contract terms must be set forth with "certainty and precision"
How later courts described this case
- contract terms must be set forth with "certainty and precision"
- vagueness of agreement indicated no intent to be bound
Written by the judges who cited it.
The opinion
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16-P-942 Appeals Court
RAQUEL RODRIGUEZ1 vs. MASSACHUSETTS BAY TRANSPORTATION
AUTHORITY.
No. 16-P-942.
Suffolk. April 7, 2017. - July 31, 2017.
Present: Grainger, Sullivan, & Kinder, JJ.2
Massachusetts Bay Transportation Authority, Contract. Railroad.
Contract, What constitutes, Offer and acceptance.
Practice, Civil, Motion to dismiss.
Civil action commenced in the Superior Court Department on
November 10, 2015.
A motion to dismiss was heard by Mitchell H. Kaplan, J.
Thomas G. Shapiro (Robert Richardson & Edward C. Cumbo also
present) for the plaintiff.
David S. Mackey (Christina S. Marshall also present) for
the defendant.
1
On behalf of herself and all others similarly situated.
2
Justice Grainger participated in the deliberation on this
case prior to his retirement.
2
KINDER, J. In this case we address whether a public
transportation authority breaches a contract with its commuter
rail customers when extraordinary winter storms interrupt the
service schedule. For the reasons that follow, we conclude that
in the circumstances presented here, it does not. Accordingly
we affirm the judgment of dismissal pursuant to Mass.R.Civ.P.
12(b)(6), 365 Mass. 754 (1974), for failure to state a breach of
contract claim.
On April 22, 2015, the plaintiff, Raquel Rodriguez, brought
this action against the Massachusetts Bay Transportation
Authority (MBTA) and its commuter rail operator, Keolis Commuter
Services, LLC (Keolis), on behalf of a putative class of
purchasers of monthly rail passes in January, February, and
March, 2015. The complaint alleged that the MBTA commuter rail
service suffered severe delays and cancellations during the
record-setting snowstorms of 2015. Rodriguez claimed that these
service disruptions were in breach of the MBTA's implied
contract "to provide timely, reliable commuter rail service
. . . for January, February and March of 2015." In a
comprehensive written decision, a Superior Court judge allowed
the MBTA's motion to dismiss. Among other things, the judge
concluded that even if the MBTA had some form of contractual
obligation to its monthly pass holders, "the complaint fails to
allege an essential element of a breach of contract claim: an
3
agreement between the parties on a material term of the contract
at issue." This appeal followed.3
Background. We summarize the allegations in the operative
complaint and the items appearing in the record of the case.
See Schaer v. Brandeis Univ., 432 Mass. 474, 477 (2000). The
MBTA is charged by statute with providing commuter rail and
subway service in eastern Massachusetts. G. L. c. 161A, §§ 1
and 2. The MBTA provides service from 138 commuter rail
stations situated along fourteen routes. On an average weekday,
the MBTA serves 131,161 passengers on the commuter rail, and
monthly passes range from seventy-five dollars to $362.
Rodriguez and thousands of other commuters purchased
monthly passes in January, February, and March of 2015.
Rodriguez paid $182 for her so-called "Zone 1" monthly pass,
which entitled her to unlimited travel within that zone. The
pass did not contain information regarding schedules and fares,
but directed passengers to the MBTA's telephone number and Web
site for that information.
3
Rodriguez does not appeal the judgment of dismissal as to
Keolis. And as to her unjust enrichment claim against the MBTA,
it is referenced in her notice of appeal, but she presents no
related argument in her brief. Accordingly, we do not address
the claims related to Keolis or the claim that the MBTA was
unjustly enriched. See Mass.R.A.P. 16(a)(4), as amended, 367
Mass. 921 (1975).
4
In the winter of 2015, the Boston area was beset by severe
snowstorms. Four separate winter storms, occurring on January
27, February 2, February 7, and February 14, each registered
snow accumulation of ten or more inches. It snowed an
additional seven inches between February 15 and 28, and six
inches in March. The complaint alleges that the intervals
between storms left "more than enough time to clear the snow and
return to a full commuter rail schedule."
Due to the snowstorms, the MBTA canceled all commuter rail,
subway, and most bus service from 7:00 P.M. on Monday, February
9, through the end of the day on Tuesday, February 10. At some
point in February, the MBTA announced a "winter recovery
schedule," which provided "less than full commuter rail and
[subway] service." Throughout March, the MBTA ran one or two
morning weekday trains per line, and a total of only four to
five trains per day. According to the complaint, commuters were
"largely unable to use their monthly commuter rail passes for
the second half of February and most of March [of] 2015, or if
used at all with substantial uncertainty and delay." Rodriguez
claims that the service fell "well short of what [she] and
[other] purchasers of monthly commuter rail passes paid for."
When the MBTA announced the cancellation of service for
February 9 and 10, Governor Charles D. Baker, Jr., expressed
frustration and disappointment with the decision. Shortly
5
thereafter, the MBTA's chief executive officer and general
manager, Beverly A. Scott, resigned. At the Governor's request,
the MBTA board of directors also resigned. On March 11, 2015,
the MBTA admitted that it had failed its customers and offered
customers a fifteen percent discount on their monthly passes for
May.
According to the complaint, the real reason for the MBTA's
substandard service was not the weather, but "[y]ears of MBTA
mismanagement and a culture of indifference."4 Rodriguez claimed
that the MBTA lacked the proper equipment to deal with winter
storms, in part because in the previous five years, it had spent
only $2.3 billion of the $4.5 billion it had planned to spend on
capital construction. The complaint further alleged that the
MBTA "knowingly" diverted funds intended for capital
expenditures to pay inflated employee salaries.
Discussion. We review the allowance of a motion to dismiss
de novo, accepting the allegations in the complaint as true and
drawing all reasonable inferences in Rodriguez's favor. Curtis
v. Herb Chambers I-95, Inc., 458 Mass. 674, 676 (2011). To
withstand a motion to dismiss, the "[f]actual allegations must
4
In its April 8, 2015, report, a special panel convened by
the Governor to review the MBTA found that "[t]he catastrophic
winter breakdowns were symptomatic of structural problems that
require fundamental change in virtually all aspects of the
MBTA."
6
be enough to raise a right to relief above the speculative
level." Iannacchino v. Ford Motor Co., 451 Mass. 623, 636
(2008), quoting from Bell Atl. Corp. v. Twombly, 550 U.S. 544,
555 (2007). While detailed allegations are not required,
sufficient facts must be pleaded to plausibly suggest an
entitlement to relief. See ibid.
In relevant part, the complaint alleged that "[i]n exchange
for monies paid, the MBTA contracted to provide timely, reliable
commuter rail service to [Rodriguez] and the Class." According
to Rodriguez, the MBTA breached this contractual obligation in
three ways: (1) by failing to provide timely and reliable rail
service; (2) by failing to provide reliable schedule updates,
"rendering what limited service [the MBTA] did provide
unusable"; and (3) by adopting the winter recovery schedule,
which was so sparse that it extended the unreliable and untimely
service through March of 2015. In dismissing the contract
claim, the judge concluded that "the MBTA had no express
contractual obligation to provide 'normal' or 'regular' commuter
rail service during and after the record-breaking snow storms in
2015, even though the plaintiff may have expected such rail
service."
"It is axiomatic that to create an enforceable contract,
there must be agreement between the parties on the material
terms of that contract, and the parties must have a present
7
intention to be bound by that agreement." Lambert v. Fleet
Natl. Bank, 449 Mass. 119, 123 (2007), quoting from Situation
Mgmt. Sys., Inc. v. Malouf, Inc., 430 Mass. 875, 878 (2000).
Put another way, "[a]n enforceable agreement requires (1) terms
sufficiently complete and definite, and (2) a present intent of
the parties at the time of formation to be bound by those
terms." Targus Group Intl., Inc. v. Sherman, 76 Mass. App. Ct.
421, 428 (2010). Whether contract terms are complete and
definite is a question of law. See Duff v. McKay, 89 Mass. App.
Ct. 538, 544 (2016).
We agree with the judge that the complaint does not set
forth the material terms of the claimed contract. It is silent
regarding the source of the contractual obligation, the scope of
the MBTA's expected performance in these circumstances, and the
rights of its customers in the event of a breach. Moreover, the
obligation to provide "timely and reliable service" is too
indefinite to create an enforceable contract. See Epstein v.
Zwetchkenbaum, 356 Mass. 22, 24 (1969) (contract terms must be
set forth with "certainty and precision"); Lambert, supra at 125
(vagueness of agreement indicated no intent to be bound). Even
if, as Rodriguez claims in her brief, the terms of the contract
are the "normal" or "regular" MBTA published schedules, the
complaint does not allege that the MBTA intended or agreed to be
bound by the regular schedule, see McCarthy v. Tobin, 429 Mass.
8
84, 87 (1999), and we conclude it is not reasonable to draw that
inference.
Rodriguez relies principally on Sears v. Eastern R.R. Co.,
14 Allen 433 (1867), to support her claim that she entered into
a contract with the MBTA when she purchased her monthly passes.
In Sears, the Supreme Judicial Court concluded that an
advertised train schedule constituted a general offer that
became binding when accepted by the passenger, and that the
implied terms of the contract included the published schedule.
Id. at 436-437. The court held that the common carrier breached
the contract by changing the departure time of a particular
train without reasonable notice to the plaintiff. Id. at 438.
Even assuming that the principles of Sears still apply,5 the
case is distinguishable on its facts. In Sears, the court
recognized that a railroad company has the right to make changes
to a published train schedule, so long as reasonable notice is
provided to ticket holders. Id. at 437. However, in Sears, the
5
Commentators have suggested that common carriers no longer
have contractual obligations to abide by their advertised
timetables. See 1 Lord, Williston on Contracts § 4:15 (4th ed.
2007). See also 14 Am. Jur. 2d Carriers § 791 (2009) ("The
publication of a timetable by a carrier does not amount to an
absolute and unconditional agreement that its conveyances will
arrive and depart at the precise moments indicated in the
table. . . . [A] common carrier is not a guarantor of its
schedules"); 13 C.J.S. Carriers § 503 (2005) (common carriers
neither guarantee their schedules nor act as insurers of times
at which passengers will reach their destinations).
9
train was intentionally delayed one hour and forty-five minutes
to accommodate other passengers who wished to return to Boston
at a later time, and the plaintiff did not receive reasonable
notice of the change. Ibid. By contrast, here, the MBTA
changed the train schedule because of severe winter storms and
published a new schedule. Significantly, the changes were not
made for the convenience of the MBTA or other passengers.
Rather, they were made as the MBTA attempted to manage a weather
emergency. In these circumstances, we agree with the judge's
assessment that "Sears is sufficiently factually dissimilar to
the instant case that it provides no support for [Rodriguez's]
contention concerning the terms of the contract."6
Conclusion. The winter storms of 2015 wreaked havoc in and
around Boston. To be sure, commuters were frustrated by the
MBTA's inability to transport them to work and back home. Even
the MBTA acknowledged the inconvenience caused by its failure.
However, the purchase of a monthly pass on the MBTA is not a
guarantee of performance according to its published schedule in
these extraordinary circumstances. Because the complaint does
not set forth the material terms of the claimed contract with
6
Because we conclude that Rodriguez has not sufficiently
pleaded an agreement between the parties on the material terms
of the claimed contract, we need not reach the MBTA's other
arguments that the claim is also barred by the filed rate
doctrine, separation of powers principles, and principles of
tort law.
10
sufficient precision, we discern no error in the dismissal of
the breach of contract claim.
Judgment affirmed.