ARABIAN SUPPORT & SERVICES COMPANY, LTD., Plaintiff, Appellant,
TEXTRON SYSTEMS CORPORATION, Defendant, Appellee.
FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MASSACHUSETTS [Hon. Patti B. Saris, U.S. District Judge]
F. Gaynor III, with whom Haig V. Kalbian, D. Michelle
Douglas, William P. McGrath, Jr., Kalbian Hagerty LLP,
Nicholas D. Stellakis, and Hunton Andrews Kurth LLP were on
brief, for appellant.
A. Tarantino, with whom Nicole J. Benjamin and Adler Pollock
& Sheehan P.C. were on brief, for appellee.
Lynch, Selya, and Lipez, Circuit Judges.
international arms trade provides the background for this
appeal. Arabian Support & Services Co.
("ASASCO"), a Saudi Arabian consulting company,
sued Textron Systems Corporation ("Textron"), a
Massachusetts-based defense contractor, on various
Massachusetts state law claims. Underlying them all was the
assertion that Textron represented that ASASCO's
compensation for assisting Textron in securing the sale of
sensor fuzed weapons ("SFWs") to Saudi Arabia would
include payments resulting from ASASCO's efforts to
obtain an "offset waiver" or "offset
credits" for Textron associated with that sale. That
payment allegedly would be a fee and/or a percentage of the
final Textron contract with Saudi Arabia.
2017 amended complaint asserted violation of Massachusetts
General Laws chapter 93A, fraudulent inducement, intentional
misrepresentation, negligent misrepresentation,
quasi-contract/implied contract/promissory estoppel, and
quasi-contract/unjust enrichment/quantum meruit. We affirm
the district court's entry of summary judgment for
Textron, relying largely on the district court's able
opinion. Arabian Support & Servs. Co. v. Textron Sys.
Corp., 368 F.Supp.3d 211 (D. Mass. 2019) (Textron
recounting the facts, we rely in substantial part on the
district court's opinion and our prior decision,
Arabian Support & Services Co. v. Textron Systems
Corp., 855 F.3d 1 (1st Cir. 2017) (Textron I).
We describe the key events over the parties'
thirteen-year relationship in chronological order.
was interested in selling SFWs to Saudi Arabia. The
relationship between Textron and ASASCO largely developed
through the interactions of Mansour Al-Tassan, ASASCO's
President, and Avedis Boyamian, Textron's Director of
Middle East Business Development. Starting in 2001, Al-Tassan
and Boyamian discussed various methods of paying ASASCO for
its assistance in furthering a SFW sale, including through a
fixed monthly fee or through the formation of a joint
March 2004, Textron engaged the International Law Firm in
Riyadh to ensure that its contemplated relationship with
ASASCO would be legal under Saudi law. On July 8, 2004,
Robert Kemp, Textron's General Counsel, inquired about
the legality of paying ASASCO "on a commission
basis." The International Law Firm advised Kemp on
September 1, 2004, that such a relationship had a
"significant risk" of being prohibited under Saudi
September 28, 2004, Boyamian and Al-Tassan met in Cairo.
Boyamian told Al-Tassan that Textron was willing to pay
ASASCO up to five percent of the value of the SFW deal but
that the agreement between the companies must conform to U.S.
and Saudi law. ASASCO alleges that on November 6, 2004, at a
meeting in Saudi Arabia, Boyamian represented to Al-Tassan
that Textron would use "offsets" in order to pay
ASASCO lawfully for its services if Textron obtained the SFW
sales contract with Saudi Arabia.
2005, Textron and ASASCO executed the first of what would be
five consulting agreements. The first three agreements, each
lasting one year during the time period from 2005 to 2008,
provided ASASCO with a monthly retainer of $10, 000 for its
services regarding the sale of Textron's SFWs to the
Royal Saudi Air Force.
2006, Boyamian and Al-Tassan further discussed the
opportunity for ASASCO to receive compensation for its
assistance with any offset projects. Textron's position
with ASASCO was that "[a]ll such activity must result in
Saudi Gov't approval of offset projects, grant credits/or
2006, Textron sent ASASCO a draft offset provider
agreement. Later at deposition, Boyamian described
the offset discussions and the consulting agreements as
"totally separate." On June 26, 2006, Boyamian also
forwarded Al-Tassan internal Textron emails that ordered that
ASASCO's business with Textron be recorded separately as
"two books" -- one for the proposed offset
agreement and one for a ...