Kuwaiti Danish Computer Co. v. Digital Equipment Corp., 438 Mass. 459, 781 N.E.2d 787 (2003).

Through amendment and court interpretation, the Massachusetts Consumer Protection Act, M.G.L. c. 93A, has become a widely available remedy for both commercial and consumer grievances. Chapter 93A, however, limits the reach of the statute in commercial cases to conduct that takes place “primarily and substantially” in Massachusetts. Because the statute provides for both treble damages and attorneys’ fees, out-of-state parties regularly try to expand Chapter 93A to conduct with only tangential contacts with Massachusetts. Kuwaiti Danish Computer Co., a foreign corporation with a contract to deliver a computer system to the University of Kuwait, attempted to negotiate the purchase from Digital’s Washington, D.C. office. At a meeting in Washington, representative of Kuwaiti Danish and Digital’s local office drafted a purchase order for a educational discount price, contingent on corporate approval. When Digital headquarters in Massachusetts reviewed the purchase order, Digital rejected the order because Digital’s educational discounts were only applicable to American institutions. Kuwaiti Danish, disappointed that it had to pay a higher price without the educational discount, sued on a number of grounds, including Chapter 93A. After a trial, the Superior Court found against Digital, ruling that Digital’s conduct occurred primarily in Massachusetts because Digital headquarters in Massachusetts established the policies that were the basis of the purchase order rejection. Digital appealed and the Massachusetts Supreme Judicial Court took direct appellate review. The SJC reversed the decision below, agreeing with NELF that the existence of neutral corporate policies adopted in a Massachusetts corporate headquarters does not constitute conduct “primarily and substantially” in Massachusetts when the parties’ principal dealings with each other occurred outside the Commonwealth.