BCS Callprocessing, Inc. v. Sustainable Aquatic Food Exports, LLC et al

United 	States 	District 	Court
District 	of 	Massachusetts
BCS 	CallProcessing, 	Inc.,
Plaintiff,
v.
Sustainable 	Aquatic 	Food Exports,
LLC, 	et 	al.,
Defendants.
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Civil 	Action No.
25-10849-NMG
MEMORANDUM & ORDER
GORTON, 	J.
This 	case 	arises 	out 	of 	a 	four-count 	complaint, 	wherein
plaintiff, 	an 	IT 	services 	provider, 	alleges 	breach of 	contract,
promissory 	estoppel, 	conversion and unjust 	enrichment 	against 	a
defaulting 	customer 	in 	the 	exporting 	business.
I. Facts
BCS 	CallProcessing, 	Inc. 	("plaintiff" 	OR 	"BCS") 	is 	a
Massachusetts 	corporation 	that 	provides 	IT 	services 	and
equipment 	to 	clients. 	Sustainable 	Aquatic 	Food 	Exports, 	LLC
("SAFE" 	or 	"defendant") 	is 	a 	Florida 	LLC, 	of 	which Yvonne 	Keller
("Keller") 	and 	Frederick 	Hundertmark 	("Hundertmark") 	are 	the
only members 	and 	both 	are 	Florida 	residents. 	Ms. 	Keller 	is 	the
Registered Agent 	of 	SAFE 	and both 	she 	and Mr. 	Hundertmark 	are
"managers" 	of 	SAFE.
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In November, 	2023, 	plaintiff 	and 	SAFE, 	Keller 	and
Hundertmark 	(collectively 	"the 	defendants") 	held 	an 	initial
discovery meeting 	about 	entering 	into 	a 	contractual
relationship. 	SAFE 	planned 	to 	establish a 	base 	of 	operations 	in
Florida and 	sought 	extensive 	IT 	services 	to 	support 	its 	clients
across 	32 	countries. 	At 	that 	meeting, 	the 	individual 	defendants
represented 	that 	SAFE 	was 	on 	the 	verge 	of 	receiving 	$6 	billion
in 	funding 	to 	pay 	for 	such 	services.
In 	furtherance 	of 	their 	business 	relationship,
representatives 	of 	SAFE 	and BCS 	had 	numerous 	additional 	meetings
before 	entering 	into 	a 	contractual 	relationship 	in which BCS 	was
to 	provide 	IT 	services 	in 	exchange 	for 	compensation 	from 	SAFE.
The 	contract 	grants 	BCS 	the 	right 	to 	terminate 	the 	Agreement 	for
cause 	in 	the 	event 	of 	non-payment 	by SAFE 	and 	the 	right 	to
charge 	a 	Termination 	Fee 	of 	100% 	of 	the 	remaining monthly
charges.
BCS 	agreed 	to 	defer 	billing until 	August, 	2024, 	at 	SAFE's
request, 	because 	SAFE 	represented 	it 	would 	receive 	its 	funding
at 	that 	time. 	BCS 	issued 	its 	first 	invoice 	on August 	1, 	2024.
SAFE 	did 	not 	pay 	that 	invoice 	and, 	despite 	several 	assurances
thereafter, 	made 	no 	payments 	before 	January, 	2025.
In January, 	2025, 	BCS 	sent 	a 	formal 	demand 	for 	payment 	of
the 	outstanding 	balance 	of 	$564,714. 	That 	amount 	remained
unpaid 	and, 	on January 	17, 	2025, 	BCS 	terminated 	the 	contract 	and
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demanded 	full 	payment 	and 	the 	return 	of 	its 	property and
equipment.
Plaintiffs 	filed 	an 	original 	and an 	amended 	complaint 	in
April, 	2025. 	Defendants 	were 	served with 	the 	amended 	complaint
on June 	6, 	2025, 	but 	did 	not 	answer 	within 	21 	days. 	Plaintiff
requested 	entry of 	Default 	on August 	4, 	2025, 	and 	subsequently
filed 	the 	pending motion 	for 	default 	judgment 	in 	the 	amount 	of
$1,178,690.
II. 	Legal 	Standard
Under 	Fed. 	R. 	Civ. 	P. 	55(a)-(b), 	a 	district 	court 	may 	enter
default 	judgment 	when a 	defendant 	has 	failed 	to 	answer 	or
otherwise 	defend 	against 	a 	complaint. 	A final 	entry of 	default
judgment 	requires 	a 	two-step 	process. 	First, 	the 	clerk 	enters 	a
notice 	of 	default. 	Id. 	55(a). 	Then, 	the 	Court 	may 	enter 	default
judgment 	on 	the 	application 	of 	a 	party. 	Id. 	55(b).
Once 	a 	notice 	of 	default 	judgment 	is 	entered under 	Rule
55(a), 	the 	Court 	must 	assume 	that 	all 	well-pled 	factual
allegations 	in 	the 	complaint 	are 	true 	but 	need 	not 	accept 	the
moving 	party's 	legal 	conclusions. 	Meredith 	Springfield Assocs.,
Inc. 	v. 	Puma 	Logistics, 	LLC, 	2018 	WL 	3340370 	(D. 	Mass. 	May 	7,
2018). 	Judgment 	is 	warranted 	if 	1) 	the 	Court 	has 	both personal
and 	subject 	matter 	jurisdiction, 	2) 	the 	allegations 	in 	the
complaint 	state 	a 	cognizable 	claim 	for 	relief 	and 	3) 	those
allegations 	merit 	a 	discernable 	award 	of 	damages. 	Groden v.
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Epstein, 	2024 	WL 	4519724, 	at 	*l 	(D. 	Mass. 	Oct. 	17, 	2024) 	(citing
Ramos-Falcon v. 	Autoridad 	de 	Energia 	Electrica, 	301 	F.3d 	1, 	2
(1st 	Cir. 	2002)).
Unlike 	the 	analysis 	for 	liability, 	courts 	do 	not 	accept 	the
validity 	of 	factual 	allegations 	related 	to 	damages. 	See Au 	Bon
Pain 	Corp. 	v. 	Artect, 	Inc., 	653 	F.2d 	61, 	65 	(2d 	Cir. 	1981).
"The 	court 	must 	ensure 	that 	the 	damages 	awarded 	are 	reasonable
and demonstrated 	by 	the 	evidence." 	Control 	Point 	Assocs. 	v.
Santosuosso, 	2022 	WL 	1175008, 	at 	*2 	(D. 	Mass. 	Apr. 	20,
2022). 	Default 	judgment 	will 	not 	"expose 	a 	defendant 	to
impositions 	not 	properly 	identified before 	the 	entry 	of
default." 	Hooper-Haas 	v. 	Ziegler 	Holdings, 	LLC, 	690 	F.3d, 	40
(1st 	Cir. 	2012). 	Therefore, 	the 	amount 	of 	damages 	awarded by
the 	court 	"must 	not 	differ 	in 	kind 	from, 	or 	exceed 	in 	amount,
what 	is 	demanded 	in 	the 	pleadings." 	Fed. 	R. 	Civ. 	P. 	54(c).
III. 	Analysis
a. Jurisdiction
Before 	allowing 	default 	judgment, 	the 	court 	must 	establish
that 	it 	has 	both 	subject 	matter 	jurisdiction and personal
jurisdiction over 	the 	defendant. 	Groden, 	2024 	WL 	4519724, 	at 	*2.
Federal 	district 	courts 	have 	diversity 	jurisdiction of 	all 	civil
actions 	in which 	the 	matter 	in 	controversy 	exceeds 	$75,000 	and
there 	is 	complete 	diversity 	of 	citizenship. 	28 	U.S.C. 	§1332. 	To
determine 	diversity of 	citizenship when one 	party 	is 	an 	LLC, 	the
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domiciles 	of 	all 	members 	must 	be 	determined. 	See 	Navarro 	Sav.
Ass'n v. 	Lee, 	446 	U.S. 	458, 	461 	(1980).
Here, 	the 	plaintiffs 	allege 	damages 	of 	$1,178,690,
exceeding 	the 	statutory minimum. 	As 	for 	diversity of
citizenship, 	the 	two 	authorized members 	of 	SAFE, 	defendants
Keller 	and 	Hundertmark, 	are 	domiciled 	in 	Florida. 	Plaintiff 	is
incorporated 	and maintains 	its 	principal 	place 	of 	business 	in
Massachusetts, 	making 	it 	a 	citizen 	thereof. 	With 	full 	diversity
and 	the 	amount 	in 	controversy exceeding 	$75,000, 	there 	is
diversity 	jurisdiction.
As 	for 	personal 	jurisdiction, 	under Massachusetts' 	long-arm
statute, 	a 	court 	may 	exercise 	jurisdiction over 	a 	defendant 	who
causes
tortious 	injury 	in 	this 	commonwealth by 	an 	act 	or 	omission
outside 	this 	commonwealth 	if 	. 	[they] 	derived
substantial 	revenue 	from 	goods 	used 	or 	consumed 	or 	services
rendered, 	in 	this 	commonwealth.
M.G.L. 	c. 	223A, 	§3(d). 	Moreover, 	a 	court 	may 	exercise
jurisdiction over 	a 	defendant 	that 	transacts 	business 	in
Massachusetts. 	§3(a).
Here, 	plaintiff 	alleges 	that 	defendants 	derived 	substantial
value 	from 	goods 	and 	services 	from 	their 	alleged 	unjust
enrichment. 	Further, 	plaintiffs 	also 	allege 	a 	breach of
contract 	with a 	Massachusetts 	company. 	Defendant 	has 	been
properly 	served with process 	and 	has 	failed 	to 	answer 	the
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amended 	complaint. 	Thus, 	this 	court 	has 	personal 	jurisdiction
over 	defendants.
b. Cognizable 	Claims
i. 	Count 	One: 	Breach of 	Contract
Plaintiff 	alleges 	that 	defendants 	breached 	their 	contract
by 	failing 	to 	pay 	for 	services 	and 	equipment. 	Plaintiff 	claims
it 	shipped 	desktop 	computers, 	laptops 	and 	other 	hardware 	and
equipment 	to 	SAFE 	after 	they 	were 	ordered 	in May, 	2024.
Further, 	Plaintiff 	alleges 	that 	SAFE 	requested 	email 	migration
services 	worth 	$13,000, 	which plaintiff 	provided. 	Those 	facts,
taken 	as 	admitted, 	demonstrate 	plaintiff's 	performance 	of 	the
contract 	and 	defendant's 	failure 	to 	pay 	for 	that 	performance.
Thus, 	plaintiff 	has 	stated a 	legally 	cognizable 	claim. 1
ii. 	Count 	Three: 	Unjust 	Enrichment
To 	establish unjust 	enrichment, 	plaintiff 	must 	prove 	that
(1) 	it 	conferred a 	measurable 	benefit 	to 	the 	defendant, 	(2) 	it
reasonably 	expected 	compensation 	from 	the 	defendant 	and 	(3) 	the
defendant 	accepted 	the 	benefit 	with 	the 	knowledge, 	actual 	or
chargeable, 	of 	the 	plaintiff's 	reasonable 	expectation. 	Stewart
Title 	Guar. 	Co. 	v. 	Kelly, 	146 	N.E.3d 	1142, 	1151 	(Mass. 	App. 	Ct.
2020) .
1 Because 	the 	parties 	formed a 	valid contract, 	there 	is no need to
consider plaintiff's promissory estoppel 	claim in Count Two.
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Here, 	BCS 	alleges 	that 	defendants 	received 	substantial
benefit 	from 	services 	and 	equipment 	it 	provided 	and 	failed 	to
return 	the 	equipment 	even 	after 	plaintiff 	terminated 	the
contract. 	Plaintiff 	reasonably 	expected 	to 	be 	compensated 	for
its 	contractual 	performance. 	Because 	SAFE 	repeatedly 	assured
plaintiff 	that 	it 	would pay what 	it 	contractually owed,
defendants 	knew 	of 	the 	plaintiff's 	reasonable 	expectation. 	See
Stewart 	Title 	Guar. 	Co., 	146 	N.E.3d at 	1151. 	Thus, 	the
plaintiff's 	complaint 	states 	a 	legally 	cognizable 	claim 	for
unjust 	enrichment.
iii. 	Count 	Four: 	Fraud
To 	establish 	fraud, 	plaintiff 	must 	prove: 	(1) 	defendant
made 	a 	false 	representation 	of 	a 	material 	fact, 	(2) 	with
knowledge 	of 	its 	falsity, 	(3) 	for 	the 	purpose 	of 	inducing 	the
plaintiff 	to 	act 	on 	that 	representation, 	(4) 	that 	the 	plaintiff
reasonably 	relied 	on 	that 	representation as 	true 	and 	(5) 	that
they 	acted 	upon 	it 	to 	their 	damage. 	Commonwealth v . 	Lucas, 	34
N.E.3d 	1242, 	1249 	(Mass. 	2015). 	A misrepresentation 	is 	material
if 	a 	reasonable 	person would 	find 	the 	fact 	important 	in
evaluating 	the 	proposed 	transaction. 	Zimmerman v. 	Kent, 	575
N.E.2d 	70, 	74 	(Mass. 	App. 	Ct. 	1991). 	Plaintiff's 	reliance 	on
the 	misrepresentation must 	be 	reasonable. 	Masingill 	v. 	EMC
Corp., 	870 	N.E.2d 	81, 	89 	(Mass. 	2007).
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Here, 	plaintiff 	alleges 	defendants 	made 	false
representations 	about 	their 	financial 	standing 	and 	imminent
ability 	to 	pay 	for 	services. 	SAFE's 	ability 	to 	pay 	for 	services
was 	material 	to 	the 	making 	of 	the 	contract, 	and 	it 	can be
inferred 	that 	defendants 	made 	misrepresentations 	to 	induce
plaintiff 	to 	contract 	with 	them. 	Plaintiff 	relied on 	the 	false
representation 	and 	entered 	into 	a 	contractual 	relationship 	with
defendants.
As 	for 	the 	reasonableness 	of 	the 	reliance, 	plaintiff 	made
several 	visits 	to 	SAFE's 	facility 	in 	Florida, 	during 	which 	its
representatives 	were 	shown buildings 	that 	SAFE 	intended 	to
acquire 	and 	had 	in depth 	discussions 	about 	how 	to 	outfit 	the
buildings 	for 	SAFE's 	IT 	purposes. 	SAFE's 	deception was
extensive. 	Thus, 	on 	the 	facts 	alleged 	in 	the 	complaint,
plaintiff 	reasonably 	relied 	on 	the 	misrepresentation. 	See
Masingill, 	870 	N.E.2d 	89. 	Finally, 	plaintiff 	alleges 	that 	it
has 	suffered 	financial 	damages 	by 	reliance 	on SAFE's
misrepresentation 	in 	the 	amount 	of 	$1,178,687.
Having met 	all 	five 	elements, 	the 	plaintiff 	has 	stated a
legally 	cognizable 	claim 	for 	fraud.
c. Damages
Plaintiff 	is 	seeking 	damages 	for 	unpaid 	invoices 	and
expenses 	in 	the 	amount 	of 	$564,714. 	It 	also 	seeks 	the 	remaining
amount 	owed 	under 	the 	contract, 	$613,973, 	bringing 	the 	total 	to
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$1,178,687. 	Plaintiff 	also 	requests 	attorneys' 	fees 	in 	the
amount 	of 	$19,243 	and 	$487 	in 	costs. 	Finally, 	plaintiff
requests 	contractually 	obligated 	interest 	on unpaid 	invoices 	of
$70,721. 	In 	total, 	plaintiff 	seeks 	judgment 	in 	the 	amount 	of
$1,268,654.
The 	Court 	may 	establish 	the 	amount 	of 	damages 	due 	to 	the
plaintiff 	based upon 	the 	facts 	of 	record and may 	enter 	judgment
accordingly. 	Pope 	v. 	United 	States, 	323 	U.S. 	1, 	13 	(1944).
Furthermore, 	pursuant 	to 	Fed. 	R. 	Civ. 	P. 	54(d) (2) (A), 	a 	party
can 	recover 	attorneys' 	fees 	in 	a 	default 	judgment 	if 	they 	submit
a 	motion 	for 	attorneys' 	fees.
Here, 	plaintiff 	bases 	its 	claim 	for 	damages 	upon 	what 	is
contractually owed and 	the 	Court 	will 	enter 	judgment
accordingly. 	As 	for 	attorneys' 	fees, 	although 	plaintiff 	made 	a
request 	in 	its 	motion 	for 	default 	judgment, 	it 	did not 	file 	a
specific 	motion 	for 	attorneys' 	fees, 	and 	for 	that 	reason, 	the
request 	will 	be 	denied.
In 	sum, 	the 	Court 	will 	enter 	judgment 	in 	favor 	of 	plaintiff
in 	the 	amount 	requested, 	with 	the 	exception of 	attorneys' 	fees.
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, 	' 	:,
ORDER
For 	the 	foregoing 	reasons, 	plaintiff's 	motion 	for 	default
judgment 	is 	ALLOWED 	and plaintiff 	will 	be 	awarded 	a 	judgment 	as
follows:
for 	previously 	accumulated 	invoices 	and 	expenses 	$ 	564,714
for 	the 	remaining 	amount 	owed 	$ 	613,973
for 	costs 	$ 	487
for 	interest 	on unpaid amounts 	$ 	70,721
in 	total 	$1,249,895
So 	ordered.
Senior United 	States 	District 	Judge
Dated: 	March S , 	2026
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