Balasubramaniam v. Source Consulting LLC, et al

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UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
____________________________________
)
SHANMUGAM BALASUBRAMANIAM, )
)
Plaintiff, 	)
) 	Civil Action No. 24-10105-JCB
v. 	)
)
SOURCE CONSULTING, LLC, et al., 	)
)
Defendants. 	)
____________________________________)
ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT
[Docket Nos. 66, 73]
November 18, 2025
Boal, M.J.
In this action, plaintiff Shanmugam Balasubramaniam alleges that he and defendants1
entered into an agreement whereby Balasubramaniam would identify potential acquisitions for
defendant Source Consulting, LLC (“Source”) to acquire in exchange for a 30% ownership
interest and right to participate in an additional 10% equity investment. After
Balasubramaniam’s efforts led to the acquisition of ASA Solutions, defendants reneged on the
Agreement. Balasubramaniam brings claims for breach of contract, breach of the implied
covenant of good faith and fair dealing, unjust enrichment, fraudulent inducement, quantum
meruit, and specific performance. The parties have filed cross-motions for summary judgment.
1 On May 16, 2025, this Court granted Balasubramanian’s motion to dismiss defendant Srinivas
H. Bhopal from this action. Docket No. 29. On November 14, 2025, the parties filed a
stipulation voluntarily dismissing the claims against defendant Ryko Enterprises LLC (“Ryko”).
Docket No. 98. Accordingly, the Defendants’ motion for summary judgment as to the claims
against Ryko is moot.
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Docket Nos. 66, 73.2 For the following reasons, I deny both motions.
I. 	FACTS3
A. 	The Parties
Balasubramaniam is a businessman with qualifications as a Chartered Accountant from
India, maintains a degree in commerce and a C8 professional qualification, and currently works
in consultant advisory services.4
Source is a Massachusetts limited liability company which provides professional,
technology staffing, and recruiting services.5 Defendant Srinivas Bolla is the founder and CEO
of Source.6 He has complete operational control over Source.7 Defendant Lakshmisujatha
2 On January 30, 2024, the parties consented to the jurisdiction of a magistrate judge for all
purposes. Docket No. 11.
3 The facts are taken from the parties’ Combined Statement of Undisputed Material Facts
(Docket No. 91). Statements of fact are referred to as “SOF” while responses are referred to as
“Resp.” This Court construes the record in the light most favorable to the nonmovant and
resolves all reasonable inferences in that party’s favor. Baum-Holland v. Hilton El Con
Management, LLC, 964 F.3d 77, 87 (1st Cir. 2020) (citations omitted).
4 SOF ¶ 1. In response to this fact, Defendants state that they “are aware of Plaintiff’s stated
qualifications and will call upon him to prove the same at trial.” Resp. ¶ 1. Such response does
not create an issue of fact. If Defendants wish to dispute this statement, they must point to
evidence of record that would controvert it. They have failed to do so. See Quintana-Dieppa v.
Dep’t of the Army, 130 F.4th 1, 10 (1st Cir. 2025) (“Without appropriate record citations,
[plaintiff’s] oppositions rest on mere allegations. And since, ‘mere allegations are not entitled to
weight in the summary judgment calculus,’ a ‘party cannot successfully oppose a motion for
summary judgment by resting [upon them].’”) (internal citations omitted). Accordingly, this
statement is deemed admitted for purposes of the motion for summary judgment. This Court
notes that many of Defendants’ responses to Balasubramaniam’s statements of fact do not cite to
any evidence of record. Any such responses are also deemed admitted for purposes of this
motion.
5 SOF ¶ 3.
6 SOF ¶ 4; Resp. ¶ 4.
7 SOF ¶ 4.
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Vakalapudi is Bolla’s wife and a manager and member of Source.8 She is a complete owner of
Source and ASA Solutions, Inc. (“ASA”).9 Along with Bolla, she serves as a member of the
board of directors of Source.10
Non-party Srinivas H. Bhopal is the Vice President of Sales and Operations at Source,
and has worked at Source since 2019.11 Non-party Kal Bhakta was the former CEO of ASA,
prior to ASA’s acquisition by Source.12
B. 	The Alleged Agreement
Balasubramaniam and Bhopal have been personal friends for roughly three decades.13
Around the Fall of 2019, Bhophal approached Balasubramaniam for ideas and help with scaling
the business of Source.14 On November 22, 2021, Balasubramaniam, Bhopal, and Bolla met at a
restaurant in Milford, Connecticut to discuss potentially engaging Balasubramaniam.15 At that
meeting, the parties agreed that Balasubramaniam would assist Source in identifying, analyzing,
and negotiating with potential companies to be acquired by Source in exchange for equity in the
8 SOF ¶ 5; Resp. ¶ 5.
9 SOF ¶ 5.
10 Id. Defendants maintain that Vakalapudi had/has no operational involvement in Source’s
business at the relevant times or now, nor specifically in the ASA transaction but cites to no
evidence of record in support of that assertion. See Resp. ¶ 5.
11 SOF ¶ 6; Resp. ¶ 6.
12 SOF ¶ 7; Resp. ¶ 7.
13 SOF ¶ 13; Resp. ¶ 13.
14 SOF ¶ 9.
15 SOF ¶ 17.
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acquired company.16
In or around the end of the December 2021, Balasubramaniam requested from Bhopal a
model detailing the terms of his engagement with and compensation from Source.17 On
December 30, 2021, Bolla sent Balasubramaniam the following email (the “Memorialization
Email”):18
On the same day, Balasubramaniam responded to the Memorialization Agreement as
follows:
Hi Sri,
16 SOF ¶ 18.
17 SOF ¶ 20; Resp. ¶ 20.
18 SOF ¶ 24; Resp. ¶ 24; Ex. 4.
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A very happy new year to you, Srini, your families and loved ones. We can
use the notes sent by you (thanks by the sway [sic] for sharing) to iron out
the details. I am fine with the broad construct with an understanding we will
bring in more clarity and English and fix gaps (will send details). The
beginning 	of 	2022 	is 	also 	the 	beginning 	of 	a 	potentially 	win–win
relationship. Look forward.
Shan19
Following Balasubramaniam’s December 30, 2021, email, he immediately commenced
work on a potential acquisition for Source.20 Specifically, Balasubramaniam began researching,
analyzing, and negotiating with various companies for Source to acquire.21 Balasubramaniam,
Bolla, and Bhopal engaged in weekly calls to discuss potential acquisitions.22
Eventually, ASA was identified as a potential acquisition target.23 Balasubramanian
alleges that he led Source’s efforts to acquire ASA. Docket No. 80 at 8. The record shows that
Balasubramaniam was involved in internal communications within Source regarding the
potential acquisition and in communications and negotiations with ASA.24
On August 23, 2022, Balasubramaniam emailed Bolla stating, “[n]ow that we are close to
finalizing the ASA deal I jotted down some structure for my services largely in line with what
we agreed. Please do take a look and let me know if you have comments. Feel free to call me if
19 SOF ¶ 25; Resp. ¶ 25.
20 SOF ¶ 31.
21 SOF ¶ 32.
22 SOF ¶ 35.
23 See SOF ¶ 36; Resp. ¶ 36.
24 See, e.g., SOF ¶¶ 63, 65, 69, 70, 71, 73, 75, 76, 82, 132; Resp. ¶¶ 63, 65, 69, 70, 71, 73, 75, 76,
82, 132.
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you have questions.”25 The email attached a document proposing “terms of engagement.”
Balasubramanian first stated:
As we get closer to our first acquisition we should bring in some structure
to the ASA transaction vis-à-vis my participation.
We agreed on two key items:
• 	30% equity
• 	10% investment26
Balasubramanian further stated as follows:27
25 SOF ¶ 137; Resp. ¶ 137; see also Ex. 71.
26 SOF ¶ 138; see also Ex. 71.
27 SOF ¶ 139; see also Ex. 71.
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Bhopal responded as follows:28
On August 24, 2022, Bolla responded to Balasubramanian’s email:
Hi Shan, I am surprised and shocked to see your structure which is not in
line with our discussions.
I spoke with Srini multiple times (at least 3 calls) on your engagement prior
to the start of our journey. He clearly explained how the equity works in
terms of Revenue and Profit goals. But I don’t see the references in your
document.
I acquired my 2nd company entirely on my own. It’s a 1M company. But I
negotiated every detail of it on my own (Srini wasn’t a part of these
discussions). The equity we planned for you based on growth and revenue
goals. 	I am not discrediting your effort or excellence. 	I admire and
appreciate all your work. But the work starts after the acquisition, and you
will be rewarded based on the results
Please see the attached with my comments. 	If you have any questions, I
28 SOF ¶ 148; Ex. 74.
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will setup a call between three of us.29
Attached to Bolla’s email was Balasubramanian’s original document with commentary from
Bolla:30
The parties continued to disagree on what had been agreed upon.31
On November 30, 2022, Summer Solutions Inc. (“Summer Solutions”) and ASA
executed a Contract for Sale of Assets whereby Summer Solutions—an entity that had been
formed for the purposes of acquiring ASA—purchased ASA for $5,170,000.32 To date, Source
29 SOF ¶ 151; Resp. ¶ 151; see also Ex. 75.
30 SOF ¶ 153; Resp. ¶ 153; see also Ex. 75.
31 See, e.g., SOF ¶¶ 156, 158, 173, 175-177, 180.
32 SOF ¶ 181. The contract states that it was made on November 14, 2022 but it appears that the
closing took place on November 30, 2022. See Ex. 91. Defendants state that the execution date
of the agreement was November 22, 2022. Resp. ¶ 181. In any event, the date of the agreement
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has not paid or compensated Balasubramaniam for any work.33
II. 	ANALYSIS
A. 	Standard Of Review
Summary judgment is appropriate if the record, viewed in the light most favorable to the
nonmoving party “discloses ‘no genuine issue of material fact’ and [thus] demonstrates that ‘the
moving party is entitled to a judgment as a matter of law.’” Zabala-De Jesus v. Sanofi-Aventis
Puerto Rico, Inc., 959 F.3d 423, 427-428 (1st Cir. 2020) (quoting Iverson v. City of Boston, 452
F.3d 94, 98 (1st Cir. 2006)). A dispute is genuine where the evidence “is such that a reasonable
jury could resolve the point in the favor of the non-moving party.” Rivera-Rivera v. Medina &
Medina, Inc., 898 F.3d 77, 87 (1st Cir. 2018) (citation omitted). A material fact is one with the
“potential of changing a case’s outcome.” Doe v. Trustees of Bos. College, 892 F.3d 67, 79 (1st
Cir. 2018).
“To avoid ‘the swing of the summary judgment scythe,’ the nonmoving party must
adduce specific facts showing that a trier of fact could reasonably find in his favor.” Johnson v.
Johnson, 23 F.4th 136, 141 (1st Cir. 2022) (citation omitted). “The nonmovant cannot rely on
‘conclusory allegations, improbable inferences, and unsupported speculation.’” Id. (citation
omitted).
“Cross-motions for summary judgment do not alter the basic . . . standard, but rather
simply require us to determine whether either of the parties deserves judgment as a matter of law
on facts that are not disputed.” Alasaad v. Mayorkas, 988 F.3d 8, 16 (1st Cir. 2021) (quoting
is immaterial for purposes of this motion.
33 SOF ¶ 155. On September 12, 2025, Bolla offered to pay Balasubramanian $25,000 for his
services as well as actual expenses but it does not appear that he actually paid that amount. See
SOF ¶ 176; Resp. ¶ 176; Ex. 88.
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Adria Int’l Grp., Inc. v. Ferre Dev., Inc., 241 F.3d 103, 107 (1st Cir. 2001)).
B. 	Disputed Issues Of Fact Preclude Summary Judgment
On Balasubramaniam’s Breach Of Contract Claim
In order to prove a breach of contract claim, the plaintiff must demonstrate that “a valid,
binding contract existed, the defendant breached the terms of the contract, and the plaintiff[]
sustained damages as a result of the breach.” Brooks v. AIG Sunamerica Life Assurance Co.,
480 F.3d 579, 586 (1st Cir. 2007) (citation omitted).34 Defendants dispute the existence of a
valid contract. See Docket No. 87 at 4-6.
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 intention to be bound by that
agreement.” Gibson Found., Inc. v. Norris, 88 F.4th 1, 12 (1st Cir. 2023) (quoting Situation
Mgmt. Sys., Inc. v. Malouf, Inc., 430 Mass. 875 (2000)). “[A]lthough an exchange of e-mail
communications can constitute a contract under Massachusetts law . . . ‘[a]ll the essential terms
of a contract must be definite and certain so that the intention of the parties may be discovered,
the nature and extent of their obligations ascertained, and their rights determined.’” Gibson
Found., 88 F.4th at 12 (quoting Cygan v. Megathlin, 326 Mass. 732, 733-734 (1951)).
Determining a term’s materiality is “‘based on the status of things at the time the parties
signaled that an agreement had been reached.’” Ritter v. Johnson, 616 F.Supp.3d 158, 163 (D.
Mass. 2022) (quoting Duff v. McKay, 89 Mass. App. Ct. 538, 544 (2016)). “‘[T]hat negotiations
eventually were scuttled over an issue does not mean that it necessarily was an essential term.’”
Ritter, 616 F. Supp. 3d at 163 (quoting Duff, 89 Mass. App. Ct. at 544). “[R]esolution of . . .
34 The parties cite to Massachusetts law. Where the parties have agreed as to the choice of law,
courts are “free to ‘forego an independent analysis and accept the parties’ agreement.’” Hershey
v. Donaldson, Lufkin & Jenrette Sec. Corp., 317 F.3d 16, 20 (1st Cir. 2003) (citation omitted).
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fact questions, including whether there were material terms yet to be negotiated, are generally
reserved for the jury.” Ritter, 616 F. Supp. 3d at 163-64 (quoting Situation Mgmt. Sys., 430
Mass. at 879) (internal quotation marks omitted). Furthermore, the intent of the parties is
generally a question of fact because the determination of whether parties intended to be bound
must be premised on the totality of all such expressions and deeds given the attendant
circumstances and the objectives of the parties. Sinotau Pharm. Grp. v. Navidea
Biopharmaceuticals, Inc., 211 F.Supp.3d 375, 379 (D. Mass. 2016). Where there is evidence that
a reasonable jury could use to support a conclusion of materiality or intention to be bound in
either direction, there is a genuine issue of material fact and summary judgment is inappropriate.
See Gibson Found., 88 F.4th at 13-14; see also Romain v. Dever, 82 Mass. App. Ct. 1102 (2012)
(“whether material terms legitimately remained to be negotiated, is a question of fact.”).
Balasubramanian argues that the parties agreed that he would work as a “Business
Strategy Officer – Inorganic Growth” in return for certain agreed compensation. Docket No. 80
at 10-11. According to Balasubramanian, the Defendants memorialized the agreement in the
Memorialization Email dated December 30, 2021, and Balasubramanian replied to Defendants’
email the next day to confirm the accuracy of their description of the Agreement. See id. The
language of those emails, however, raises issues as to whether the parties had the present
intention to be bound by that email exchange. For example, the Defendants refer to the email as
a “working model” and refer to terms that still need to be discussed and agreed upon. Ex. 4. The
email also appears to contemplate a further meeting “to discuss and agree on goals and
engagement model.” Id. Balasubramanian’s response, moreover, also appears to contemplate
further discussions and a formal agreement. Ex. 5 (“We can use the notes sent by you [] to iron
out the details. I am fine with the broad construct with an understanding we will bring in more
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clarity and English and fix gaps (will send details).”).
The parties’ subsequent conduct and communications when the ASA deal was nearing
completion could also be viewed as evidence that there had been no meeting of the minds back
in December 2021. See, e.g., Ex. 71. Where, as here, the moving party bears the burden of
proof at trial, he can prevail only by proving each element of his case with evidence sufficiently
compelling that no reasonable jury could return a verdict for the nonmovant. See Am. Steel
Electors, Inc. v. Local Union No. 7, Ass’n of Bridge, Structural, Ornamental & Reinforcing Iron
Workers, 536 F.3d 68, 75 (1st Cir. 2008) (citing Torres Vargas v. Santiago Cummings, 149 F.3d
29, 35-36 (1st Cir. 1998)). In light of the evidence in the record, this Court is unable to conclude
that no reasonable jury would return a verdict in favor of the Defendants on this issue.
C. 	Breach Of The Covenant Of Good Faith And Fair Dealing
Balasubramanian also alleges that Defendants attempted to avoid compensating him for
his more than eight months of work by terminating him and restricting his ability to perform
under the Agreement in breach the covenant of good faith and fair dealing. See Docket No. 80 at
18-21. “[T]he implied covenant of good faith and fair dealing governs conduct of parties after
they have entered into a contract; without a contract, there is no covenant to be breached.” Mass.
Eye & Ear Infirmary v. QLT Phototherapeutics, Inc., 412 F.3d 215, 230 (1st Cir. 2005). A
determination of whether a valid contract in fact existed is therefore first required, which this
Court has determined involves questions of fact for a jury to decide.
D. 	Unjust Enrichment/Quantum Meruit
Balasubramanian argues that he is entitled to summary judgment on his unjust
enrichment and quantum meruit claims “in the alternative.” Docket No. 80 at 21-22, 24-25. As
he acknowledges, however, unjust enrichment and quantum meruit claims are precluded by the
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existence of a valid and enforceable contract. Docket No. 80 at 21 n.9 (citing In re Lupron Mtkg.
& Sales Prac. Litig., 295 F.Supp.2d 148, 182 (D. Mass. 2003)); 24 n.10 (citing Klauber v.
Vmware, Inc., 80 F.4th 1, 15 (1st Cir. 2023)). As issues of fact preclude summary judgment on
the issue of contract formation, it is inappropriate to grant summary judgment in his favor on this
claim at this stage.
E. 	Fraudulent Inducement
Balasubramanian’s claim for fraudulent inducement is also tied to the contractual issues.
In essence, he appears to argue that Bolla misrepresented the terms of the parties’ agreement.
See Docket No. 80 at 22-27. As such, this claim also involves issues of fact not appropriate for
summary judgment
F. 	Liability Of Bolla And Vakalapudi
Defendants Bolla and Vakalapudi move for summary judgment on the claims against
them on the grounds that Balasubramanian must first pierce Source’s corporate veil before any
personal liability may attach against them. Docket No. 68 at 8-12.
1. 	Fraudulent Inducement
Bolla is named in Balasubramanian’s fraudulent inducement claim. See Complaint at ¶¶
99-107. “It is not necessary in all instances . . . to pierce the corporate veil in order to hold a
corporate officer liable for a corporation’s torts.” In re Gannon, 598 B.R. 72, 82 (Bankr. D.
Mass. 2019) (citing Townsends, Inc. v. Beaupre, 47 Mass. App. Ct. 747, 751 (1999)). “A
corporate officer is personally liable for a tort committed by the corporation that employs him, if
he personally participated in the tort by, for example, directing, controlling, approving, or
ratifying the act that injured the aggrieved party.” Id. Balasubramanian, therefore, does not have
to pierce the corporate veil to hold Bolla liable for fraudulent inducement so long as he can show
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that Bolla personally participated in the tort. Here, there is evidence that Bolla had complete
control over Source and personally made some of the alleged misrepresentations to
Balasubramanian. See, e.g., SOF ¶¶ 4, 17-18, 21, 23-24. To the extent that Defendants argue
that there is not sufficient evidence of fraudulent inducement, this Court finds that issues of fact
preclude summary judgment on this issue. See, e.g., SOF ¶¶ 24-30, 93-94, 160.
2. 	Unjust Enrichment
Both Bolla and Vakalapudi are named in Balasubramanian’s unjust enrichment claim.
See Complaint at ¶¶ 91-98. Whether or not a corporate defendant may be held personally liable
on an unjust enrichment theory without piercing the corporate veil depends on whether the unjust
enrichment claim sounds in contract or tort. See Focused Impressions, Inc. v. Sourcing Group,
LLC, No. 19-cv-11307-ADB, 2020 WL 1235366, at *6 (D. Mass. Mar. 13, 2020). If the unjust
enrichment claim sounds in tort, it is not necessary to pierce the corporate veil. See id.
“Under Massachusetts law, the question of whether a claim [of unjust enrichment] sounds
in contract or tort depends upon the nature and essence of the claim.” Id. (citation omitted).
Here, Balasubramanian’s claims are based on an alleged contractual relationship between the
parties and Source’s alleged breach of that contract.35 As such, Balasubramanian must pierce the
corporate veil in order to hold Bolla and/or Vakalapudi personally liable on the unjust
enrichment claim.
“[C]orporations are generally to be regarded as separate from each other and from their
respective stockholders . . . where there is no occasion ‘to look beyond the corporate from for the
purpose of defeating fraud or wrong, or for the remedying of injuries.” My Bread Baking Co. v.
35 Even if his unjust enrichment claim sounded in tort, Balasubramanian has adduced no
evidence that Vakalapudi directed, controlled, approved, or ratified the alleged conduct.
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Cumberland Farms, Inc., 353 Mass. 614, 618 (1968) (internal citations omitted). “Under unusual
circumstances, however, a court may disregard the separateness of the entities, particularly to
defeat fraud or remedy and injury.” Safeguard Prop. Mgmt., LLC v. Zoll, No. 22-cv-110004-
DJC, 2022 WL 16838781, at *6 (D. Mass. Nov. 8, 2022) (citation omitted). Courts considering
whether to set aside corporate formalities, consider the following twelve factors:
(1) common ownership; (2) pervasive control; (3) confused intermingling
of business assets; (4) thin capitalization; (5) nonobservance of corporate
formalities; (6) absence of corporate records; (7) no payment of dividends;
(8) insolvency at the time of the litigated transaction; (9) siphoning away of
corporation’s funds by dominant shareholder; (10) nonfunctioning of
officers and directors; (11) use of the corporation for transactions of the
dominant shareholders; and (12) use of the corporation in promoting fraud.
Attorney Gen. v. M.C.K., Inc., 432 Mass. 546, 556 n.19 (2000) (citations omitted). “These
factors are not simply added up, but rather are considered in an integrated manner based on all of
the facts presented.” Lothrop v. North Am. Air Charter, Inc., 95 F.Supp.3d 90, 101 (D. Mass.
2015).
Balasubramanian has pointed to evidence that Vakalapudi is the sole owner and President
of Source; that Bolla exercised complete control over all business decisions; that Source failed to
conduct corporate meetings; and that Vakalapudi admitted to not having any meaningful
involvement in the management and operations of Source. See SOF ¶¶ 4-5, 186, 205-208; Resp.
¶¶ 186, 199, 201. Rather, her role was limited to signing documents at Bolla’s direction. Resp. ¶
199. While other factors may cut against piercing the corporate veil or have not been addressed,
sufficient evidence has been presented to raise an issue of fact on whether the corporate veil
should be pierced.36
36 To the extent that Balasubramanian argues that summary judgment is not appropriate because
Defendants have not provided discovery regarding these issues, it is now too late to raise this
argument. It was incumbent upon Balasubramanian to move to compel such information if he
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Finally, to the extent that Defendants argue that Balasubramanian cannot prevail on an
unjust enrichment claim, disputed issues of fact also preclude summary judgment on this issue.
The summary judgment record contains evidence that Balasubramanian identified and analyzed
potential acquisition targets; communicated with Defendants regarding those targets; and
participated in the negotiations and due diligence of ASA, ultimately resulting in its acquisition.
See, e.g., SOF ¶¶ 31-32, 35, 63, 65, 69, 70, 71, 73, 75, 76, 82, 132; Resp. ¶¶ 63, 65, 69, 70, 71,
73, 75, 76, 82, 132. In addition, there is also evidence that Defendants retained the benefit of
Balasubramanian’s work without compensating him. See SOF ¶¶ 155, 181. Accordingly,
summary judgment is not appropriate.
III. 	ORDER
For the foregoing reasons, I deny both motions. This Court will set the case for trial.
/s/ Jennifer C. Boal
JENNIFER C. BOAL
U.S. MAGISTRATE JUDGE
believed that it was improperly withheld. While he did file a motion to compel, see Docket No.
55, Balasubramanian did not specifically address the Defendants’ alleged failure to produce
documents bearing on this issue.
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