United States Court of Appeals 

For the First Circuit 

No. 19-1377 

ARABIAN SUPPORT & SERVICES COMPANY, LTD., 

Plaintiff, Appellant, 

v. 

TEXTRON SYSTEMS CORPORATION, 

Defendant, Appellee. 

APPEAL FROM THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF MASSACHUSETTS 

[Hon. Patti B. Saris, U.S. District Judge] 

Before 

Lynch, Selya, and Lipez, 

Circuit Judges. 

Martin 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. 

John A. Tarantino, with whom Nicole J. Benjamin and Adler 

Pollock & Sheehan P.C. were on brief, for appellee. 

November 20, 2019 
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LYNCH, Circuit Judge. The 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. 

ASASCO's 2017 amended complaint asserted violation of 

Massachusetts General Laws chapter 93A, fraudulent inducement, 

intentional misrepresentation, negligent misrepresentation, 

quasi-contract/implied contract/promissory estoppel, and quasicontract/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 

II). 

I. 

 In recounting the facts, we rely in substantial part on 

the district court's opinion and our prior decision, Arabian 
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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. 

A. Facts 

Textron 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 venture. 

In 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 law. 

On 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 
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Saudi Arabia, Boyamian represented to Al-Tassan that Textron would 

use "offsets"1 in order to pay ASASCO lawfully for its services if 

Textron obtained the SFW sales contract with Saudi Arabia. 

In 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.2 

 Throughout 2006, Boyamian and Al-Tassan further 

discussed the opportunity for ASASCO to receive compensation for 

 1 Offsets are "the practice by which the award of defense 

contracts by foreign governments or companies is conditioned upon 

commitments from the defense contractor to provide some form of 

compensation to the purchaser." Textron I, 855 F.3d at 2 n.1 

(internal quotation marks omitted). An "offset waiver" occurs 

when the purchaser-country agrees to waive the seller-company's 

offset obligation. See Textron II, 368 F. Supp. 3d at 218. If a 

waiver does not occur, the seller-company must perform its offset 

obligation. The district court noted that Saudi regulations appear 

to require pre-approval by the Saudi government of the sellercompany's plan to fulfill its offset obligation before the signing 

of a supply contract. Id. An "offset credit" is earned by the 

seller-company when it develops an offset project, which will be 

performed in the future, that the purchaser-country determines 

will satisfy the offset obligation. See id. 

2 All of the consulting agreements also included a 

provision stating that "any and all services rendered by CONSULTANT 

to the COMPANY shall be deemed to have been given pursuant to this 

Agreement and no additional payments [besides approved travel 

expenses] shall be due to or paid to CONSULTANT. . . . The parties 

agree that CONSULTANT shall not receive any compensation or 

commission based in any manner whatsoever on the volume of sales 

of the COMPANY products and/or services procured or received" under 

this Agreement.
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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 waive requirement."

In June 2006, Textron sent ASASCO a draft offset provider 

agreement.3 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 renewal of the consultant agreement. 

Textron and ASASCO never formalized a written offset agreement. 

In February 2008, Textron entered into an Offset 

Services Agreement ("OSA") with Blenheim Capital Partners 

("Blenheim"), a company based in the United Kingdom. If Blenheim 

helped Textron (1) obtain an irrevocable waiver within six months 

"after the date of the execution of the Supply Contract" or 

(2) meet its offset obligations, Textron would pay Blenheim six 

 3 Under the draft proposed agreement, which was never 

executed, ASASCO would have been "entitled to receive a fee of X 

percent (X%) of the value of an Offset Waiver" provided Textron 

was satisfied that the offset was waived irrevocably, or to "X 

percent (X%) of the value of an Offset Credit obtained through 

successful execution of an Offset Project entered into with 

ASASCO." 
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percent of the contract price.4 Under the OSA, Blenheim could 

subcontract with ASASCO, but it needed Textron's written consent 

to use any other subcontractor. Boyamian sent Al-Tassan a draft 

of this agreement in June 2007, before the agreement's 

finalization.

 On June 21, 2007, Al-Tassan, Boyamian, Textron's Offset 

Manager, and a representative from Blenheim met in Paris. AlTassan asserts that Boyamian represented at this meeting that 

ASASCO would receive six percent of the Supply Contract under the 

"offset arrangement." 

On September 4, 2008, Textron and ASASCO extended the 

third consulting agreement, but on a "no-fee basis."5 This 

arrangement lasted until August 31, 2009. 

On April 6, 2009, Blenheim and ASASCO finalized a 

subcontract in which ASASCO would assist Blenheim in securing 

either an offset waiver or offset credits. Under the agreement, 

ASASCO was only entitled to additional compensation if offset 

 4 If the final agreement was a government-to-government 

sale, rather than a contract directly between Textron and the Saudi 

government, Blenheim would receive two percent. 

5 Boyamian explained the decision to extend the agreement 

on a no-fee basis in an email to Textron employees that stated: 

"Effective September 1st, 2008, [Textron] stopped paying ASASCO 

the monthly consultancy fee because, [Textron] through Blenheim, 

an offset service provider company based in UK, has an offset 

service providing agreement with ASASCO for [Textron] business 

offset requirements in Saudi Arabia." The following day, Boyamian 

forwarded this email to Al-Tassan. 
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credits or an offset waiver were achieved pursuant to the OSA.6

In August 2009, Textron and ASASCO entered a fourth consulting 

agreement effective September 1, 2009, through August 31, 2011, 

which gave ASASCO a $500 monthly retainer. 

 In May 2011, Textron's new Director of Business Offsets, 

Stephen Fogarty, advised Textron to terminate the OSA with 

Blenheim, describing the six percent fee as "excessive." By this 

time, Al-Tassan had left Saudi Arabia because a Saudi civil 

judgment had entered against him and a subsequent civil warrant 

had issued in June 2010 for his arrest in Saudi Arabia. 

While the OSA was still in effect in July 2011, Textron 

submitted a proposed offset project, developed by ASASCO, to the 

Saudi Economic Offset Committee. A Saudi official responded the 

next day rejecting the proposal, stating that it did not align 

with the Committee's priorities and did not provide sufficient 

detail.

It is undisputed that, after this rejection, ASASCO 

never completed another formal offset project proposal for 

Textron. In the fall of 2011, Textron and Al-Tassan continued to 

 6 The agreement between Blenheim and ASASCO stated that if 

Textron paid a fee into "the Escrow Account" pursuant to the OSA, 

then ASASCO would be entitled to 75% of that fee. (Only the 

agreement between ASASCO and Blenheim referred to an escrow account 

-- the OSA did not specify that Textron had to pay the fees into 

an escrow account.) The agreement would be terminated when the 

OSA "terminated for any reason." 
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discuss possible offset projects over email, but no formal proposal 

ever materialized. 

Textron and ASASCO also entered into a fifth consulting 

agreement, effective September 1, 2011, which contained an 

integration clause. 

In November 2011, Textron sent Blenheim a letter stating 

that the parties had agreed to mutually terminate the OSA. 

Blenheim signed the letter on January 12, 2012.7

On January 3, 2012, Boyamian emailed Al-Tassan to inform 

him that the U.S. government and Saudi Arabia had executed a 

"Letter of Offer and Acceptance," which finalized the terms of the 

sale of the SFWs, and to offer a "[congratulations] to all of us." 

No formal contract entered at this time. Through 2012, Textron 

continued working with ASASCO to set up meetings with Saudi 

officials. On August 16, 2012, Textron and ASASCO extended the 

fifth consulting agreement, including its integration clause, 

through August 31, 2013. 

 On August 20, 2013, the U.S. Department of Defense 

announced that Textron had been awarded the contract to provide 

SFWs to Saudi Arabia for a total price of $640,786,442. The 

 7 Textron asserts that in February or March 2012, a Textron 

employee informed Al-Tassan that the OSA had been terminated. 

ASASCO, however, asserts that Al-Tassan was not informed by Textron 

until September 2013. Despite this assertion, on May 30, 2012, 

Al-Tassan emailed his assistant and noted that "Blenheim is out of 

the picture." 
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announced contract terms included $89,222,000 for Textron in 

offset costs. On August 29, 2013, Textron emailed ASASCO that it 

would not renew the fifth consulting agreement and stated that 

Textron was "not aware of any outstanding obligations between the 

parties." 

Textron signed a Letter of Agreement ("LOA") with the 

Saudi Arabian Economic Offset Program on June 9, 2014, agreeing 

that Textron's offset obligation would be 40% of the SFW contract. 

The LOA further stated that Textron's commitment of 40% would be 

included in the "Offset Memorandum of Agreement which will be 

signed by Textron" and the Economic Offset Program. 

By the time of this appeal, Textron and Saudi Arabia had 

not entered into an Offset Memorandum of Agreement, and Textron 

had kept the $89.2 million it received for offset costs. Saudi 

Arabia had not waived the offset requirements. And ASASCO had 

never delivered an offset project that was approved by Saudi 

Arabia. 

B. Procedural History 

ASASCO filed suit against Textron on July 15, 2015, 

alleging breach of contract, tortious interference, and violation 

of Massachusetts General Laws chapter 93A. The district court 

granted summary judgment to Textron on all counts and the First 

Circuit affirmed as to the breach of contract and tortious 
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interference counts but vacated the summary judgment as to ASASCO's 

chapter 93A claim. Textron I, 855 F.3d at 3. 

 On June 21, 2017, ASASCO filed an amended complaint 

making the claims described earlier. On March 19, 2019, the 

district court granted Textron's motion for summary judgment on 

all counts. 

II. 

 We review the district court's entry of summary judgment 

de novo. Town of Westport v. Monsanto Co., 877 F.3d 58, 64 (1st 

Cir. 2017). Summary judgment is appropriate when there is no 

genuine dispute as to any material fact and the movant is entitled 

to judgment as a matter of law. Fed. R. Civ. P. 56(a). As a 

federal court sitting in diversity, we apply Massachusetts 

substantive law. Mulder v. Kohl's Dep't Stores, Inc., 865 F.3d 

17, 20 (1st Cir. 2017). We conclude that the district court 

correctly entered summary judgment for Textron, and we affirm based 

largely on its analysis. We add the following additional comments 

as to several aspects of the appeal. 

A. Mass. Gen. Laws Ch. 93A Claim 

ASASCO argues that the district court erred in granting 

summary judgment to Textron on its chapter 93A claim for two 

different reasons. First, ASASCO argues that the district court 

"misapplied the legal standard" as articulated by the 

Massachusetts Supreme Judicial Court (SJC) in Kuwaiti Danish 
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Computer Co. v. Digital Equipment Corp., 781 N.E.2d 787 (Mass. 

2003). It says that a case relied on by the district court, Roche 

v. Royal Bank of Canada, 109 F.3d 820 (1st Cir. 1997), is 

inconsistent with the SJC's later Kuwaiti Danish decision. ASASCO 

secondly argues the district court mistakenly concluded that the 

"core of the misleading conduct" did not occur "primarily and 

substantially within the commonwealth." Mass. Gen. Laws ch. 93A, 

§ 11. In the circumstances of this appeal, this inquiry is a 

question of law. Kuwaiti Danish, 781 N.E.2d at 797. 

In Kuwaiti Danish, the SJC stated that "a judge should, 

after making findings of fact, and after considering those findings 

in the context of the entire § 11 claim, determine whether the 

center of gravity of the circumstances that give rise to the claim 

is primarily and substantially within the Commonwealth." Id. at 

799. ASASCO focuses on the SJC's language that this analysis 

"should not be based on a test identified by any particular factor" 

because use of a factor-based test tends "to shift the focus of 

inquiry away from the purpose and scope of c. 93A." Id. 

 ASASCO argues that the district court erred when it cited 

to the factors outlined in this court's earlier decision in Roche. 

The Roche factors look to where the defendant committed the alleged 

deception, where the plaintiff was deceived and acted upon the 

deception, and where the plaintiff was harmed. Roche, 109 F.3d at 

829-31. The district court did not apply Roche in a manner 
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inconsistent with Kuwaiti Danish. Rather, it carefully considered 

the nature of each alleged instance of misconduct, as well as the 

number of alleged instances, in the context of the entire claim 

and in doing so, performed the "fact intensive" analysis required 

by the SJC. Kuwaiti Danish, 781 N.E.2d at 798. Contrary to 

ASASCO's argument, the district court did not "narrowly and rigidly 

construe[] the facts." 

Secondly, there was no error when the district court 

concluded that Massachusetts was not the "center of gravity." 

ASASCO points to evidence that Textron itself is in Massachusetts 

and that the email communications to Al-Tassan and ASASCO 

originated in Massachusetts. The cases ASASCO relies on are easily 

distinguished.8 Unlike those cases, this case involves alleged 

 8 ASASCO relies on three cases where courts have rejected 

defendants' arguments that the allegedly deceptive conduct in the 

case did not occur "primarily and substantially within the 

commonwealth." These cases are factually dissimilar from the 

present case. See Controlled Kinematics, Inc. v. Novanta Corp., 

No. 17-cv-11029, 2017 WL 5892200, at *1-3, *5 (D. Mass. Nov. 29, 

2017) (denying defendant's motion to dismiss where the allegedly 

deceptive practices and communications originated in Massachusetts 

and plaintiff was harmed in California but where plaintiff did not 

allege that misleading conduct occurred anywhere besides these two 

locations); Auto Shine Car Wash Sys., Inc. v. Nice 'N Clean Car 

Wash, Inc., 792 N.E.2d 682, 686 (Mass. App. Ct. 2003) (concluding 

that trial judge correctly found that Massachusetts was the center 

of gravity because both the deception and harm occurred in 

Massachusetts); Trematerra v. Major League Lacrosse, LLC, No. 

SUCV201701140BLS2, 2017 WL 6601553, at *1-2, *4 (Mass. Super. Ct. 

Oct. 13, 2017) (denying defendant's motion to dismiss where 

defendant's headquarters and the source of the alleged 

misrepresentations were in Massachusetts but where defendant did 
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deceptions that occurred almost entirely outside of Massachusetts. 

ASASCO asserts that it was misled at meetings with Textron 

officials in Egypt, France, and Saudi Arabia. We see no error in 

the district court's analysis. The chapter 93A, section 11 claims 

were properly disposed of on summary judgment. 

B. ASASCO's Other Claims 

As to ASASCO's claims of error in entry of judgment 

against its fraudulent inducement, intentional misrepresentation, 

negligent misrepresentation, and quasi-contract/implied 

contract/promissory estoppel claims, we affirm the entry of 

summary judgment based on the district court's reasoning. A few 

bedrock principles of Massachusetts contract law require this 

result. First, the district court correctly stated that "ASASCO 

cannot now assert that it reasonably relied on promises of 

compensation in the form of a commission for assisting in selling 

the cluster bombs," Textron II, 368 F. Supp. 3d at 227-28, when 

the terms of all five written consulting agreements flatly 

prohibited any payment to ASASCO based on commission from the 

weapons sale. See Masingill v. EMC Corp., 870 N.E.2d 81, 89 (Mass. 

2007) ("It is unreasonable as a matter of law to rely on prior 

oral representations that are (as a matter of fact) specifically 

contradicted by the terms of a written contract."). 

 

not make any in-person misrepresentations to plaintiff in any other 

location). 
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As to ASASCO's alternate claims that, apart from 

commission, it was entitled to compensation as to offset 

provisions, the district court correctly concluded that "there is 

no evidence in the record that Al-Tassan was promised compensation 

of six percent of the total SFW sale . . . even if ASASCO did not 

acquire a waiver or offset credits." Textron II, 368 F. Supp. 3d 

at 228 (emphasis added). The court properly found Textron never 

represented to ASASCO that ASASCO would receive offset-related 

compensation even if ASASCO did not secure from the Saudi 

government an offset waiver or offset credits. Going beyond that, 

it is undisputed that ASASCO never obtained a waiver or secured 

Saudi government approval for an offset project, nor did it even 

complete a formal offset project proposal after the 2011 rejection. 

ASASCO reframes its argument in terms that a jury could 

conclude that Textron denied ASASCO the "opportunity" to provide 

offset services or secure a waiver, quoting our earlier opinion in 

Textron I. Textron I, 855 F.3d at 8 n.9. ASASCO argues that 

because it put forth "several offset proposals that [Textron] could 

have used once the Supply Contract was signed," the parties 

"understood and intended that ASASCO would not be able to perform 

any of those proposals and be paid for them until the Supply 

Contract was signed," and Textron then declined to extend the 

consulting agreement once it signed the Supply Contract, Textron 

deprived ASASCO of this "opportunity."
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ASASCO was not denied the "opportunity" to secure offset 

services. ASASCO's own evidence is that Textron gave it the 

opportunity to discuss proposed offset projects with Textron. But 

the Saudi government has never approved any of these offset 

proposals. Further, ASASCO does not dispute that it failed to 

come up with any formal offset proposals after its 2011 proposal 

was rejected by the Saudi government. 

 The unjust enrichment/quantum meruit claim goes nowhere. 

Under Massachusetts law, courts generally "will not grant quantum 

meruit recovery arising from a contingent fee contract where the 

contingency has not occurred." Liss v. Studeny, 879 N.E.2d 676, 

683 (Mass. 2008). Here, the two contingencies were (1) the signing 

of the Supply Contract and (2) ASASCO's achievement of a waiver or 

offset credits. The second, necessary contingent event never 

happened. 

Affirmed. Costs are awarded to Textron.