” in c. 93A cases based on a “stringing along” theory of extortion. See Stranberg v. Cooperative Bank, 2025 WL 1779547, at *3 (June 27, 2025) (unpublished rule 23.0 decision), quoting Pappas Indus. Parks, Inc. v. Psarros, 24 Mass. App. Ct. 596, 599 (1987); accord Lambert v. Fleet Nat. Bank, 449 Mass. 119, 127 (2007) (“ ‘stringing along’ that induces detrimental reliance can, in some cases, constitute a G.L. c. 93A violation”).
RBS contends that Black Duck engaged in improper “stringing along” by seeking permission in 2016 to bundle VulnDB and Black Duck’s own policy management product into a single offering, and by agreeing in 2017 to amend the Reseller Agreement to give RBS audit rights, all without disclosing that at
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the same time Black Duck was making plans to exercise its right to terminate the contract and sell a a product that would compete with VulnDB.
The summary judgment record makes clear that RBS cannot show that it suffered any detriment as a result of the 2016 arrangement or the 2017.
With respect to the bundling arrangement that began in 2016, RBS has mustered no evidence that it earned or received less money in royalty payments by agreeing to accept a 15 percent royalty on the higher price that Black Duck charged for a bundled offering rather than a 30 percent royalty on the lower price that it had been charging to sell VulnDB as a standalone product.
With respect to the 2017 Amendment to the Reseller Agreement, RBS does not contend that anything in that contract amendment harmed RBS. To the contrary, it emphasizes that it gained new audit rights in that amendment.
Since detrimental reliance is an essential element of a “stringing along” claim under c. 93A, and RBS can point to no evidence suggesting that it relied to its detriment on Black Duck’s allegedly unfair or deceptive acts or practice, Defendants are entitled to summary judgment in their favor on this claim. “If the nonmoving party cannot muster sufficient evidence to make out its claim, a trial would be useless and the moving party is entitled to summary judgment as a matter of law.” Kourouvacilis v. General Motors Corp., 410 Mass. 706, 715 (1991), quoting Celotex Corp. v. Catret, 477 U.S. 317, 328 (1986) (White, J., concurring). Thus, “[a] nonmoving party’s failure to establish an essential element of her claim ‘renders all other facts immaterial’ and mandates summary judgment in favor of the moving party.” Roman v. Trustees of Tufts College, 461 Mass. 707, 711 (2012), quoting Kourouvacilis, supra, at 711.
3. Other Claims. Defendants are also entitled to summary judgment on the other non-contract claims asserted by RBS.
3.1. Unjust Enrichment and Quantum Meruit—Counts V and VI. Defendants are entitled to summary judgment on the indistinguishable claims for unjust enrichment or quantum meruit for two, independent reasons.[2]
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[2] A quantum meruit claim is merely a particular form of a claim for unjust enrichment. Cf. Liss v. Studeny, 450 Mass. 473, 479 (2008) (“The underlying basis for awarding quantum meruit damages in a quasi-contract case is unjust enrichment of one party and unjust detriment to the other party.”) (quoting Salamon v. Terra, 394 Mass. 857, 859 (1985)).
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First, RBS may not seek relief under either of these theories because it is undisputed that the Reseller Agreement is enforceable and defines RBS’s rights and Black Duck’s obligations.
The existence of an enforceable Reseller Agreement means that RBS may not recover on an unjust enrichment theory. See Metropolitan Life Ins. Co. v. Cotter, 464 Mass. 623, 641 (2013); Boston Med. Ctr. Corp. v. Secretary of Executive Office of Health & Human Servs., 463 Mass. 447, 467 (2012). “A valid contract defines the obligations of the parties as to matters within its scope, displacing to that extent any inquiry into unjust enrichment.” Boston Med. Ctr. Corp., supra, quoting Restatement (Third) of Restitution and Unjust Enrichment § 2 (2011). Since RBS’s rights to payment are governed by the terms of the Reseller Agreement, RBS may not seek or obtain recovery under an unjust enrichment theory. See Zarum v. Brass Mill Materials Corp., 334 Mass. 81, 85 (1956) (plaintiff may not seek recovery on principles of unjust enrichment where valid contract covers subject matter of dispute).
The same is true of the quantum meruit claim. RBS may not seek equitable relief under the doctrine of quantum meruit because it has a valid contract with Black Duck that defines the extent of RBS’s right to compensation. See Boswell v. Zephyr Lines, Inc., 414 Mass. 241, 250 (1993). “A plaintiff is not entitled to recovery on a theory of quantum meruit where there is a valid contract that defines the obligations of the parties.” Boston Med. Ctr. Corp., supra (affirming dismissal on this ground).
Second, in light of Judge Squires-Lee’s prior rulings, these claims are barred by the EDVA decision under the doctrine of claim preclusion. RBS argues that these claims should survive based on evidence that its conferred a measurable benefit upon Black Duck by giving it access to RBS’s confidential information. In other words, RBS argues that Black Duck improperly used RBS’s confidential information without fully compensating RBS. But Judge Squires- Lee has ruled that the EDVA decision bars all claims based on allegations that Defendants misused RBS’s confidential or trade secret information.
3.2. Declaratory Relief—Count VII. RBS may not keep pressing its claim for a declaratory judgment because there is no ongoing actual controversy between the parties. It is undisputed that RBS gave notice in July 2018 that the Reseller Agreement would not be renewed when it expired on December 31, 2018, and that as a result the contractual “wind-down” period began January 1, 2019. The contractual relationship between RBS and Black Duck therefore ended years
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ago. Though RBS is still pressing a claim for unpaid royalties, that will be resolved in deciding that claim, in count I(b). Without any other actual controversy at issue, Defendants are entitled to summary judgment dismissing count VII. See Alliance, AFSME/SEUI, AFL-CIO, v. Commonwealth, 425 Mass. 534, 537-539 (1997) (in absence of actual controversy between the parties, claim for declaratory relief under G.L. c. 231A must be dismissed); Liakas v. Planning Bd. of Dracut, no. 18-P-1059, 2019 WL 1324748, at *1 (Mass. App. Ct. March 25, 2019) (affirming dismissal of action for declaratory relief on summary judgment for lack of actual controversy).
3.3. Injunctive Relief and Accounting—Counts VIII and IX. The last two counts of RBS’s complaint do not state actual causes of action, but instead flag potential forms of equitable relief that it might seek if it were to prevail on some other claim. “Injunctive relief is a remedy, and not a cause of action.” Mullins v. Corcoran, 488 Mass. 275, 286 n.16 (2021). The same is true of the request for an accounting; that is also an equitable remedy, not a cause of action. See, e.g., Menacker v. Overture L.L.C., 2020 WL 4453438, at *9 (Del. Ch. Aug. 4, 2020), Perlmutter v. Varone, 2018 WL 1151597, at *1 n.2 (Md. Ct. Spec. App. Mar. 5, 2018); Zaki Kulaibee Establishment v. McFliker, 771 F.3d 1301, 1310 n.21 (11th Cir. 2014) (applying Florida law); Macomber v. Travelers Property & Casualty Corp., 261 Conn. 620, 623 n.3 (2002).
The Court will therefore allow Defendants’ request for summary judgment on these claims, but will make clear that it is doing so without prejudice to RBS seeking appropriate equitable relief if it were to prevail on its remaining claim.
ORDER
Defendants’ motion for partial summary judgment is allowed. This ruling is without prejudice to Plaintiff seeking appropriate equitable relief, including an injunction or an accounting, if it were to prevail on its remaining claim.
/s/Kenneth W. Salinger Justice of the Superior Court
June 16, 2026