Suffolk Construction Company, Inc. v. Benchmark Mechanical Systems, Inc., et al. (Lawyers Weekly No. 10-125-16)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA, 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us SJC-12020 SUFFOLK CONSTRUCTION COMPANY, INC. vs. BENCHMARK MECHANICAL SYSTEMS, INC., & another.[1] Suffolk. May 2, 2016. – August 12, 2016. Present: Gants, C.J., Spina, Botsford, Duffly, Lenk, & Hines, JJ.[2] Uniform Commercial Code, Secured creditor. Practice, Civil, Motion to dismiss, Summary judgment, Statute of limitations. Subrogation. Indemnity. Unjust Enrichment. Restitution. Limitations, Statute of. Civil action commenced in the Superior Court Department on April 22, 2013. A motion to dismiss was heard by Christine M. Roach, J.; a motion for judgment on the pleadings was heard by her; cross motions for summary judgment were heard by Janet L. Sanders, J.; and entry of separate and final judgment was ordered by Sanders, J. The Supreme Judicial Court granted an application for direct appellate review. Robert Popeo (Paul J. Ricotta with him) for the plaintiff. Mark W. Corner (Peter H. Sutton with him) for Benchmark Mechanical Systems, Inc. Eric P. Magnuson (Nelson G. Apjohn with him) for Reading Co-Operative Bank. SPINA, J. In Reading Co-Operative Bank v. Suffolk Constr. Co., 464 Mass. 543, 551 (2013) (Suffolk I), we held that “G. L. c. 106, §§ 9-405, 9-607, and 9-608, provide a comprehensive scheme” that allowed Reading Co-Operative Bank (bank) to require Suffolk Construction Company, Inc. (Suffolk), to fully perform its obligations under a collateral assignment of payments under a subcontract between Suffolk and Benchmark Mechanical Systems, Inc. (Benchmark), to secure a debt owed by Benchmark to the bank even if the value of the collateral exceeded the amount owed to the bank. After that decision, Suffolk commenced this action to recover the surplus that resulted after the bank applied that collateral to satisfy Benchmark’s debt, plus costs of collection, pursuant to G. L. c. 106, § 9-608.[3] Suffolk’s equitable claims for implied subrogation and implied indemnification were dismissed under Mass. R. Civ. P. 12 (b) (6) and 12 (c), 365 Mass. 754 (1974). Its common-law claims were dismissed as time-barred under Mass. R. Civ. P. 56, 365 Mass. 824 (1974). Suffolk appealed, and we granted its application for direct appellate review. We now hold that Suffolk’s common-law claims are time barred, but it has stated equitable claims to prevent unjust enrichment and a windfall for which relief can be granted. Background. The following facts, taken mostly from Suffolk I, are undisputed. Benchmark assigned […]