Commercial – Chapter 93A – Detrimental reliance

Where defendants have moved for summary judgment on a plaintiff’s claim under G.L.c. 93A, that claim is not barred by the economic loss doctrine, but the defendants are nonetheless entitled to summary judgment because the plaintiff has no evidence that it relied to its detriment on alleged efforts to string it along.

“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. …

“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. …

“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.’ …

“Since this doctrine applies only to tort claims, it does not apply to claims asserted under c. 93A. …

“The c. 93A claim is barred by the EDVA decision under the doctrine of claim preclusion, however. …

“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. …

“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. …

“Defendants are also entitled to summary judgment on the other non-contract claims asserted by RBS. …

“Defendants are entitled to summary judgment on the indistinguishable claims for unjust enrichment or quantum meruit for two, independent reasons.

“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. …

“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. …

“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. …

“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.”

Risk Based Security, Inc. v. Synopsys, Inc., et al. (Lawyers Weekly No. 09-059-26) (10 pages) (Salinger, J.) (Suffolk Superior Court) (Docket No. 2084CV00258-BLS2) (June 16, 2026).

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