United States Court of Appeals 

For the First Circuit 

No. 16-1309 

ARABIAN SUPPORT & SERVICES CO., LTD., 

Plaintiff, Appellant, 

v. 

TEXTRON SYSTEMS CORP., 

Defendant, Appellee. 

APPEAL FROM THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF MASSACHUSETTS 

[Hon. Richard G. Stearns, U.S. District Judge] 

Before 

Lynch, Lipez, and Thompson, 

Circuit Judges. 

Haig V. Kalbian, with whom D. Michelle Douglas, Kalbian 

Hagerty LLP, Martin F. Gaynor III, Nicholas D. Stellakis, and 

Manion Gaynor & Manning LLP were on brief, for appellant. 

Edwin John U, with whom John A. Tarantino, Brian R. Birke, 

Adler Pollock & Sheehan P.C., Eugene F. Assaf, Erin C. Johnston, 

Ronald K. Anguas, Jr., and Kirkland & Ellis LLP were on brief, for 

appellee. 

April 19, 2017 
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LIPEZ, Circuit Judge. In this diversity action, Arabian 

Support & Services Co. ("ASASCO"), a Saudi Arabian business, seeks 

compensation for assisting Textron Systems Corporation in its 

efforts, over a number of years, to complete a deal to sell sensor 

fuzed weapons ("SFWs") to the Saudi government. ASASCO claims 

that Textron failed to abide by a promise to supplement the modest 

fees paid under the parties' written consulting agreements through 

an "offset" arrangement linked to the weapons sale.1 The district 

court granted summary judgment for Textron on all of ASASCO's 

claims after allowing limited discovery and declining to provide 

ASASCO an opportunity to amend its complaint. 

Although we agree that ASASCO's contract and tort claims 

are not viable, we conclude that the district court erroneously 

dismissed ASASCO's Chapter 93A misrepresentation claim based 

 1 The U.S. Department of Commerce describes "offsets" as "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." U.S. Dep't of Commerce, Bureau of Indus. & Sec., 

Guidance for Complying with the Bureau of Industry and Security's 

Procedures for Reporting on Offsets Agreements Associated with the 

Sales of Weapon Systems or Defense-Related Items to Foreign 

Countries or Foreign Firms, 

https://www.bis.doc.gov/index.php/other-areas/strategicindustries-and-economic-security-sies/contact-the-office-ofstrategic-industries-a-economic-security/guidance-for-reportingon-offset-agreements (last visited March 16, 2017). That 

compensation can be directly related to the purchase, perhaps 

through subcontracting within the purchasing country, or may take 

the form of other types of investments made in the purchasing 

country. Id. 
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solely on the failure of the contract claim. See Mass. Gen. Laws 

Ann. ch. 93A, § 11. Textron offers no persuasive alternative 

rationale to support the court's ruling. Hence, ASASCO is entitled 

to proceed with its claim that Textron engaged in an unfair 

business practice by procuring ASASCO's agreement to low-fee 

consulting contracts with the promise of a future offset benefit 

and then, after successfully signing the weapons deal, disclaiming 

any additional financial obligation to the Saudi company. 

Accordingly, we vacate the summary judgment in part and remand for 

further proceedings on ASASCO's misrepresentation theory.

I.

 We will not review in full the parties' lengthy 

relationship, which developed largely through interactions between 

Mansour Al-Tassan, ASASCO's president, and Avedis Boyamian, 

Textron's Director of Middle East Business Development. As the 

history is well known to both parties, we choose here to recount 

only those facts pertinent to our decision. 

A. The Consulting Agreements

 For three-plus years -- from March 2005 through August 

2008 -- Textron and ASASCO signed successive consulting contracts 

providing ASASCO with a monthly retainer of $10,000. Beginning 

September 1, 2008, the consulting contract was extended in 

increments of one to three months on a no-fee basis. That 

arrangement continued for a year, until a new two-year agreement 
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was signed that set ASASCO's monthly retainer at $500. The $500 

fee remained in place through subsequent contract extensions until 

August 31, 2013, at which point Textron terminated the consulting 

arrangement. In the email sent on August 29 notifying ASASCO that 

Textron had elected to end the relationship, the company 

spokesperson stated that Textron was "not aware of any outstanding 

obligations between the parties."

 Each of the consulting contracts between 2005 and 2011 

contained a provision stating that the parties agreed 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 [other than for approved travel expenses]

shall be due to or paid to CONSULTANT." However, the 2011 

agreement for the first time contained an expanded version of this 

no-other-payments statement, providing that the specified 

compensation was "the exclusive remuneration to be paid by the 

COMPANY" for "the services provide[d] by CONSULTANT." The 2011 

agreement also featured an integration provision: 

 This Agreement constitutes the entire 

agreement of the parties hereto with respect 

to the subject matter hereof and supersedes 

all prior agreements or understandings, 

written or oral. Each party hereby waives the 

right to assert any claim against the other, 

its employees, customers or assigns, based on 

any oral representations, statement, promise 

or agreement whether made before or after the 

date of this Agreement.
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B. The Offset Dialogue

 Through the years of their consulting relationship, 

beginning no later than May 2006,2 Textron and ASASCO regularly 

discussed the opportunity for additional compensation to ASASCO 

through its involvement in offset projects that were an anticipated 

requirement of the Saudi weapons deal. The record also contains 

internal Textron emails indicating that ASASCO's anticipated 

offset activity -- and compensation -- would be independent of the 

consulting agreement. This correspondence includes a draft 

"Offset Services Agreement" prepared by Textron in June 2006, an 

email from Boyamian to Al-Tassan that month stating that Textron 

was "in the process of getting the Offset Provider Agreement 

approved," and, on the same day, an internal Textron email asking 

that "two books" be started for the company's business with ASASCO 

("one for a new offset agreement with Asasco, and one for a renewal 

of the consultant agreement").3 

 Textron and ASASCO never entered into a written offset 

agreement. Instead, in February 2008, Textron and Blenheim Capital 

 2 Although Al-Tassan's declaration describes earlier 

discussions between him and Boyamian on potential offset business, 

we use this date because it is supported in the record by emails 

between the two men. 

 

3 In response to a question concerning the connection between 

ASASCO's reduced consulting fee and its offset role, Boyamian 

testified during his deposition that the "consultancy services and 

offset providing services" were "two separate things." 
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Partners Limited signed an Offset Services Agreement ("OSA") that 

permitted but did not require Blenheim to subcontract with ASASCO 

-- although no other subcontractor could be used without Textron's 

"prior written consent." Six months later, in an internal email 

dated September 8, Boyamian told colleagues at Textron that, 

"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 email also reported 

that a two-year renewal of ASASCO's consulting agreement was in 

the works, "with a nominal monthly fee of $500/month." Boyamian 

forwarded this email to Al-Tassan. 

 The Textron-Blenheim-ASASCO association was further 

formalized in April 2009, when Blenheim and ASASCO entered into a 

subcontracting agreement under which ASASCO was entitled to 75 

percent of the fees paid by Textron to Blenheim under the OSA. 

The Blenheim-ASASCO contract anticipated that these fees would be 

deposited into an escrow account, which was to be created "as soon 

as practicable," and, indeed, ASASCO's right to payment under that 

contract was contingent on "the full amount of the applicable fee 

under the Offset Services Agreement being paid to the Escrow 

Account." Although Textron's agreement with Blenheim did not by 

its terms provide for an escrow account, Boyamian appeared to 
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believe that such an account would exist. In a November 2008 email 

to Al-Tassan, Boyamian stated his understanding "that Textron will 

be paying 8% of the contract value to the escrow account for 

offset." So far as it appears from the record, no escrow account 

was ever created. 

 From the time of Blenheim's appearance on the scene (in 

2008) through early 2011, all three businesses -- Textron, ASASCO, 

and Blenheim -- were involved in discussions about offset projects. 

Among the later emails exchanged was one sent to Al-Tassan on March 

2, 2011 from Steven Cahall of Blenheim, which 

reviewed the possible fee arrangements among Textron, Blenheim, 

and ASASCO depending upon whether Textron was required to make 

offset investments.4 The three-way dialogue formally ended in 

November of that year, however, when Textron sent Blenheim a letter 

stating that the companies were mutually ending the OSA.5 By its 

 4 The companies had been discussing the possibility that the 

offset obligation would be waived for the Textron weapons deal. 

Cahall's email stated: "If there is an offset obligation then 

ASASCO MUST INVEST ITS FEES ENTIRELY INTO THE OFFSET PROJECTS. If 

there is a waiver of the offset obligation then ASASCO does not 

have to invest the fees." 

5 The termination letter sent from Textron to Blenheim, dated 

November 28, 2011, was "[a]greed to and accepted" by Blenheim by 

means of a signature dated January 12, 2012. The letter attributed 

the termination to "recent changes to the offset guidelines in 

Saudi Arabia." The letter also stated that "[t]he Offset Services 

Framework Agreement between [Textron] and [Blenheim], dated 

January 18, 2011 will remain in force for the duration of its term 

and will cover all future offset activity for Saudi Arabia." The 

parties do not explain this latter agreement in their briefs. 
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terms, the Blenheim-ASASCO agreement also terminated when the OSA 

terminated. ASASCO claims that it was not told, and did not know, 

that Textron and Blenheim had ended the OSA until September 2013.

C. The Weapons Deal

 On January 3, 2012, roughly a month after Textron sent 

Blenheim the termination letter, Boyamian sent Al-Tassan an email 

reporting that Saudi officials had, on December 24, signed a 

"Letter of Offer and Acceptance" ("LOA") -- essentially a statement 

of intent to make a deal -- "as a Christmas gift to us." Boyamian 

concluded his message with "CONGRATULATIONS to all of us." Through 

2012, allegedly without knowledge that its subcontract with 

Blenheim had ended (upon termination of the OSA), ASASCO continued 

to work with Textron to set up meetings with Saudi government 

officials. The correspondence between the two companies included 

reference to the offset requirement. In an email to Boyamian in 

November 2012, Al-Tassan noted an effort to set up a meeting for 

Textron's chairman with the Saudi Minister of Economy and Planning, 

who "is also the Head of the Saudi Economic Offset which Textron 

might want to explore with the minister."

 Textron and Saudi Arabia finalized an agreement for the 

weapons deal in late August 2013. About a week later, ASASCO 

received the notification that Textron was terminating their 

consulting relationship. In a deposition conducted on December 

16, 2015, a Textron representative testified that, as of that date, 
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the company had not yet reached an offset agreement with the Saudi 

Arabian government, but he reported that Saudi officials had 

confirmed that such an agreement was required.6

II.

 In its lawsuit, ASASCO claims that, over an extended period 

of time, it provided essential support at minimal cost for 

Textron's pursuit of a weapons deal in Saudi Arabia based on 

assurances from Textron that ASASCO would have a large financial 

stake in any offset activity related to that deal. When the 

weapons deal was finally made, ASASCO asserts, Textron backed away 

from its promises. ASASCO's complaint presented this claim through 

three theories of liability: (1) breach of contract, specifically 

the OSA, based on a third-party beneficiary theory; (2) tortious 

interference with ASASCO's business and contractual relationship 

with Blenheim; and (3) violations of Chapter 93A, the Massachusetts 

Deceptive Trade Practices Act, Mass. Gen. Laws Ann. ch. 93A, § 11. 

 6 Stephen Fogarty, whose job duties at Textron included review 

of offset agreements, testified as follows: 

[T]here is no question we will have an offset 

obligation and there will be an offset 

program. 

 The only thing that is in question at 

this moment, is when will this offset 

agreement be signed, when will this program 

begin, and what will be the period of 

performance for this offset program. 
- 10 - 

 When Textron moved to dismiss the complaint, ASASCO 

sought leave to amend it to address any deficiencies and, possibly, 

to add new claims, including fraudulent inducement, breach of the 

covenant of good faith and fair dealing, and tortious interference 

with prospective business advantage. No discovery had yet taken 

place. Shortly thereafter, the district court entered an 

electronic order notifying the parties that (1) it was reserving 

ruling on the motion to dismiss, (2) it intended to convert that 

motion into one for summary judgment, and (3) it would permit 

limited discovery on two issues.7 Textron later moved for summary 

judgment and renewed its motion for dismissal, and ASASCO again 

asked for the opportunity to amend its complaint before the 

district court's final disposition of the case. ASASCO also sought 

additional discovery pursuant to Federal Rule of Civil Procedure 

56(d), asserting that Textron's motions encompassed issues beyond 

the scope of the limited discovery the court previously had 

allowed. 

 7 The court described the two issues as follows: 

(1) the authenticity of, and plaintiff Arabian 

Support & Services Company (ASASCO)'s 

knowledge of, the Termination Letter [from 

Textron to Blenheim], . . . ; and (2) the 

authenticity of the [2011-13] Consulting 

Agreement [between Textron and ASASCO], as 

well as the preclusive effect, if any, of its 

terms, particularly with respect to the 

operation of the integration clause. 
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 In its Memorandum and Order granting summary judgment 

for Textron, the district court rejected ASASCO's third-partybeneficiary contract theory based on the OSA between Textron and 

Blenheim because "Textron did all that it was contractually 

obligated to do." Arabian Support & Servs. Co. v. Textron Sys. 

Corp., No. 1:15-cv-12951-RGS, 2016 WL 1048868, at *4 n.9 (D. Mass. 

Mar. 11, 2016). The court also stated that, given the absence of 

a contractual breach, "there is no viable allegation of tortious 

interference or violations of Chapter 93A." Id. The court did 

not address ASASCO's requests for leave to amend or additional 

discovery. 

We review the district court's grant of summary judgment 

de novo, taking the facts and all reasonable inferences therefrom 

in the light most favorable to ASASCO as the non-moving party. 

Rando v. Leonard, 826 F.3d 553, 556 (1st Cir. 2016). "Summary 

judgment is warranted where 'there is no genuine dispute as to any 

material fact and the movant is entitled to judgment as a matter 

of law.'" Id. (quoting Fed. R. Civ. P. 56(a)). 

We detect no error in the district court's conclusions 

on two of ASASCO's three theories of liability. With respect to 

the contract claim, even if ASASCO was an intended third-party 

beneficiary of certain provisions of the OSA, Textron did not 

violate any of the terms of that agreement. As permitted by the 

contract, Textron and Blenheim ended the OSA by mutual agreement. 
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In addition, the OSA did not require Textron to pay the fees that 

were intended to reach ASASCO through Blenheim into an escrow 

account.8 Only the subcontract between Blenheim and ASASCO 

required the escrow arrangement. Thus, even if Textron made a 

payment directly to Blenheim -- as ASASCO alleges and Textron 

disputes -- Textron would not have violated any contractual 

provision. Hence, ASASCO is without a breach on which to hang its 

third-party-beneficiary contract claim. 

Nor do we see a basis for relief from Textron for 

tortious interference with ASASCO's business or contractual 

relationship with Blenheim. ASASCO voluntarily entered into an 

agreement that expressly made its continued relationship with 

Blenheim contingent on Textron's voluntary relationship with 

Blenheim. In the definitions section of the ASASCO-Blenheim 

contract, "Termination Date" is defined as "the earlier of [] the 

date on which the Offset Services Agreement is terminated for any 

reason," or the date on which termination occurs for other 

specified reasons. Moreover, the OSA did not even require Blenheim 

to hire ASASCO as its offset subcontractor, although Textron 

secured that relationship by stipulating that no other 

subcontractor could be hired without Textron's permission. To say 

 8 The OSA stated that the fees specified therein "will be paid 

to the account of BLENHEIM notified to [Textron]. Fees may not be 

paid to BLENHEIM by way of cash or bearer instrument." 
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that Textron then improperly interfered in ASASCO's association 

with Blenheim when it ended the OSA disregards the limited 

commitments made by the three businesses in the two Blenheim 

agreements. 

Put another way, the harm ASASCO seeks to vindicate is 

not the elimination of the ASASCO-Blenheim collaboration per se, 

but the elimination of its own participation in potential offset 

activity -- as allegedly promised by Textron. The Blenheim-ASASCO 

agreement was, for a time, the means by which ASASCO was to obtain 

such involvement. With Textron's termination of the OSA, ASASCO 

automatically lost its contractual right to offset business via 

its own agreement with Blenheim -- but ASASCO has not presented a

supportable rationale for finding that Textron owed it a duty to 

protect the ASASCO-Blenheim agreement by maintaining the OSA. 

On the other hand, if Textron did promise ASASCO offsetrelated remuneration, but then terminated the OSA without 

providing ASASCO an alternative means to obtain it, we see room 

for a viable Chapter 93A claim premised on Textron's 

misrepresentations. As we have described, the gist of ASASCO's 

complaint is that it was induced into providing ongoing consulting 

services to Textron for both no fee and -- in Boyamian's words -- 

"a nominal monthly fee" by Textron's assurance of future offset 

activity and compensation. See Compl. at ¶ 34 (alleging that, 

after Blenheim "ceased its communications with ASASCO" in 2011, 
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Textron "assur[ed] ASASCO that its role in the offset arrangement 

was secure"); ¶ 37 (alleging that, by December 2011 or shortly 

thereafter, Textron knew that "it did not intend to follow through 

on its commitment to compensate ASASCO through the [Textron]-

Blenheim-ASASCO offset arrangement," yet failed to inform ASASCO 

and "persisted in its offset-related discussions with ASASCO"); 

¶ 44 (alleging that Boyamian promised Al-Tassan that Textron "would 

'find another way'" to provide "ASASCO's anticipated offsetrelated compensation"). 

Textron points to the integration provision in the 2011 

consulting contract as a barrier to any such claim based on verbal 

representations. However, the clear division that was established 

early on between ASASCO's consultant role and its future offset 

role could mean that the integration provision was understood -- 

or represented by Textron -- to apply to the former but not the 

latter. Moreover, such a provision does not always bar a 

misrepresentation claim. See Kenda Corp. v. Pot O'Gold Money 

Leagues, Inc., 329 F.3d 216, 226 (1st Cir. 2003) ("[I]t is well 

settled in Massachusetts that '[a]n integration clause in a 

contract does not insulate automatically a party from liability 

where he induced another person to enter into a contract by 

misrepresentation.'" (quoting Starr v. Fordham, 648 N.E.2d 1261, 

1268 (Mass. 1995)) (second alteration in original)); Bates v. 

Southgate, 31 N.E.2d 551, 558 (Mass. 1941) ("[I]t is entirely 
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possible for a party knowingly to agree that no representations 

have been made to him, while at the same time believing and relying 

upon representations which in fact have been made and in fact are 

false but for which he would not have made the agreement."). 

Particularly where there has been a longstanding "history of 

performance" between the parties, "reliance on the complained-of 

duping conduct" could be found reasonable. HSBC Realty Corp. (USA) 

v. O'Neill, 745 F.3d 564, 573 (1st Cir. 2014). 

Hence, the integration clause does not necessarily exclude 

the Chapter 93Aa claim, and the record contains facts that, 

depending on the surrounding circumstances, could support an 

inference of deception. The two actions by which Textron 

eliminated its connection with ASASCO (first, indirectly, by 

terminating the OSA and, second, by declining to renew the 

consulting agreement) coincide with significant developments in 

Textron's efforts to win the Saudi weapons contract. The end of 

the OSA overlapped with the signing of the LOA for the weapons 

deal, and ASASCO's consulting agreement ended right after the 

weapons deal came to fruition. If Textron knew at the time it 

signed the 2011 consulting agreement that it would soon end the 

OSA, but did not tell ASASCO because it wanted to keep the Saudi 

company on board at a low fee to help finalize the weapons deal, 

Textron's silence could be found consequential. See, e.g., Incase 

Inc. v. Timex Corp., 488 F.3d 46, 57 (1st Cir. 2007) (noting that 
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"[s]ome cases have held that an act or practice is deceptive 'if 

it could reasonably be found to have caused a person to act 

differently from the way he or she otherwise would have acted'" 

(quoting Aspinall v. Philip Morris Cos., 813 N.E.2d 476, 486 (Mass. 

2004))); Lambert v. Fleet Nat'l Bank, 865 N.E.2d 1091, 1098 (Mass. 

2007) (observing that "'stringing along' that induces detrimental 

reliance can, in some cases, constitute a [Chapter] 93A 

violation"); McEvoy Travel Bureau, Inc. v. Norton Co., 563 N.E.2d 

188, 192 (Mass. 1990) ("Massachusetts law clearly states that 

statements of present intention as to future conduct may be the 

basis for a fraud action if . . . the statements misrepresent the 

actual intention of the speaker and were relied upon by the 

recipient to his damage.").9

Such a deliberate failure to disclose the impending 

termination of the OSA would be even more significant if Textron 

also was planning by that time to end any relationship with ASASCO 

as soon as the weapons deal was finalized. Why Textron 

substantially reduced the consulting fee -- and why ASASCO 

 9 Textron asserts in its brief on appeal that "ASASCO cannot 

now claim a right to be paid for separate 'offset services' when 

it is undisputed that ASASCO never provided any such services." 

However, ASASCO's contention is that it was denied a promised 

opportunity to perform offset services. As noted above, Textron's 

representative reported that "there is no question we will have an 

offset obligation and there will be an offset program." See supra 

note 6. 
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acquiesced to the reduction -- also seem relevant, and potentially 

revealing, for ASASCO's claim that it was promised offset-related 

compensation outside of the consulting agreements.10 Likewise, the 

Offset Services Framework Agreement between Textron and Blenheim, 

which the district court described as "intended to replace the 

OSA," may have significance, but the court (like the parties on 

appeal) did not discuss the contents of that contract. Arabian 

Support & Servs. Co., 2016 WL 1048868, at *2. 

 In sum, we disagree with the district court that 

ASASCO's Chapter 93A claim -- or, indeed, other potential claims 

resting on alleged misrepresentations by Textron -- necessarily 

fail because Textron did not breach the OSA. To the contrary, as 

described above, ASASCO has identified evidence that raises 

sufficient doubts concerning Textron's actions and motivations 

that a violation of Chapter 93A is viable. We therefore must 

vacate the summary judgment on that claim and remand the case for 

further proceedings on the misrepresentation theory. 

 10 Boyamian testified in deposition that Textron in 2008 

sought to eliminate all consultant fees to reduce the company's 

expenses. In addition, when asked if ASASCO was "doing a great 

deal of work for Textron" while it was receiving the $500 monthly 

stipend, he responded, "I don't think so." By contrast, Al-Tassan, 

while acknowledging that he signed agreements with the reduced 

fees, stated that "there were some representations on the other 

side, so that's why."
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Relatedly, the district court denied ASASCO further 

discovery and the opportunity to amend its complaint in apparent 

reliance on its view that such efforts would be futile because 

ASASCO did not have a viable misrepresentation-based claim. In 

light of this decision, ASASCO should be given the opportunity to 

amend its complaint to supplement its Chapter 93A claim with any 

common-law misrepresentation claims supported by the record. See, 

e.g., Grant v. News Group Bos., Inc., 55 F.3d 1, 5 (1st Cir. 1995) 

(stating that, "unless there appears to be an adequate reason for 

the denial [of leave to amend] (e.g., undue delay, bad faith, 

dilatory motive on the part of the movant, futility of the 

amendment), we will not affirm the denial"). We leave to the 

district court the decision whether further discovery is 

appropriate.11 We also leave to its discretion whether to allow a 

renewed motion for summary judgment in light of any new theories 

presented and the possibility of an expanded record on remand.12

 11 As Textron points out, the district court did allow some 

discovery by ASASCO beyond the express limits of the original 

discovery order. The topics permitted included communications 

between Textron and ASASCO "regarding changes in any monthly fees 

paid to ASASCO," and "representations or statements made to 

Plaintiff to encourage Plaintiff to enter into" the consulting 

agreements with Textron. Hence, ASASCO already has had some 

opportunity to obtain evidence related to the alleged 

misrepresentations. 

 

12 If the district court allows another round of summary 

judgment motions on remand, it should also reconsider its order 

striking parts of the Al-Tassan declaration and specify the 

portions, if any, it strikes. 
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Vacated and remanded. No costs.