Tewksbury Living Group LLC et al v EF Senior Living Management LLC et al

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UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS
___________________________________
)
TEWKSBURY LIVING GROUP, LLC, EC 	)
TEWKSBURY, LLC, and MH TEWKSBURY 	)
OPERATING, LLC, 	)
)
Plaintiffs, 	)
) 	Civil Action
v. 	) 	No. 25-cv-10130-PBS
)
KCP ADVISORY GROUP, LLC and EF 	)
SENIOR LIVING MANAGEMENT, LLC, 	)
)
Defendants. 	)
)
ORDER
February 26, 2026
Saris, J.
This 	civil 	action 	is 	the 	latest 	in 	a 	series 	of 	lawsuits
arising 	from 	the 	receivership 	and 	closure 	of 	Wood 	Haven 	Senior
Living 	(“Wood 	Haven”), 	a 	memory 	care 	assisted 	living 	facility 	in
Tewksbury, Massachusetts. See, e.g., BI 40 LLC v. Tewksbury Living
Grp., LLC, et al., No. 21-cv-11904 (D. Mass. Nov. 24, 2021); Suny
v. BI 40 LLC, et al., No. 22-cv-11005 (D. Mass. June 26, 2022); BI
40 LLC v. Ironshore Specialty Ins. Co., No. 23-cv-10480 (D. Mass.
Mar. 2, 2023); MacAulay v. BI 40 LLC, et al., No. 23-cv-11966 (D.
Mass. 	Aug. 	25, 	2023). 	Plaintiffs 	are 	the 	owners 	and 	operators 	of
Wood Haven that this Court put into receivership in December 2021.
Defendants 	KCP 	Advisory 	Group, 	LLC 	(“KCP”) 	and 	EF 	Senior 	Living
Management, 	LLC 	(“EF”) 	are, 	respectively, 	the 	court-appointed
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receiver 	that 	took 	control 	of 	Plaintiffs’ 	operations 	and 	assets
and 	a 	company 	that 	managed 	day-to-day 	operations 	at 	Wood 	Haven
under KCP’s direction.
Plaintiffs allege in this lawsuit that KCP and EF engaged in
willful misconduct during the course of the receivership that led
to 	Wood 	Haven’s 	closure 	and 	a 	fire 	sale 	of 	its 	assets.
Specifically, 	Plaintiffs 	allege 	that 	KCP 	and 	EF 	fabricated 	a
pretext 	to 	evacuate 	Wood 	Haven, 	failed 	to 	procure 	tail 	insurance
coverage, 	unnecessarily 	relinquished 	Wood 	Haven’s 	operating
license, and sold Wood Haven’s assets at a price below fair market
value. 	Based 	on 	these 	events, 	Plaintiffs 	claim 	that 	KCP 	breached
its 	fiduciary 	duty, 	that 	EF 	aided 	and 	abetted 	that 	breach 	of
fiduciary duty, that KCP and EF engaged in willful misconduct, and
that 	KCP 	and 	EF 	violated 	Massachusetts 	General 	Laws 	Chapter 	93A.
KCP and EF now move to dismiss Plaintiffs’ amended complaint under
Federal Rule of Civil Procedure 12(b)(6), arguing that the claims
against 	them 	are 	barred 	by 	quasi-judicial 	immunity 	and 	that
Plaintiffs have failed to state a plausible claim for relief. See
Doe 	v. 	City 	of 	Boston, 	145 	F.4th 	142, 	149 	(1st 	Cir. 	2025)
(describing standard for motion to dismiss under Rule 12(b)(6)).
The 	First 	Circuit 	recently 	addressed 	KCP’s 	entitlement 	to
quasi-judicial 	immunity 	in 	another 	lawsuit 	arising 	from 	the 	Wood
Haven receivership. See Suny v. KCP Advisory Grp., LLC, 152 F.4th
25, 	26 	(1st 	Cir. 	2025). 	The 	court 	explained 	that 	there 	are 	“two
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recognized 	applications” 	of 	quasi-judicial 	immunity. 	Id. 	at 	30.
First, 	quasi-judicial 	immunity 	protects 	“persons 	who,
‘irrespective 	of 	their 	title, 	perform 	functions 	essentially
similar 	to 	those 	of 	judges 	. 	. 	. 	in 	a 	setting 	similar 	to 	that 	of
a 	court.’” 	Id. 	(alteration 	in 	original) 	(quoting 	Bettencourt 	v.
Bd. 	of 	Registration 	in 	Med., 	904 	F.2d 	772, 	782 	(1st 	Cir. 	1990)).
This 	type 	of 	immunity 	does 	“not 	attach” 	when 	“the 	function
performed 	is 	not 	‘truly 	judicial’” 	or 	when 	the 	relevant 	conduct
was “taken in the complete absence of all jurisdiction.” Id. (first
quoting 	Forrester 	v. 	White, 	484 	U.S. 	219, 	227 	(1988); 	and 	then
quoting 	Mireles 	v. 	Waco, 	502 	U.S. 	9, 	12 	(1991) 	(per 	curiam)).
Second, 	“persons 	who 	‘carr[y] 	out 	the 	orders 	of 	an 	appointing
judge’” 	are 	entitled 	to 	quasi-judicial 	immunity, 	unless 	they
perform 	“acts 	which 	are 	clearly 	outside 	the 	scope 	of 	their
jurisdiction.” 	Id. 	(alteration 	in 	original) 	(quoting 	Cok 	v.
Cosentino, 876 F.2d 1, 3 (1st Cir. 1989) (per curiam)).
The 	First 	Circuit 	then 	assessed 	KCP’s 	argument 	that, 	as 	a
receiver, it was protected by quasi-judicial immunity from claims
that 	it 	engaged 	in 	an 	unlawful 	scheme 	to 	remove 	Wood 	Haven’s
residents from the facility. See id. Applying only the first type
of quasi-judicial immunity, see id., the court asked “whether KCP’s
particular 	acts 	‘relat[ed] 	to 	a 	general 	function 	normally
performed 	by 	a 	judge,’” 	see 	id. 	at 	31 	(quoting 	Mireles, 	502 	U.S.
at 	13). 	The 	court 	found 	that 	KCP’s 	“effort 	to 	remove 	residents
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from an unsafe facility subject to a receivership” was “comparable
to 	a 	court 	exercising 	its 	equitable 	powers 	to 	take 	control 	of 	a
distressed 	asset 	and 	conducting 	an 	analogous 	evacuation 	due 	to
unsafe 	conditions.” 	Id. 	And 	if 	a 	judge 	had 	“order[ed] 	residents
removed from the facility . . . , she would have been immune from
claims related to that act.” Id. The First Circuit thus concluded
that 	the 	claims 	“relate[d] 	to 	a 	judicial 	function” 	and, 	as 	KCP
“did 	not 	act 	absent 	jurisdiction,” 	KCP 	was 	entitled 	to 	quasi-
judicial immunity. Id.
Employing 	the 	mode 	of 	analysis 	laid 	out 	in 	Suny, 	this 	Court
concludes that KCP is also protected by quasi-judicial immunity in
this 	lawsuit 	due 	to 	its 	performance 	of 	judicial 	functions. 	Suny
expressly 	held 	that 	KCP 	is 	immune 	from 	claims 	related 	to 	the
evacuation of residents from Wood Haven. See id. Plaintiffs’ other
allegations against KCP concern its failure to procure insurance,
its relinquishment of Wood Haven’s operating license, and the sale
of Wood Haven’s assets. All these acts relate to KCP’s management
of 	“an 	unsafe 	facility 	subject 	to 	a 	receivership,” 	which 	is 	a
function “comparable to a court exercising its equitable powers to
take control of a distressed asset.” Id. Moreover, this Court “had
the authority to” make orders related to the insurance coverage of
the entities in receivership, to direct the relinquishment of the
operating 	license, 	and 	to 	require 	the 	sale 	of 	the 	receivership
assets. 	Id. 	Had 	the 	Court 	so 	ordered, 	it 	“would 	have 	been 	immune
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from 	claims 	related 	to 	th[ose] 	act[s]” 	performed 	pursuant 	to 	its
judicial authority. Id. Under Suny’s reasoning, then, Plaintiffs’
claims 	in 	this 	lawsuit 	all 	“relate 	to 	a 	judicial 	function,” 	and
Plaintiffs 	do 	not 	contend 	that 	“KCP 	acted 	in 	‘absence 	of 	all
jurisdiction.’” Id. (quoting Mireles, 502 U.S. at 12).
Plaintiffs’ 	arguments 	to 	the 	contrary 	are 	unpersuasive.
Plaintiffs try to distinguish Suny on the basis that they, unlike
the plaintiff in that case, are parties to the receivership action,
but 	nothing 	in 	Suny 	suggests 	that 	this 	distinction 	affects 	the
analysis 	of 	whether 	KCP’s 	acts 	relate 	to 	a 	judicial 	function.
Plaintiffs 	also 	emphasize 	that 	while 	the 	order 	appointing 	KCP 	as
a receiver generally protects KCP from personal liability “for any
actions 	taken 	pursuant 	to 	this 	[o]rder 	or 	carrying 	out 	the
[r]eceiver’s duties,” the order “except[s] . . . claims which arise
from 	the 	willful 	misconduct 	of 	such 	person.” 	Dkt. 	6-1 	¶ 22. 	In
Plaintiffs’ 	view, 	KCP 	must 	be 	subject 	to 	liability 	under 	this
standard. 	The 	same 	point 	could 	have 	been 	made 	in 	Suny, 	however,
and 	the 	First 	Circuit 	did 	not 	indicate 	that 	this 	language 	in 	the
receivership 	order 	created 	an 	exception 	to 	KCP’s 	quasi-judicial
immunity for performing judicial functions. This Court is bound to
apply 	Suny’s 	very 	broad 	understanding 	of 	quasi-judicial 	immunity
for persons performing judicial functions.
EF contends that, as KCP’s agent, it is also protected against
Plaintiffs’ 	claims 	by 	quasi-judicial 	immunity. 	Plaintiffs 	do 	not
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raise 	any 	argument 	specifically 	distinguishing 	between 	KCP’s 	and
EF’s 	entitlements 	to 	quasi-judicial 	immunity 	or 	dispute 	that 	EF
acted 	as 	KCP’s 	agent 	in 	connection 	with 	the 	conduct 	underlying
their claims.1 In any event, courts generally extend a receiver’s
quasi-judicial 	immunity 	to 	its 	agents 	because 	the 	receiver’s
protection “would be meaningless if it could be avoided by simply
suing” 	the 	agents. 	Chua 	v. 	Ekonomou, 	1 	F.4th 	948, 	955 	(11th 	Cir.
2021) (quoting In re DeLorean Motor Co., 991 F.2d 1236, 1241 (6th
Cir. 	1993)); 	see 	Blacktail 	Mountain 	Ranch 	Co. 	v. 	Jonas, 	611 	F.
App’x 430, 431-32 (9th Cir. 2015) (mem.) (applying quasi-judicial
immunity 	to 	a 	receiver’s 	agent); 	Micha 	US 	LLC 	v. 	Benchmark
Healthcare 	Consultants 	LLC, 	No. 	21-12573, 	2022 	WL 	2867183, 	at 	*4
(E.D. 	Mich. 	July 	20, 	2022) 	(same); 	Jonas 	v. 	Jonas, 	No. 	CV 	13-90,
2014 	WL 	978099, 	at 	*16 	(D. 	Mont. 	Mar. 	12, 	2014) 	(same). 	Because
KCP 	is 	entitled 	to 	quasi-judicial 	immunity 	in 	this 	lawsuit 	for
performing judicial functions, EF is too.2
Accordingly, 	KCP 	and 	EF’s 	motion 	to 	dismiss 	(Dkt. 	31) 	is
ALLOWED.
1 	Although 	EF 	began 	to 	work 	at 	Wood 	Haven 	before 	appointment 	of
KCP 	as 	a 	receiver, 	Plaintiffs’ 	claims 	do 	not 	rest 	on 	any 	conduct
undertaken by EF during the pre-receivership period.
2 The Court does not address whether EF would also receive quasi-
judicial 	immunity 	under 	the 	theory 	that 	it 	carried 	out 	judicial
orders.
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SO ORDERED.
/s/ PATTI B. SARIS__________
Hon. Patti B. Saris
United States District Judge
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