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Biography

Brian is a corporate associate in our Boston office. He represents both public and private clients in a range of corporate matters, including mergers and acquisitions, private investment fund formation, LP investments and secondaries transactions. He also represents public companies in securities law compliance, public offerings, general disclosure and periodic reporting and governance matters.

While at Boston College Law School, Brian was an editor for the UCC Reporter-Digest and also worked as a student attorney in the Civil Litigation Clinic, representing local tenants in landlord-tenant disputes. Prior to law school, he worked as a special education teacher for the Martha’s Vineyard Public Schools. While in college, Brian served as the student manager for the Boston College Men’s Hockey team.

Education
  • Boston College Law School (J.D.)
  • Boston College (B.A.)
Bar & Court Admissions
  • Massachusetts
Community Engagement
  • ACG Boston Accelerator program (2024)
Client Highlights
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Viewpoints
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SJC Rejects Contractual Liability Waivers for “Willful or Knowing” Violations of Chapter 93A
On January 24, 2022, the Massachusetts Supreme Judicial Court (SJC) issued a unanimous decision directly curtailing the enforceability of limitation of liability provisions in the context of willful or knowing violations of Massachusetts General Law Chapter 93A, Section 11 ("Chapter 93A").  In a decision with potentially significant implications for the Massachusetts business community, the SJC concluded in H1 Lincoln, Inc. v. S. Wash. St., LLC ("Lincoln") that, as a matter of public policy, "limitation of liability provisions will not be enforced to protect defendants who willfully or knowingly engage in the unfair or deceptive conduct prohibited by [Chapter 93A]." 489 Mass. 1, 2-3 (2022). Background The case involved a bitter dispute between a commercial landlord and a tenant who rented property with plans to develop and operate a car dealership. The tenant ultimately brought a Chapter 93A claim and other claims against the landlord (as well as certain other entities named in the lease), after the landlord sought to terminate the lease. In its recent decision, the SJC affirmed the trial judge’s conclusion that the landlord engaged in commercial extortion that amounted to unfair and deceptive conduct in violation of Chapter 93A. Moreover, the Court affirmed the finding that the landlord’s conduct was willful, justifying the award of double damages under the statute’s multiple damages provision for "willful or knowing" violations. The commercial lease at issue, however, contained a limitation of liability provision that purported to waive the landlord’s liability for "any speculative or consequential damages caused by the Landlord’s failure to perform its obligations under [the] Lease." The landlord argued that even if it was otherwise liable for the Chapter 93A damages, the lease’s limitation of liability provision insulated it from such liability and barred the tenant from recovery. But the SJC rejected this argument, deciding instead to establish a hard and fast rule that leaves commercial landlords and other businesses susceptible to multiple damages for what may be found to be willful and knowing violations of Chapter 93A. Parties cannot, under any circumstances, prospectively disclaim such liability. No contractual protection for willful or knowing violations of Chapter 93A As a threshold matter, the SJC determined that "actual" damages available under Chapter 93A are comprised of "all foreseeable and consequential damages arising out of conduct which violates the statute." Lincoln, 489 Mass. at 22. The SJC then turned to the primary issue in the case: the enforceability of limitation of liability provisions in the context of Chapter 93A. First, the SJC rejected the enforceability test developed by the Massachusetts Appeals Court, which drew a distinction between Chapter 93A claims founded on contract theory and those analogous to tort claims. Standard Register Co. v. Bolton-Emerson, Inc., 38 Mass. App. Ct. 545, 549 (1995). Instead, the SJC concluded that enforcement "should be refocused on the policies underlying the statute and the distinctions drawn within the statutory scheme …." Here, the SJC specifically focused on the policies underlying the multiple damages provision in Chapter 93A. Because multiple damages "serve the twin goals of punishment and deterrence," the Court reasoned that allowing a defendant "to immunize itself in advance from liability for unfair or deceptive conduct that is done willfully or knowingly would do violence to the public policy protected by the statute." Accordingly, the SJC held that defendants who commit willful or knowing violations of Chapter 93A are not entitled to contractual protection from liability. Although courts generally avoid interfering with the consensual allocation of risk among commercially sophisticated parties, the Legislature has determined that willful or knowing violations of Chapter 93A must be deterred and punished. According to the SJC, "[t]hat legislative determination controls and may not be overridden by private contractual arrangements." Lincoln, 489 Mass. at 26. The SJC emphasized that this legislative policy applies "even in the fiercely competitive business-to-business marketplace." Id. Remaining uncertainty regarding "relatively innocent violations" of Chapter 93A Although the SJC took a strong position with respect to willful and knowing violations of Chapter 93A, it remains to be seen whether provisions that purport to limit liability for "relatively innocent violations" of Chapter 93A will remain enforceable. The SJC’s decision in Canal Elec. Co. v. Westinghouse Elec. Corp., 406 Mass. 369 (1990) remains the primary case in which the Court enforced a limitation of liability clause in a commercial agreement to bar recovery on a Chapter 93A claim. But many subsequent SJC decisions, now including the Lincolndecision, have limited or qualified much of the analysis in Canal. Instead of broadly protecting the right of commercial parties to allocate risk as they see fit, the SJC has "refocused" its approach to reflect the fundamental principle that a waiver of statutory rights should not be enforced, even if freely negotiated, if to do so "would do violence to the public policy underlying the legislative enactment." Lincoln, 489 Mass. at 25. As it arguably would "do violence to the [underlying] public policy" to allow for the prospective waiver of any Chapter 93A liability (even for "relatively innocent violations" of Chapter 93A), the Lincolndecision may well impact the willingness of Massachusetts courts to give effect to these provisions at all. * * * For more information about this decision or the scope of Chapter 93A liability more generally, please be sure to contact a member of the litigation department at Sullivan.
Sullivan Advises Diversified on Acquisition of Marine Money
Sullivan advised Diversified (formerly Diversified Communications), a global media company connecting businesses through face-to-face events and digital platforms, on its acquisition of Marine Money, a leading brand in ship finance events and publications. The acquisition expands Diversified’s commercial marine portfolio and deepens its presence in the maritime finance sector, further strengthening its platform at the intersection of industry events, content and community. The Sullivan team advising Diversified included Lew Segall, Brian Hurley and Rosa Kim. Read the full press release here.
Brian Hurley Accepted Into the Association for Corporate Growth (ACG) Accelerator Program
Sullivan is pleased to announce that Brian Hurley has been accepted into the Association of Corporate Growth (ACG) Accelerator Program. ACG Accelerator is Boston’s premier leadership development program for rising leaders in the M&A community. The program is a unique experience where participants are able to develop the skills needed to be strong future leaders and jump-start the growth of their networks of M&A peers. Accelerator program qualifications include: Must be in one of the following: private equity or other investor (family office/strategic buyer), investment banking, accounting, lender, attorney or other transactional advisor. 5+ years of experience, or ready to expand their business development activity for the firm. Growing leader in the firm with strong command of their business. Should be involved in sourcing, financing, or executing M&A transactions at closing or pre-closing stage. Brian represents both public and private clients in a range of corporate matters, including mergers and acquisitions, private investment fund formation, LP investments and secondaries transactions. He also represents public companies in securities law compliance, public offerings, general disclosure and periodic reporting and governance matters.

Brian P. Hurley

Biotech Focused On Developing Non-Opioid Therapeutics to Alleviate Pain Announced IPO

Sullivan was issuer's counsel for Chromocell Therapeutics Corporation, a clinical-stage biotech company focused on developing and commercializing new, non-opioid therapeutics to alleviate pain, in their $6.6 million initial public offering of common stock.

The Sullivan team was led by David Danovitch, director of the firm’s Corporate Department, with partners Charles E. Chambers Jr., Aaron Schleicher and associate Brian Hurley. Sullivan has developed a strength in working with entrepreneurial biotech and tech companies in the U.S. and in Israel.

David E. Danovitch, Charles E. Chambers Jr. and Brian P. Hurley