TONGDA FRUIT JUICE AND BEVERAGE LIQUAN CO., LTD. & Others v. SONO INTERNATIONAL, LTD. & Others HENGTONG JUICE USA INC. & Others, Defendants-In-Counterclaim.

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule
23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,
as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties
and, therefore, may not fully address the facts of the case or the panel's
decisional rationale. Moreover, such decisions are not circulated to the entire
court and, therefore, represent only the views of the panel that decided the case.
A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,
2008, may be cited for its persuasive value but, because of the limitations noted
above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260
n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

23-P-112

TONGDA FRUIT JUICE AND BEVERAGE LIQUAN CO., LTD. & others1

vs.

SONO INTERNATIONAL, LTD.2 & others;3 HENGTONG JUICE USA INC. &
others,4 defendants-in-counterclaim.

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

This case concerns a business dispute between a group of

affiliated apple juice concentrate producers known as Hengtong5

and a purchaser of Hengtong's products, Steinhauser, Inc.

(Steinhauser). After Steinhauser failed to pay for product

1Shaanxi Hengtong Fruit Juice & Beverage Group Co., Ltd.;
Shaanxi Hengxing Fruit Juice Co., Ltd.; and Gansu Tongda Fruit
Juice & Beverage Co., Ltd.

2 Doing business as Sono Global.

3 Steinhauser, Inc. and Darren Jenkins.

4Binder International GMBH & Co KG, Binder International of
Boston LLC, Peter Chakiris, and Thomas Nothelfer.

5Where the distinction between any of the Hengtong
affiliates is immaterial to our discussion, we refer to all the
Hengtong affiliates interchangeably as "Hengtong."
delivered under various contracts, Hengtong brought suit against

Steinhauser, Steinhauser's parent company, Sono International,

Ltd. (Sono), and a Steinhauser employee named Darren Jenkins.

Steinhauser counterclaimed against Hengtong for civil

conspiracy, aiding and abetting, and violation of G. L. c. 93A.6

A Superior Court judge bifurcated Hengtong's claims from

Steinhauser's counterclaims, and Hengtong's claims proceeded to

a jury-waived trial before another Superior Court judge.7 The

trial judge found Steinhauser and Sono liable for breach of

contract, Sono liable for violation of G. L. c. 109A, and all of

the defendants liable for violation of G. L. c. 93A.

Thereafter, a third Superior Court judge entered summary

judgment in Hengtong's favor on Steinhauser's counterclaims.

After a judgment entered, Steinhauser and Jenkins appealed.8 We

affirm.

6 Steinhauser also asserted claims against several
additional defendants-in-counterclaim, including another
Hengtong affiliate. With the exception of the Hengtong
affiliate, Steinhauser stipulated to the dismissal of its claims
against the additional defendants-in-counterclaim.

7 As we explain, the trial was interrupted by the COVID-19
pandemic. The judge heard some of the testimony in person prior
to the start of the pandemic and some of the testimony by video
months later.

8 Sono did not appeal.

2
1. Background. a. Hengtong's claims. We recite the

following facts as found by the trial judge. See Cummings

Props., LLC v. Hines, 492 Mass. 867, 868 & n.3 (2023).9

Hengtong is a group of Chinese companies that make and sell

apple juice concentrate. Steinhauser, which was acquired by

Sono in 2012, was a Massachusetts-based company that purchased

and sold fruit juice products. Jenkins, a resident and citizen

of the United Kingdom, was a director of Steinhauser and Sono.

Steinhauser mostly dealt in "back-to-back" sales where (1)

a client would reach out to Steinhauser for a certain amount of

product and (2) Steinhauser would negotiate its purchase and

resale of the product at the same time, thereby guaranteeing

that Steinhauser would get paid. For many years, Hengtong was

one of Steinhauser's largest suppliers. However, that

relationship came to an end in 2017 after Steinhauser failed to

pay Hengtong approximately $3.4 million on four contracts for

back-to-back sales that Steinhauser and Hengtong entered into

between November 2016 and January 2017. At trial, there was no

dispute that Steinhauser breached the contracts by not paying

Hengtong. The parties' dispute instead centered on whether

9 The trial judge's decision included over fifty pages of
detailed findings. With one minor exception, which we note,
infra, Steinhauser and Jenkins do not argue that any of those
findings were clearly erroneous.

3
Steinhauser acted unfairly toward Hengtong. Accordingly, we

describe in some detail the manner in which Steinhauser operated

its business.

Beginning in September 2015, Steinhauser funded its

business operations primarily through a $30 million revolving

line of credit from East West Bank (EWB). The line of credit

(EWB loan) contained covenants requiring Steinhauser to receive

EWB's "prior written consent" before making "any loans or

advances," "[i]nvestments," or "transaction[s] with any . . .

[a]ffiliate . . . on terms any less favorable than those which

might be obtained at the time from [p]ersons who are not such an

. . . [a]ffiliate." However, Steinhauser knew that "unless and

until EWB objected and enforced the covenants in the loan

documents, the EWB loan to Steinhauser presented an opportunity

. . . to move cash in related-party transactions" among the

various affiliates of Steinhauser's parent company, Sono.

In 2016, using funds from the EWB loan, Steinhauser began

making prepayments to Sono affiliates for juice products.10

Steinhauser did so to diversify its product base and minimize

10Prepayments in the juice industry are standard. As a
general matter, prepayments are often necessary so that farmers
have funds to plant, harvest, and deliver fruit. Industry
standard calls for buyers and sellers to memorialize prepayment
transactions with written contracts that include terms regarding
delivery deadlines.

4
its reliance on Hengtong. However, Steinhauser also did so

without entering into written contracts or obtaining enforceable

commitments for delivery. In addition, Steinhauser's

prepayments to Sono affiliates were made without EWB's approval,

in violation of the EWB loan covenants. Steinhauser also used

funds from the EWB loan, without EWB's consent and in violation

of the EWB loan covenants, to loan over $2 million to a Sono

affiliate for the purchase of a juice factory in Brazil called

Cajuba (Cajuba loan).11

Even though Steinhauser repeatedly violated the EWB loan

covenants, EWB agreed on multiple occasions to forbear from

seeking full payment. With respect to the Cajuba loan in

particular, EWB informed Steinhauser in early 2017 that it

deemed the investment a violation of the EWB loan covenants.

However, EWB agreed to forbear from seeking full payment on the

conditions, among others, that (1) Steinhauser obtain repayment

of the Cajuba loan by May 30, 2017, and (2) Steinhauser use

those funds to reduce the outstanding principal balance of the

EWB loan by $2.37 million. EWB later extended the May 30, 2017,

deadline to July 31, 2017. Although Steinhauser never obtained

repayment of the Cajuba loan, Steinhauser did reduce the

11Steinhauser initially provided the money as an equity
investment. For purposes of our discussion, we need not dwell
on why and how the investment became a loan.

5
outstanding principal balance of the EWB loan by $2.37 million

shortly after the July 31, 2017 deadline.

By August 2017, Steinhauser (through Jenkins) knew that EWB

would not continue to "forbear for long" and that EWB was likely

to terminate the loan, which would make it impractical for

Steinhauser to stay in business.12 Indeed, faced with

Steinhauser's repeated violations of the EWB loan covenants, EWB

notified Steinhauser on September 12, 2017, that it was

terminating the EWB loan.13 The termination of the EWB loan

spelled Steinhauser's demise.

It is against this backdrop that Hengtong's dispute with

Steinhauser arose. In 2016, Steinhauser began to accrue a

12The trial judge found that Jenkins, specifically, knew
that EWB was likely to terminate the loan and that Jenkins knew
that termination of the loan would make it impractical for
Steinhauser to stay in business. Jenkins testified otherwise,
but the trial judge did not credit that testimony and found that
Jenkins, as an experienced businessperson with full knowledge of
Steinhauser's repeated violations, knew the consequences of
Steinhauser's failure to meet the EWB deadline.

13The trial judge found that Steinhauser's misuse of the
EWB loan "caused termination of that loan." Steinhauser and
Jenkins argue that this finding was clearly erroneous, but it
was supported by an e-mail message from EWB to Steinhauser
stating that EWB would not "be in a position to further amend
the forbearance agreement" if Steinhauser did not replace the
funds used to make the Cajuba loan. Although Steinhauser and
Jenkins point to other evidence, obtained after trial, showing
that EWB cited Steinhauser's weak financial performance as the
official reason for terminating the EWB loan, we cannot say on
the record before us that the judge's finding was clearly
erroneous.

6
large, unpaid balance with Hengtong. Despite Steinhauser's

unpaid balance, Hengtong did not consider withholding contracts

from Steinhauser given their longstanding business relationship.

Thus, from November 2016 to January 2017, Steinhauser and

Hengtong entered into the four contracts for back-to-back sales

mentioned above. At the same time, Hengtong pressed Steinhauser

to pay the overdue amounts, and the two companies entered into

payment plans in January and May 2017 to reduce Steinhauser's

unpaid balance. Based on Steinhauser's representations that it

would pay, Hengtong shipped product to Steinhauser pursuant to

the four back-to-back contracts. Steinhauser's representations

were misleading because (1) Steinhauser's ability to pay

depended on its receipt and sale of the juice products from Sono

affiliates for which Steinhauser had prepaid and (2) receipt of

that product was unrealistic where Steinhauser had not set

enforceable delivery commitments. Because of payment delays,

Hengtong stopped shipping product to Steinhauser in June 2017.

Thereafter, at a time when Steinhauser remained in debt to

Hengtong and Steinhauser's demise was imminent and expected

given the realities of the EWB loan, Steinhauser continued

making prepayments to Sono affiliates. As the trial judge

found, "[t]he supposed justification [for the prepayments] –-

anticipated receipt of product after the growing season –- was

pretextual in a context where Steinhauser's demise was imminent

7
and expected." Rather, the prepayments were intended to defraud

Hengtong.

At all relevant times, Jenkins was the "major decision

maker" for Steinhauser. Although Jenkins resided in the United

Kingdom, he directed Steinhauser's operations through electronic

and oral communications with Steinhauser employees located in

Massachusetts. Among other things, Jenkins directed employees

to (1) make the prepayments to Sono affiliates and (2) enter

into the payment plans with Hengtong.

b. Steinhauser's counterclaims. As noted, Steinhauser

counterclaimed against Hengtong for civil conspiracy, aiding and

abetting, and violation of G. L. c. 93A. These counterclaims

were based on allegations that Hengtong helped a former

Steinhauser consultant, Thomas Nothelfer, and a former

Steinhauser employee, Peter Chakiris, divert business to a

competing business named Binder International of Boston LLC

(Binder).14 Where Steinhauser's counterclaims were dismissed on

summary judgment, we construe the facts from the summary

judgment record in the light most favorable to the nonmoving

party, here Steinhauser. See Cesso v. Todd, 92 Mass. App. Ct.

131, 132 (2017).

14Steinhauser also asserted claims against Nothelfer,
Chakiris, and Binder, but Steinhauser stipulated to the
dismissal of those claims.

8
Nothelfer worked for Steinhauser under a consulting

agreement. Nothelfer served as the president of Steinhauser

until September 6, 2016, and as a consultant until March 31,

2017, when he left the company. Nothelfer's consulting

agreement did not contain any express noncompetition or

nonsolicitation covenants. Chakiris worked for Steinhauser

under an employment agreement until February 28, 2017, when he

left the company. Chakiris's employment agreement included

covenants not to compete with Steinhauser or to solicit

Steinhauser's clients while employed by Steinhauser and for one

year thereafter. However, when Chakiris resigned, Steinhauser

agreed to relieve him of the noncompetition covenant and to

amend the nonsolicitation covenant. As amended, the

nonsolicitation covenant prohibited Chakiris only from

soliciting certain clients for six months. After leaving

Steinhauser, Nothelfer and Chakiris both worked for Binder.

In December 2016, while Nothelfer and Chakiris were working

for Steinhauser, Nothelfer learned that one of Steinhauser's

clients wanted to make a large purchase of Hengtong's products

through Steinhauser. Nothelfer provided this information to

Binder so that Binder could make an offer for the client to

purchase the product through Binder instead. Nothelfer also

arranged a meeting with Hengtong "to explain everything . . . in

the quiet." After Nothelfer met with Hengtong, Hengtong

9
conveyed to the client a preference for working with Binder, and

the client placed its order through Binder.

In March 2017, while Nothelfer was still consulting for

Steinhauser but after Chakiris had left, Nothelfer obtained

information regarding an offer that Steinhauser was making to

another client. Nothelfer gave the information to Chakiris, who

reverse engineered the offer so that Binder could make a lower

offer of its own. Again, Hengtong supported Binder's offer, and

the client placed its order through Binder.

2. Discussion. a. Bifurcation. First, we review the

decision to bifurcate Hengtong's claims from Steinhauser's

counterclaims. Reviewing for abuse of discretion, see Cambridge

Trust Co. v. Commercial Union Ins. Co., 32 Mass. App. Ct. 561,

565 (1992), we discern none. Rule 42 (b) of the Massachusetts

Rules of Civil Procedure permits judges to order separate trials

"in furtherance of convenience or to avoid prejudice, or when

separate trials will be conducive to expedition and economy."

Mass. R. Civ. P. 42 (b), as amended, 423 Mass. 1402 (1996).

Here, the claims and counterclaims related to different

commercial transactions. Hengtong's claims concerned

Steinhauser's decision to funnel money to various Sono

affiliates instead of paying Hengtong for product that

Steinhauser had already received. Steinhauser's counterclaims

concerned Hengtong's decision to stop selling product to

10
Steinhauser and, instead, to start selling the same product to

Binder. In this context, the claims and counterclaims involved

different evidence, and bifurcation was within "the range of

reasonable alternatives." L.L. v. Commonwealth, 470 Mass. 169,

185 n.27 (2014).

Steinhauser and Jenkins argue prejudice resulting from the

bifurcation -- i.e. that they should have been able to introduce

evidence at trial showing that Steinhauser was still trying to

win contracts in late 2016 and early 2017 and that Hengtong

improperly diverted that business to Binder. Steinhauser and

Jenkins suggest that this evidence related to whether both

Steinhauser and Hengtong knew or should have known that

Steinhauser would be unable to pay pursuant to the payment

plans. The argument is unpersuasive because it assumes that

Steinhauser would have been able to pay had it won the

contracts. As the trial judge found, however, Steinhauser's

ability to pay hinged on its receipt and resale of the juice

products from Sono affiliates for which Steinhauser had prepaid.

That finding is supported by the record and we thus discern no

error.

b. COVID-19 pandemic. Second, we review the decision to

hold some of the trial by video, and briefly describe the

timeline of events leading up to that decision. On March 5 and

13, 2020, the trial judge heard the direct examination of

11
Hengtong's main witness and part of his cross-examination in

person. Then, the COVID-19 pandemic closed the courts and the

trial was suspended. The trial judge initially waited to see if

the trial could be resumed in person. By June 2020, it still

was not possible for the parties to hold the trial in person,

and Hengtong presented the remainder of its case-in-chief in

June and July 2020 via video. However, because all of the

defendants -- Steinhauser, Sono, and Jenkins -- objected to

proceeding by video, the trial judge waited an additional four

months, until October 2020, before requiring Steinhauser, Sono,

and Jenkins to present their defense by video.

By the time the trial judge required Steinhauser, Sono, and

Jenkins to proceed by video, an order of the Supreme Judicial

Court explicitly permitted "[c]ivil bench trials [to] be

conducted virtually in the discretion of the judge." See Third

Updated Order Regarding Court Operations Under the Exigent

Circumstances Created by the COVID-19 (Coronavirus) Pandemic,

No. OE-144 (June 24, 2020), https://www.mass.gov/doc/repealed-

sjc-third-updated-order-regarding-court-operations-under-the-

exigent-circumstances/download [https://perma.cc/5K7R-27AT]. In

light of the timeline of events described above, we discern no

abuse of the trial judge's discretion. Rather, it is evident

that the trial judge proceeded cautiously and resorted to

holding the remainder of the trial by video only after there had

12
been a significant delay. As the trial judge explained, waiting

to resume the trial in person would have "provide[d] little or

no benefit and would [have] [led] to a delay of unknown, but

undoubtedly great, length."15

c. Violation of G. L. c. 93A. Next, Jenkins argues that

the trial judge erred in finding him liable under G. L. c. 93A,

§ 11 because "the actions and transactions constituting . . .

the unfair or deceptive act or practice" did not meet § 11's

requirement of occurring "primarily and substantially" in

Massachusetts.16 We disagree.

15Steinhauser and Jenkins argue that the hybrid approach
was fundamentally unfair because the judge benefited from
hearing Hengtong's main witness in person but did not hear any
of the defendants' witnesses in person. However, the trial
judge stated that he "saw no material advantage, if any at all,
in judging credibility or assessing demeanor through live remote
testimony in this case." See Vazquez Diaz v. Commonwealth, 487
Mass. 336, 342 (2021) ("Although generally not preferable, with
today's video conferencing technology, a virtual hearing can
approximate a live physical hearing in ways that it could not
previously"). The trial judge further stated that any advantage
to hearing the in-person testimony had "dissipated" during the
delay in the proceedings. The trial judge explained that, given
the delay, he reviewed the recording of in-person testimony and
that the recording was fresher in the judge's mind than the in-
person testimony. The trial judge's reasoning and his review of
the in-person testimony reflect a thoughtful approach to
unprecedented circumstances.

16Whether conduct rises to the level of a G. L. c. 93A
violation and whether the circumstances that gave rise to a
c. 93A claim occurred primarily and substantially in
Massachusetts are questions of law. See H1 Lincoln, Inc. v.
South Washington St., LLC, 489 Mass. 1, 14 (2022); Kuwaiti
Danish Computer Co. v. Digital Equip. Corp., 438 Mass. 459, 470

13
As detailed in the trial judge's comprehensive findings,

Jenkins, as Steinhauser's "major decision maker," controlled a

course of action whereby Steinhauser (1) made prepayments to

Sono affiliates on lax conditions that jeopardized Steinhauser's

timely receipt of product and the EWB loan, (2) entered into

payment plans with Hengtong without disclosing that

Steinhauser's ability to pay depended on receiving product from

Sono affiliates, which was unlikely, and (3) when everything

inevitably came crashing down, continued making prepayments to

Sono affiliates instead of paying Hengtong. Hengtong, which was

unaware of Steinhauser's financial distress, shipped product to

Steinhauser in reliance on the payment plans. Jenkins's

conduct, at the very least, was akin to the sort of "stringing

along" conduct that has been found actionable under G. L.

c. 93A. See Connor v. Marriott Int'l Inc., 103 Mass. App. Ct.

828, 835 (2024).

As to whether "the actions and transactions constituting

. . . the unfair or deceptive act or practice occurred primarily

and substantially" in Massachusetts, G. L. c. 93A, § 11, the

test does not turn on any specific factor, see Kuwaiti Danish

(2003). We accept the trial judge's subsidiary factual findings
absent clear error but review the ultimate legal conclusions de
novo. See H1 Lincoln, Inc., supra at 13-14; Kuwaiti Danish
Computer Co., supra.

14
Computer Co. v. Digital Equip. Corp., 438 Mass. 459, 473 (2003).

Rather, "a judge should, after making findings of fact, and

after considering those findings in the context of the entire

§ 11 claim, determine whether the center of gravity of the

circumstances that give rise to the claim is primarily and

substantially within the Commonwealth." Id. We focus on the

context of the entire claim, not just on where the actions and

transactions complained about occurred. See Auto Shine Car Wash

Sys., Inc. v. Nice 'N Clean Car Wash, Inc., 58 Mass. App. Ct.

685, 689 (2003).

In arguing that the center of gravity of the circumstances

is not primarily and substantially in Massachusetts, Jenkins

notes that he is a resident and citizen of the United Kingdom

who never visited Massachusetts in connection with the four

contracts at issue. This narrow argument focuses on Jenkins's

location without addressing the fact that Jenkins orchestrated

an unfair scheme that was carried out, at his direction, in

Massachusetts. See Makino, U.S.A., Inc. v. Metlife Capital

Credit Corp., 25 Mass. App. Ct. 302, 311 (1988) (argument

improperly looked at one act of deception in isolation).

Jenkins did so by directing employees who were working in

Massachusetts for a Massachusetts-based company to take actions

in Massachusetts. Thus, despite Jenkins's location in the

United Kingdom, the "center of gravity of the circumstances that

15
give rise to the claim is primarily and substantially" in

Massachusetts. Kuwaiti Danish Computer Co., 438 Mass. at 473.

Contrast Bushkin Assocs., Inc. v. Raytheon Co., 393 Mass. 622,

638 (1985) ("alleged representations made during a telephone

call or calls" between corporate officer of defendant in

Massachusetts and plaintiff in New York did not occur primarily

in Massachusetts within meaning of c. 93A).

d. Summary judgment. Lastly, Steinhauser argues error in

the dismissal of its counterclaims against Hengtong on summary

judgment. As noted, Steinhauser's counterclaims were based on

the idea that Hengtong, in supporting Binder's offers, assisted

Nothelfer and Chakiris in violating fiduciary duties owed to

Steinhauser.17 To defeat summary judgment on these claims,

Steinhauser had to point to some evidence in the record showing

17It is undisputed that Hengtong did not have an
exclusivity agreement with Steinhauser and, ordinarily, would
have been free to sell its products through any company of its
choosing. Thus, whether Hengtong engaged in wrongdoing turns on
whether Nothelfer and Chakiris owed any fiduciary duty to
Steinhauser and whether Hengtong participated in a civil
conspiracy or aided and abetted Nothelfer and Chakiris in
breaching their fiduciary duties when they solicited clients to
purchase Hengtong's products through Binder instead of
Steinhauser. At least with respect to Nothelfer, who ceased
being Steinhauser's president in September 2016 and who worked
pursuant to a consulting agreement that did not include any
noncompetition or nonsolicitation provisions, we express doubt
that he owed any fiduciary duty to Steinhauser at the time of
the alleged wrongdoing. Regardless, we assume for purposes of
our review that Nothelfer did owe such a duty to Steinhauser.

16
that, among other things, Hengtong had "specific knowledge" of

the alleged wrongdoing on the part of Nothelfer and Chakiris.

Kyte v. Philip Morris Inc., 408 Mass. 162, 168-169 (1990).

Evidence showing that Hengtong had a "general awareness" that

Nothelfer and Chakiris may have been violating fiduciary duties

owed to Steinhauser is insufficient to defeat summary judgment.

Id. See Baker v. Wilmer Cutler Pickering Hale & Dorr LLP, 91

Mass. App. Ct. 835, 847-848 (2017) (claims for civil conspiracy

and aiding and abetting breach of fiduciary duty require showing

that defendant knew of breach).

Here, the summary judgment record does not contain evidence

from which one could reasonably infer that Hengtong had specific

knowledge of any fiduciary duties that Nothelfer and Chakiris

were violating in December 2016 and March 2017. The evidence

showed that (1) Nothelfer did not disclose to Hengtong any of

the terms of his consulting agreement with Steinhauser and (2)

while Chakiris eventually told Hengtong that he could not "talk

to certain customers,"18 he did not disclose that, more

generally, he could not solicit certain clients. In arguing

that Hengtong's knowledge was greater than this, Steinhauser

points to e-mail messages from Nothelfer to Hengtong in January

The record is unclear as to precisely when this
18

disclosure occurred, but it occurred sometime after Chakiris
started working for Binder.

17
and February 2017 saying that he was "[n]ot released so far from

Steinhauser" and asking Hengtong to communicate with him about

Binder business through "private" e-mail only. Even reading

these e-mail messages in the light most favorable to

Steinhauser, they do not demonstrate that Hengtong knew

Nothelfer had a fiduciary duty to Steinhauser, much less that

Hengtong knew it was breaching any such duty. Steinhauser also

points to evidence that a Hengtong representative received

commissions on the contracts with Binder but does not explain

how this demonstrates Hengtong's knowledge that Nothelfer or

Chakiris were violating any fiduciary duty owed to Steinhauser.

We conclude that Steinhauser's claims were properly

dismissed on summary judgment where the facts, construed in the

light most favorable to Steinhauser, do not show that Hengtong

had specific knowledge that either Nothelfer or Chakiris was

violating any fiduciary duty owed to Steinhauser, and where

Steinhauser's claim for violation of G. L. c. 93A was wholly

18
derivative of its claims for civil conspiracy and aiding and

abetting.19

Judgment affirmed.

By the Court (Milkey,
Neyman & Hershfang, JJ.20),

Clerk

Entered: July 26, 2024.

19Hengtong requests attorney's fees incurred in connection
with this appeal and is entitled to an appropriate share of its
fees pursuant to G. L. c. 93A, § 11. Hengtong shall file a
verified and itemized application for such fees and costs within
fourteen days of the date of this decision, and Steinhauser and
Jenkins will have fourteen days thereafter in which to file any
opposition to the amounts requested. See Fabre v. Walton, 441
Mass. 9, 10-11 (2004).

20 The panelists are listed in order of seniority.

19