John & Jane, LLC v. Isabel

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UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
___________________________________
)
JOHN & JANE, LLC, 	)
)
Plaintiff, 	)
)
v. 	) 	Civil Action
) 	No. 24-cv-11508-PBS
RUSSELL ISABEL, 	)
)
Defendant. 	)
)
MEMORANDUM AND ORDER
February 9, 2026
Saris, J.
INTRODUCTION
In August 2022, Defendant Russell Isabel served as the master
aboard 	the 	F/V 	JANE 	ELIZABETH 	(“the 	Vessel”), 	a 	vessel 	owned 	by
Plaintiff 	John 	& 	Jane, 	LLC 	(“J&J”), 	on 	a 	scallop-fishing 	voyage.
During the voyage, Isabel harvested scallops in an area forbidden
under 	federal 	law. 	The 	National 	Oceanic 	and 	Atmospheric
Administration (“NOAA”) subsequently imposed a monetary assessment
on 	Isabel 	and 	J&J 	for 	this 	unlawful 	conduct. 	J&J 	sought
indemnification from Isabel for the portion of the NOAA assessment
that it paid and for defense costs it incurred in connection with
the NOAA enforcement action. When Isabel refused to indemnify J&J,
J&J filed this action for breach of contract.
The 	parties 	now 	cross-move 	for 	summary 	judgment. 	After
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hearing, the Court ALLOWS J&J’s motion for summary judgment (Dkt.
30) and DENIES Isabel’s motion for summary judgment (Dkt. 29).
BACKGROUND
When 	evaluating 	a 	summary 	judgment 	motion, 	courts 	“construe
the 	relevant 	facts 	in 	the 	light 	most 	favorable 	to 	the 	non-moving
party.” Deaton v. Town of Barrington, 100 F.4th 348, 353 (1st Cir.
2024). The underlying facts in this case are undisputed.
In August 2022, Isabel served as the master aboard the Vessel,
which 	is 	owned 	by 	J&J, 	on 	an 	approximately 	two-week 	voyage 	from
New 	Bedford, 	Massachusetts, 	to 	fish 	for 	Atlantic 	sea 	scallops.
Before 	embarking 	on 	the 	voyage, 	Isabel 	filled 	out 	an 	“Agreement
Between 	Owner 	and 	Master” 	(“the 	Agreement”), 	a 	form 	contract
governing the master’s “rights and duties while working as a member
of 	the 	[Vessel].” 	Dkt. 	1-1 	at 	1. 	Isabel, 	but 	not 	J&J, 	signed 	on
the Agreement’s signature page:
Id. at 4. Attached to the Agreement as “Appendix A,” however, was
a 	medical 	questionnaire 	for 	the 	master, 	id. 	at 	5, 	which 	the
Agreement 	expressly 	required 	the 	master 	to 	complete. 	Both 	Isabel
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and 	J&J’s 	Director 	of 	Vessel 	Operations, 	Jack 	Morris, 	signed 	at
the end of the questionnaire:
Id. at 6. According to Morris, “[i]n [his] experience working with
New 	Bedford 	scalloping 	vessels,” 	signing 	in 	this 	manner 	“is 	a
customary practice used to document mutual agreement on employment
terms.” Dkt. 36-1 ¶ 6.
The 	Agreement 	contains 	the 	following 	indemnification
provision:
Master 	shall 	comply 	with 	all 	United 	States 	Customs,
Coast 	Guard, 	Fishing 	Regulations 	and 	all 	other
applicable 	laws 	while 	serving 	as 	a 	Master 	on 	board 	the
Vessel. 	Master 	warrants 	that 	he 	or 	she 	will 	neither
engage in any illegal activities nor use the Vessel for
any 	unlawful 	purpose 	during 	the 	time 	that 	he 	or 	she
serves 	as 	Master. 	In 	the 	event 	that 	any 	actions 	of 	the
Master 	subjects 	[sic] 	the 	Vessel 	or 	her 	Owner 	to 	any
administrative, judicial, or criminal penalty, he or she
shall 	indemnify 	and 	hold 	Owner 	harmless 	from 	such
penalty 	and 	shall 	reimburse 	each 	of 	them 	for 	such
penalties, fines or other expenses or costs.
Dkt. 	1-1 	¶ 14. 	The 	Agreement 	states 	that 	it 	“shall 	be 	governed
exclusively 	by 	the 	general 	maritime 	laws 	of 	the 	United 	States.”
Id.1 Finally, the Agreement includes an attorney’s fees clause:
1 J&J cites a different choice-of-law provision in the Agreement,
which states that “[t]he Crewmember Agreement shall be governed by
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If it shall be necessary for either the Owner or Master
to employ an attorney to enforce its rights pursuant to
their 	Agreement 	because 	of 	default 	of 	the 	other 	party,
the 	defaulting 	party, 	as 	finally 	determined 	in 	any
settlement, 	judgement 	[sic], 	or 	arbitration 	award
related 	to 	such 	default, 	shall 	reimburse 	the 	non-
defaulting 	party 	for 	reasonable 	attorney’s 	fees 	and
expenses.
Id. ¶ 13.
During 	two 	days 	of 	the 	voyage, 	Isabel 	harvested 	scallops 	in
an area forbidden under federal law. The scallops Isabel harvested
during 	the 	voyage, 	including 	those 	harvested 	illegally, 	were
subsequently 	sold 	for 	$346,632.42. 	J&J 	kept 	$145,834.80, 	paid
various expenses incurred in connection with the voyage, and then
distributed 	the 	rest 	to 	Isabel 	(who 	received 	$31,139.47) 	and 	the
other crew members.
On 	May 	4, 	2023, 	NOAA 	issued 	a 	“Notice 	of 	Violation 	and
Assessment of Administrative Penalty” to J&J and Isabel. Dkt. 32-
1 	at 	1. 	NOAA 	concluded 	that 	Isabel 	had 	illegally 	fished 	for
scallops 	in 	a 	closed 	area 	and 	imposed 	a 	$74,319.12 	“penalty”
jointly 	and 	severally 	against 	J&J 	and 	Isabel. 	Id. 	at 	1-2. 	NOAA
later amended the notice to reduce the penalty to $60,684.58. The
four-page notice referred to the amount owed as a “penalty” around
twenty 	times. 	Dkt. 	32-2 	at 	1-4. 	The 	assessment 	consisted 	of 	two
the Federal Maritime Law of the United States and failing any such
rule by the internal laws of the State of New York.” Dkt. 1-1 ¶ 12.
Neither party contends that application of New York law instead of
federal maritime law would affect the outcome of this case.
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components: (1) $15,0000 as a “Base Penalty” and (2) $45,684.58 as
“Proceeds of Unlawful Activity.” Dkt. 32-3 at 1 (emphasis omitted).
This 	calculation 	reflected 	the 	following 	formula 	set 	forth 	in
NOAA’s 	2019 	“Policy 	for 	the 	Assessment 	of 	Civil 	Administrative
Penalties and Permit Sanctions”:
[P]enalties 	and 	permit 	sanctions 	are 	based 	on 	two
criteria: 	(1) 	A 	“base 	penalty” 	calculated 	by 	adding
(a) an 	initial 	base 	penalty 	amount 	and 	permit 	sanction
reflective 	of 	the 	gravity 	of 	the 	violation 	and 	the
culpability 	of 	the 	violator 	and 	(b) 	adjustments 	to 	the
initial 	base 	penalty 	and 	permit 	sanction 	upward 	or
downward 	to 	reflect 	the 	particular 	circumstances 	of 	a
specific 	violation; 	and 	(2) 	an 	additional 	amount 	added
to 	the 	base 	penalty 	to 	recoup 	the 	proceeds 	of 	any
unlawful activity and any additional economic benefit of
noncompliance. Described as an equation:
Base Penalty [(Initial Base Penalty based on the Gravity
of 	the 	Offense 	and 	Culpability) 	+ 	(Upward/Downward
Adjustment 	for 	Specific 	Circumstances)] 	+ 	[Proceeds 	of
Unlawful 	Activity 	and 	Any 	Additional 	Economic
Benefit] = [Penalty Assessment and Permit Sanctions]
Dkt. 32-5 at 1, 4.
In 	March 	2024, 	both 	Isabel 	and 	J&J 	signed 	settlement
agreements 	with 	NOAA 	to 	resolve 	the 	proceedings. 	Isabel 	paid
$20,033.33, 	which 	his 	settlement 	agreement 	described 	as 	the
“$15,000 	base 	penalty 	plus 	$5,033.33 	in 	proceeds 	of 	unlawful
activity.” 	Dkt. 	29-9 	at 	1. 	J&J 	paid 	the 	remaining 	$40,651.25 	of
the assessment. J&J sought indemnification from Isabel pursuant to
the 	Agreement 	for 	its 	defense 	costs 	and 	its 	portion 	of 	the 	NOAA
assessment. 	Isabel 	refused 	to 	indemnify 	J&J. 	This 	breach 	of
contract action ensued.
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LEGAL STANDARD
Summary 	judgment 	is 	appropriate 	“if 	the 	movant 	shows 	that
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).
“A 	genuine 	dispute 	is 	one 	which 	‘a 	reasonable 	jury 	could
resolve . . . in the favor of the non-moving party,’ and a material
issue is one with the ‘potential to affect the outcome . . . under
the 	applicable 	law.’” 	Kinzer v. 	Whole 	Foods 	Mkt., 	Inc., 	99 	F.4th
105, 	108 	(1st 	Cir. 	2024) 	(alterations 	in 	original) 	(quoting
Cherkaoui v. City of Quincy, 877 F.3d 14, 23-24 (1st Cir. 2017)).
In 	determining 	whether 	to 	grant 	summary 	judgment, 	a 	court 	must
construe “the facts in the light most favorable to the non-moving
party” 	and 	“draw[] 	all 	reasonable 	inferences” 	in 	her 	favor. 	Id.
(quoting Harley-Davidson Credit Corp. v. Galvin, 807 F.3d 407, 408
(1st Cir. 2015)).
The 	party 	seeking 	summary 	judgment 	“must 	[first] 	adumbrate
‘an 	absence 	of 	evidence 	to 	support 	the 	nonmoving 	party’s 	case.’”
Pleasantdale 	Condos., 	LLC v. 	Wakefield, 	37 	F.4th 	728, 	733 	(1st
Cir. 2022) (alteration in original) (quoting Brennan v. Hendrigan,
888 F.2d 189, 191 (1st Cir. 1989)). Once the movant does so, “[t]he
burden then shifts to the nonmovant to establish the existence of
a genuine issue of material fact.” Id. To satisfy this burden, the
nonmovant “must present definite, competent evidence” showing that
a 	trialworthy 	issue 	exists. 	Id. 	(quoting 	Mesnick v. 	Gen. 	Elec.
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Co., 950 F.2d 816, 822 (1st Cir. 1991)). “[C]onclusory allegations,
improbable 	inferences, 	and 	unsupported 	speculation” 	do 	not
suffice. Kinzer, 99 F.4th at 108 (quoting Ellis v. Fid. Mgmt. Tr.
Co., 883 F.3d 1, 7 (1st Cir. 2018)).
This standard “do[es] not change where the parties file cross-
motions for summary judgment.” Roberge v. Travelers Prop. Cas. Co.
of 	Am., 	112 	F.4th 	45, 	51 	(1st 	Cir. 	2024). 	On 	cross-motions, 	the
court 	“review[s] 	each 	motion 	‘separately, 	drawing 	facts 	and
inferences 	in 	favor 	of 	the 	non-moving 	party.’” 	Id. 	(quoting
Scottsdale Ins. Co. v. United Rentals (N. Am.), Inc., 977 F.3d 69,
72 (1st Cir. 2020)).
DISCUSSION
The 	Court 	begins 	by 	briefly 	addressing 	the 	parties’ 	dueling
arguments regarding compliance with the local rules and then turns
to the merits of J&J’s breach of contract claim.
I. 	Compliance with Local Rules
Both 	parties 	argue 	that 	the 	opposing 	side 	has 	violated 	this
Court’s 	local 	rules 	when 	briefing 	the 	summary 	judgment 	motions.
Specifically, 	each 	party 	accuses 	the 	other 	of 	failing 	to 	satisfy
the 	meet-and-confer 	requirement 	under 	Local 	Rule 	7.1(a)(2) 	and
filing statements of material facts that do not comply with Local
Rule 56.1.
The 	Court 	declines 	to 	fish 	through 	the 	record 	to 	assess 	the
parties’ compliance with these rules because, even if a violation
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occurred, 	no 	sanction 	would 	be 	warranted. 	A 	district 	court 	has
“broad latitude in administering local rules.” Melino v. Bos. Med.
Ctr., 127 F.4th 391, 397 (1st Cir. 2025) (quoting Air Line Pilots
Ass’n 	v. 	Precision 	Valley 	Aviation, 	Inc., 	26 	F.3d 	220, 	224 	(1st
Cir. 	1994)); 	see 	United 	States 	v. 	Roberts, 	978 	F.2d 	17, 	20 	(1st
Cir. 	1992) 	(“A 	district 	court 	possesses 	great 	leeway 	in 	the
application 	and 	enforcement 	of 	its 	local 	rules.”). 	Local 	Rule
7.1(a)(2)’s meet-and-confer obligation “is designed to ensure that
parties present issues to the Court only after they have determined
that 	judicial 	intervention 	is 	necessary.” 	Sensitech, 	Inc. 	v.
LimeStone FZE, 581 F. Supp. 3d 342, 350 (D. Mass. 2022). Given the
parties’ briefing, “it does not appear that a conference pursuant
to 	the 	rule 	‘would 	have 	changed 	the 	parties’ 	fundamental
positions.’” 	Id. 	(quoting 	Sun 	Cap. 	Partners 	III, 	LP 	v. 	New 	Eng.
Teamsters & Trucking Indus. Pension Fund, 329 F.R.D. 102, 105 (D.
Mass. 	2018)); 	see 	In 	re 	Elizabeth 	& 	Niki 	Fishing 	Corp., 	706 	F.
Supp. 	3d 	147, 	150 	(D. 	Mass. 	2023) 	(declining 	to 	sanction 	a 	party
for a meet-and-confer violation for this reason).
As 	for 	Local 	Rule 	56.1, 	any 	failure 	to 	file 	compliant
statements 	of 	material 	facts 	does 	not 	substantially 	impede 	the
Court’s ability to resolve the summary judgment motions. This rule
aims to “prevent[] litigants from shifting the burden of organizing
evidence to the district court,” Zimmerman v. Puccio, 613 F.3d 60,
63 	(1st 	Cir. 	2010), 	and 	to 	“focus[] 	a 	district 	court’s 	attention
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on what is -- and what is not -- genuinely controverted,” Calvi v.
Knox County, 470 F.3d 422, 427 (1st Cir. 2006). The relevant facts
in 	this 	simple 	breach 	of 	contract 	action 	are 	straightforward 	and
easily 	discernable 	from 	the 	handful 	of 	exhibits 	submitted 	by 	the
parties. 	The 	parties’ 	filings 	also 	make 	clear 	that 	the 	relevant
facts 	are 	materially 	undisputed. 	The 	Court 	therefore 	excuses 	any
noncompliance 	with 	Local 	Rule 	56.1. 	See 	Martin v. 	Tricam 	Indus.,
Inc., 	379 	F. 	Supp. 	3d 	105, 	108 	n.1 	(D. 	Mass. 	2019) 	(declining 	to
summarily deny a motion for summary judgment despite the movant’s
failure to file a statement of material facts where the court could
“assess the issues . . . based on its review of the record”).
II. 	Merits
J&J’s 	sole 	claim 	against 	Isabel 	is 	for 	breach 	of 	the
Agreement’s 	indemnification 	provision. 	The 	Court 	applies 	federal
maritime law to this claim both in accordance with the choice-of-
law 	provision 	in 	the 	Agreement 	and 	because 	each 	party 	treats 	the
Agreement 	as 	a 	maritime 	contract. 	See 	Norfolk 	S. 	Ry. 	v. 	James 	N.
Kirby, Pty Ltd., 543 U.S. 14, 22-23 (2004) (“When a contract is a
maritime one, and the dispute is not inherently local, federal law
controls the contract interpretation.”); P.R. Fast Ferries LLC v.
SeaTran 	Marine, 	LLC, 	102 	F.4th 	538, 	545-46 	(1st 	Cir. 	2024)
(applying 	federal 	maritime 	law 	to 	a 	dispute 	over 	a 	maritime
contract). 	“Federal 	maritime 	law 	includes 	general 	principles 	of
contract law.” P.R. Fast Ferries, 102 F.4th at 545 (quoting CITGO
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Asphalt 	Refin. 	Co. 	v. 	Frescati 	Shipping 	Co., 	589 	U.S. 	348, 	355
(2020)). 	To 	prove 	a 	claim 	for 	breach 	of 	contract 	under 	federal
maritime law, “a plaintiff must prove (1) the terms of a maritime
contract; 	(2) 	that 	the 	contract 	was 	breached; 	and 	(3) 	the
reasonable value of the purported damages.” Sweet Pea Marine, Ltd.
v. APJ Marine, Inc., 411 F.3d 1242, 1249 (11th Cir. 2005).
In 	their 	cross-motions 	for 	summary 	judgment, 	the 	parties
dispute 	three 	issues 	related 	to 	J&J’s 	breach 	of 	contract 	claim:
whether the Agreement is a binding contract formed between J&J and
Isabel, 	whether 	Isabel 	breached 	the 	Agreement 	by 	failing 	to
indemnify J&J in connection with the NOAA proceedings, and whether
the 	Agreement 	is 	enforceable 	insofar 	as 	it 	requires 	Isabel 	to
indemnify 	J&J 	in 	this 	instance. 	The 	Court 	addresses 	these 	three
issues in turn.
A. 	Contract Formation
The first issue concerns whether the Agreement constitutes a
valid contract formed between J&J and Isabel. One requirement for
contract 	formation 	“is 	the 	mutual 	assent 	of 	the 	parties 	to 	the
essential terms of the agreement.” Enos v. Union Stone, Inc., 732
F.3d 45, 48 (1st Cir. 2013); see Restatement (Second) of Contracts
§ 	17(1) 	(A.L.I. 	1981) 	(“[T]he 	formation 	of 	a 	contract 	requires 	a
bargain in which there is a manifestation of mutual assent to the
exchange 	. 	. 	. 	.”). 	Isabel 	does 	not 	contest 	that 	he 	assented 	to
the Agreement’s terms by signing the Agreement. He argues, however,
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that 	J&J 	never 	manifested 	its 	assent 	because 	Morris, 	J&J’s
employee, signed at the end of the appended medical questionnaire
rather 	than 	on 	the 	signature 	page 	in 	the 	main 	part 	of 	the
Agreement. 	J&J 	responds 	that 	Morris’s 	signature 	on 	the
questionnaire 	was 	a 	sufficient 	manifestation 	of 	assent 	to 	the
entire Agreement and, regardless, that the subsequent performance
of the Agreement demonstrated its assent.
The Court holds that any reasonable factfinder would conclude
on this record that J&J manifested its assent to the terms of the
Agreement. “While the usual place for a signature is at the end of
the 	matter 	or 	instrument 	which 	is 	to 	be 	authenticated 	or
attested, . . . 	the 	place 	of 	a 	signature 	on 	a 	writing 	is 	not
controlling.” 	80 	C.J.S. 	Signatures 	§ 	6 	(2025); 	see 	1 	Corbin 	on
Contracts § 2.10 (2025) (“A signature may be operative [to express
assent] without respect to its position on the document . . . .”).
The 	dispositive 	question 	is 	whether 	there 	is 	“satisfactory
evidence that the signature was affixed with intent to authenticate
and 	express 	assent 	to 	the 	entire 	document.” 	Corbin 	on 	Contracts,
supra, § 2.10.
Here, 	Morris 	signed 	at 	the 	end 	of 	the 	medical 	questionnaire
appended to, and expressly incorporated into, the Agreement rather
than on the signature line of the main part of the Agreement. See
One Beacon Ins. Co. v. Crowley Marine Servs., Inc., 648 F.3d 258,
267 	(5th 	Cir. 	2011) 	(“[W]here 	a 	contract 	expressly 	refers 	to 	and
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incorporates 	another 	instrument 	in 	specific 	terms 	which 	show 	a
clear 	intent 	to 	incorporate 	that 	instrument 	into 	the 	contract,
both 	instruments 	are 	to 	be 	construed 	together.”). 	The
questionnaire did not lay out any independent contractual terms or
require J&J’s specific approval. Additionally, it appears based on
the 	dates 	next 	to 	Morris’s 	and 	Isabel’s 	signatures 	that 	Morris
signed on J&J’s behalf before Isabel even filled out the Agreement
and questionnaire. Under such circumstances, Morris’s signature on
the 	questionnaire 	plainly 	manifested 	J&J’s 	assent 	to 	the 	entire
Agreement and not only to Isabel’s responses to the questionnaire.
Even 	if 	Morris’s 	signature 	were 	insufficient 	by 	itself 	to
constitute 	J&J’s 	assent 	to 	the 	Agreement’s 	terms, 	J&J 	also
unmistakably 	demonstrated 	its 	assent 	via 	its 	performance. 	Under
general 	principles 	of 	contract 	law, 	“[m]anifestation 	of 	mutual
assent 	to 	an 	exchange 	requires 	that 	each 	party 	either 	make 	a
promise or begin or render a performance.” Restatement (Second) of
Contracts 	§ 	18 	(emphasis 	added); 	see 	Princess 	Cruises, 	Inc. 	v.
Gen. 	Elec. 	Co., 	143 	F.3d 	828, 	834 	(4th 	Cir. 	1998) 	(finding
manifestation of assent via performance in a maritime case); Marlen
C. 	Robb 	& 	Son 	Boatyard 	& 	Marina, 	Inc. 	v. 	Vessel 	Bristol, 	893 	F.
Supp. 526, 538-39 (E.D.N.C. 1994) (same). Put differently, a party
may manifest assent to a contract via “other acts” besides written
or 	spoken 	words. 	Restatement 	(Second) 	of 	Contracts 	§ 	19(1). 	J&J
was 	well 	aware 	of 	the 	terms 	of 	the 	Agreement, 	which 	was 	a 	form
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contract for masters on the Vessel and which Morris signed at the
end 	of 	the 	medical 	questionnaire. 	Having 	secured 	Isabel’s 	assent
to 	those 	terms, 	J&J 	then 	allowed 	Isabel 	to 	take 	the 	Vessel 	on 	a
scallop-fishing 	voyage 	and 	divided 	the 	profits 	from 	the 	voyage
amongst itself, Isabel, and the other crew members. J&J’s awareness
of the terms of the Agreement, its approval of Isabel’s use of the
Vessel 	via 	Morris’s 	signature, 	and 	its 	subsequent 	performance
collectively 	demonstrated 	J&J’s 	assent 	to 	the 	Agreement. 	See 	One
Beacon, 648 F.3d at 269 (“The chief consideration when determining
the validity of contractual terms . . . is whether the party to be
bound had reasonable notice of the terms at issue and whether the
party manifested assent to those terms.”).
Isabel’s 	reliance 	on 	46 	U.S.C. 	§ 	10601 	does 	not 	move 	the
needle. 	That 	statutory 	provision 	states 	that 	before 	certain
voyages, 	“the 	owner, 	charterer, 	or 	managing 	operator, 	or 	a
representative thereof . . . of a fishing vessel . . . shall make
a fishing agreement in writing with each seaman employed on board”
that 	includes 	certain 	terms. 	46 	U.S.C. 	§ 	10601(a)-(b). 	Even
assuming, 	as 	Isabel 	implies, 	that 	§ 	10601’s 	requirement 	of 	a
written 	agreement 	means 	that 	oral 	or 	implied 	contracts 	are 	not
enforceable 	in 	this 	context, 	the 	Agreement 	is 	a 	written 	contract
to which the parties manifested mutual assent. Isabel also asserts
that 	§ 	10601 	requires 	that 	a 	vessel’s 	owner 	sign 	the 	contract.
Section 	10601 	contains 	no 	such 	requirement 	but, 	regardless, 	J&J
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did sign at the end of the medical questionnaire. Isabel’s argument
that 	this 	signature 	was 	not 	sufficient 	because 	the 	medical
questionnaire does not contain the terms required by § 10601(b) is
unpersuasive 	because 	the 	questionnaire 	is 	appended 	to, 	and
incorporated 	into, 	the 	Agreement, 	which 	Isabel 	does 	not 	dispute
contains the required terms.
J&J is therefore entitled to summary judgment on the issue of
whether 	the 	Agreement 	constitutes 	a 	binding 	contract 	between 	the
parties.
B. 	Breach of Indemnification Provision
Having 	concluded 	that 	the 	parties 	formed 	a 	binding 	contract
as 	a 	matter 	of 	law, 	the 	Court 	turns 	to 	the 	question 	of 	whether
Isabel 	breached 	the 	Agreement 	by 	failing 	to 	indemnify 	J&J 	in
connection 	with 	the 	NOAA 	proceedings. 	The 	Agreement’s
indemnification provision states in relevant part as follows:
In 	the 	event 	that 	any 	actions 	of 	the 	Master 	subjects
[sic] 	the 	Vessel 	or 	her 	Owner 	to 	any 	administrative,
judicial, or criminal penalty, he or she shall indemnify
and 	hold 	Owner 	harmless 	from 	such 	penalty 	and 	shall
reimburse each of them for such penalties, fines or other
expenses or costs.
Dkt. 	1-1 	¶ 14. 	Isabel 	does 	not 	contest 	that 	his 	actions
“subject[ed]” 	J&J 	to 	the 	monetary 	assessment 	imposed 	by 	NOAA 	and
that 	he 	did 	not 	indemnify 	J&J 	in 	connection 	with 	the 	NOAA
proceedings. 	The 	parties 	dispute, 	however, 	whether 	the 	NOAA
assessment 	constituted 	a 	“penalty” 	that 	triggered 	the
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indemnification provision. J&J argues that it was, stressing that
NOAA 	repeatedly 	described 	its 	assessment 	as 	a 	“penalty” 	in 	both
its 	policy 	document 	and 	its 	notice. 	Isabel 	responds 	that 	NOAA’s
assessment consisted of two parts, a “Base Penalty” and “Proceeds
of 	Unlawful 	Activity,” 	Dkt. 	32-3 	at 	1, 	and 	that 	his 	settlement
agreement 	with 	NOAA 	stated 	that 	he 	was 	paying 	the 	entire 	“Base
Penalty.” 	Thus, 	in 	Isabel’s 	view, 	the 	portion 	of 	the 	NOAA
assessment 	that 	J&J 	paid 	was 	solely 	“Proceeds 	of 	Unlawful
Activity,” which was not a “penalty.”
Resolving 	this 	dispute 	requires 	interpreting 	the 	term
“penalty” 	in 	the 	Agreement’s 	indemnification 	provision. 	Courts
interpret 	maritime 	contracts 	“like 	any 	other 	contracts: 	by 	their
terms 	and 	consistent 	with 	the 	intent 	of 	the 	parties.” 	CITGO, 	589
U.S. at 355 (quoting Norfolk S. Ry., 543 U.S. at 31). If “the words
of a contract in writing are clear and unambiguous, its meaning is
to be ascertained in accordance with its plainly expressed intent.”
P.R. 	Fast 	Ferries, 	102 	F.4th 	at 	546 	(quoting 	CITGO, 	589 	U.S. 	at
355). “In such circumstances, the parties’ intent can be determined
from the face of the agreement and the language that they used to
memorialize that agreement.” CITGO, 589 U.S. at 355 (cleaned up).
The 	interpretation 	“of 	an 	unambiguous 	contract 	is 	a 	question 	of
law.” 	N. 	Ins. 	Co. 	of 	N.Y. 	v. 	Point 	Judith 	Marina, 	LLC, 	579 	F.3d
61, 72 (1st Cir. 2009).
Black’s Law Dictionary defines a “penalty” as a “[p]unishment
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imposed 	on 	a 	wrongdoer, 	usu[ally] 	in 	the 	form 	of 	imprisonment 	or
fine; esp[ecially], a sum of money exacted as punishment for either
a 	wrong 	to 	the 	state 	or 	a 	civil 	wrong.” 	Penalty, 	Black’s 	Law
Dictionary 	(11th 	ed. 	2019). 	The 	Supreme 	Court 	has 	similarly
construed 	the 	term 	“penalty” 	to 	mean 	“a 	‘punishment, 	whether
corporal 	or 	pecuniary, 	imposed 	and 	enforced 	by 	the 	State, 	for 	a
crime 	or 	offen[s]e 	against 	its 	laws.’” 	Kokesh 	v. 	SEC, 	581 	U.S.
455, 	461 	(2017) 	(alteration 	in 	original) 	(quoting 	Huntington 	v.
Attrill, 	146 	U.S. 	657, 	667 	(1892)). 	Under 	this 	definition, 	a
sanction amounts to a penalty if it “redresse[s] . . . a wrong to
the 	public” 	rather 	than 	“a 	wrong 	to 	[an] 	individual” 	and 	if 	it
serves 	to 	punish 	and 	deter 	rather 	than 	to 	“compensat[e] 	a 	victim
for his loss.” Id. (quoting Huntington, 146 U.S. at 668).
Under 	this 	plain 	meaning, 	any 	reasonable 	factfinder 	would
conclude 	that 	the 	NOAA 	assessment 	J&J 	paid 	was 	a 	“penalty” 	that
triggered the indemnification provision. NOAA’s notice to J&J and
Isabel, NOAA’s policy document describing the calculation of this
type of assessment, and the relevant statutory provision all call
the total assessment a “penalty.” 16 U.S.C. § 1858(a). NOAA imposed
the assessment to redress a wrong to the state, namely a violation
of 	regulations 	prohibiting 	scalloping 	in 	certain 	areas. 	See 	50
C.F.R. 	§ 	648.14(i)(1)(vi)(A)(1). 	And 	the 	assessment 	aimed 	to
punish 	and 	deter 	Isabel 	and 	J&J 	from 	such 	conduct 	rather 	than 	to
compensate a victim. Contrary to Isabel’s argument, the fact that
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part of the assessment reflected the proceeds Isabel and J&J earned
from 	Isabel’s 	unlawful 	scallop 	harvesting 	does 	not 	alter 	the
assessment’s 	purpose 	of 	redressing 	a 	wrong 	to 	the 	state 	and
imposing punishment and deterrence. Indeed, NOAA’s policy document
explains 	that 	the 	disgorgement 	of 	unlawful 	proceeds 	serves 	the
deterrent 	purposes 	of 	“prevent[ing] 	an 	alleged 	violator 	from
profiting from his or her unlawful activity, remov[ing] any actual
economic 	benefit 	to 	the 	alleged 	violator, 	keep[ing] 	the 	alleged
violator from gaining an unfair advantage over lawful actors, and
“prevent[ing] unlawful activity from continuing as a ‘cost of doing
business.’” Dkt. 32-5 at 6. The entire NOAA assessment plainly was
a “penalty,” thus triggering Isabel’s duty to indemnify J&J under
the Agreement.
Accordingly, there is no genuine dispute that Isabel breached
the indemnification provision in the Agreement, and J&J is entitled
to summary judgment on the question of breach.
C. 	Enforceability of the Agreement
Finally, Isabel advances a series of arguments asserting that
the 	Agreement’s 	indemnification 	provision 	is 	unenforceable.
Isabel’s 	primary 	argument 	on 	this 	score 	is 	that 	the 	Court 	should
“exercise 	its 	discretion 	to 	disgorge 	an 	equal 	amount 	of 	[his]
indemnification 	to 	zero.” 	Dkt. 	29 	at 	14. 	Isabel 	contends 	that
“disgorgement” 	is 	appropriate 	here 	because 	J&J 	has 	no 	rightful
claim 	to 	retain 	the 	proceeds 	of 	unlawful 	conduct, 	which 	would 	be
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the 	effect 	of 	requiring 	Isabel 	to 	indemnify 	J&J. 	Disgorgement,
however, 	is 	a 	type 	of 	remedy 	for 	unlawful 	conduct, 	see, 	e.g.,
Liu v. SEC, 591 U.S. 71, 75-76 & 76 n.1 (2020); In re Fin. Oversight
& Mgmt. Bd. for P.R., 121 F.4th 280, 315 (1st Cir. 2024); Amador v.
United 	States, 	98 	F.4th 	28, 	35 	(1st 	Cir. 	2024), 	and 	Isabel 	has
asserted 	no 	counterclaims 	against 	J&J. 	Isabel 	does 	not 	cite 	any
authority 	supporting 	his 	use 	of 	the 	concept 	of 	disgorgement 	as 	a
basis to render a contract unenforceable or otherwise as a defense
to a breach of contract claim.2
Isabel also raises a series of perfunctory arguments that the
indemnification 	provision 	is 	unenforceable 	because 	it 	is
unconscionable and against public policy and would allow J&J to be
unjustly enriched. These arguments are inadequately developed and,
thus, waived. See Groveland Mun. Light Dep’t v. Phila. Indem. Ins.
Co., 496 F. Supp. 3d 582, 586 (D. Mass. 2020) (noting that courts
do 	“not 	consider 	any 	argument 	raised 	in 	only 	a 	perfunctory
manner”); 	Modeski v. 	Summit 	Retail 	Sols., 	Inc., 	470 	F. 	Supp. 	3d
93, 110 (D. Mass. 2020) (similar). In any event, there is nothing
unconscionable, 	inequitable, 	or 	contrary 	to 	public 	policy 	about
2 	All 	of 	the 	cases 	Isabel 	cites 	involved 	enforcement 	actions
brought by a government agency seeking disgorgement for violations
of 	federal 	law. 	See, 	e.g., 	SEC 	v. 	Sanchez-Diaz, 	88 	F.4th 	81, 	85-
86 	(1st 	Cir. 	2023); 	SEC 	v. 	Sharp, 	737 	F. 	Supp. 	3d 	66, 	71-72 	(D.
Mass. 2024), appeal filed sub nom. SEC v. Sexton, No. 24-1772 (1st
Cir. 	Aug. 	26, 	2024); 	Crude 	Co. 	v. 	FERC, 	923 	F. 	Supp. 	222, 	229
(D.D.C. 1996), aff’d, 135 F.3d 1445 (Fed. Cir. 1998).
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enforcing 	the 	indemnification 	provision 	in 	this 	case. 	J&J 	and
Isabel exchanged the use of the Vessel for a share of the profits
from 	the 	scallops 	Isabel 	harvested 	on 	the 	voyage. 	J&J 	lost 	the
profits 	to 	which 	it 	was 	entitled 	for 	a 	portion 	of 	the 	voyage
because 	Isabel 	scalloped 	in 	a 	closed 	area. 	The 	indemnification
provision 	represents 	a 	reasonable 	agreement 	that 	Isabel, 	who 	was
responsible for the unlawful conduct, would reimburse J&J for this
loss.
D. 	Summary, Damages, and Remaining Matters
In 	sum, 	any 	reasonable 	factfinder 	would 	rule 	in 	J&J’s 	favor
on its claim that Isabel breached the indemnification provision in
the Agreement. The Court therefore grants summary judgment to J&J
and denies Isabel’s motion for summary judgment.3
With 	regard 	to 	damages, 	a 	party 	prevailing 	on 	a 	breach 	of
contract 	claim 	is 	generally 	entitled 	to 	expectation 	damages 	that
include 	“the 	loss 	in 	the 	value 	to 	[it] 	of 	the 	other 	party’s
performance.” Restatement (Second) of Contracts § 347(a). There is
no question that Isabel’s duty to indemnify J&J under the Agreement
required 	Isabel 	to 	reimburse 	J&J 	for 	the 	portion 	of 	the 	NOAA
assessment 	that 	J&J 	paid. 	See 	Dkt. 	1-1 	¶ 	14 	(“In 	the 	event 	that
any 	actions 	of 	the 	Master 	subjects 	[sic] 	the 	Vessel 	or 	her 	Owner
3 	Isabel’s 	motion 	for 	summary 	judgment 	seeks 	sanctions 	and
attorneys’ fees against J&J. Neither is warranted because the Court
grants summary judgment to J&J.
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to 	any 	administrative, 	judicial, 	or 	criminal 	penalty, 	he 	or 	she
shall indemnify and hold Owner harmless from such penalty and shall
reimburse each of them for such penalties, fines or other expenses
or costs.”). J&J is therefore entitled to damages in the amount of
$40,651.25.
Under 	federal 	maritime 	law, 	courts 	generally 	award
prejudgment 	interest 	to 	a 	plaintiff 	who 	recovers 	damages, 	unless
“‘exceptional 	circumstances’ 	make 	an 	award 	of 	interest
inequitable.” Nevor v. Moneypenny Holdings, LLC, 842 F.3d 113, 124
(1st 	Cir. 	2016) 	(quoting 	City 	of 	Milwaukee 	v. 	Cement 	Div., 	Nat’l
Gypsum 	Co., 	515 	U.S. 	189, 	195 	(1995)). 	An 	award 	of 	prejudgment
interest is warranted in this case “to ensure that [J&J] is fully
compensated 	for 	its 	loss.” 	Id. 	(quoting 	City 	of 	Milwaukee, 	515
U.S. 	at 	195). 	“[T]he 	rate 	of 	prejudgment 	interest 	awarded 	is 	a
matter 	committed 	to 	the 	discretion 	of 	the 	court.” 	Cape 	Waterman,
Inc. 	v. 	M/V 	AVA 	PEARL, 	542 	F. 	Supp. 	3d 	106, 	117 	(D. 	Mass. 	2021).
The 	Court 	awards 	prejudgment 	interest 	from 	April 	12, 	2024 	-- 	the
date 	J&J 	paid 	its 	portion 	of 	the 	NOAA 	assessment, 	which 	followed
Isabel’s statement to J&J that he would not provide indemnification
-- 	at 	the 	federal 	statutory 	rate. 	See 	28 	U.S.C. 	§ 1961(a); 	see
also FSS, Inc. v. W-Class Yacht Co., No. 16-cv-300, 2018 WL 953337,
at 	*14 	(D. 	Me. 	Feb. 	20, 	2018) 	(awarding 	prejudgment 	interest 	in
admiralty 	case 	at 	federal 	statutory 	rate 	for 	postjudgment
interest).
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Finally, J&J asserts that Isabel must reimburse it under the
Agreement 	for 	the 	attorneys’ 	fees 	and 	costs 	it 	incurred 	in
connection with both the NOAA enforcement action and this lawsuit.
The Court will address J&J’s request for fees and costs on a post-
judgment motion under Federal Rule of Civil Procedure 54(d).
ORDER
For the foregoing reasons, J&J’s motion for summary judgment
(Dkt. 	30) 	is 	ALLOWED, 	and 	Isabel’s 	motion 	for 	summary 	judgment
(Dkt. 	29) 	is 	DENIED. 	The 	parties 	shall 	submit 	a 	proposed 	form 	of
judgment within fourteen days of the date of this order.
SO ORDERED.
/s/ PATTI B. SARIS__________
Hon. Patti B. Saris
United States District Judge
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