In a recent decision from the Massachusetts Appeals Court, the court reaffirmed Chapter 93A’s broad reach in addressing unethical conduct in business dealings—even when those dealings are cloaked in informal, personal relationships.

The case centered on George Wheaton, an elderly homeowner who sold his home to Select Realty Trust for $400,000—far below its assessed value of $817,700. Anna Colletta, a licensed real estate broker, facilitated the transaction after Wheaton’s sister-in-law, who was friends with Colletta, introduced them. After viewing the home, Colletta introduced Wheaton to Select Realty. However, Colletta never disclosed that she was romantically involved with one of Select Realty’s principals, nor that she stood to benefit from future commissions if the property were resold. She also failed to disclose to Wheaton that she was acting on the buyer’s behalf, despite clear evidence—including text messages and interrogatory answers—that Select Realty considered her their agent.

The trial court found that Colletta violated Chapter 93A. Despite her claim that she was simply doing a favor for a friend and had no role in the “business” side of the deal, the court found otherwise.

Despite Colletta’s argument otherwise, the Appeals Court found ample evidence that Colletta was operating in a necessary “business context” to fall within the “trade or commerce” requirement under Chapter 93A because she (i) was a licensed broker acting in her professional capacity, (ii) facilitated a real estate transaction between buyer and seller, (iii) stood to gain financially from the future resale of the property, and (iv) the sale price fell well below the home’s assessed value. Moreover, the court emphasized that unethical omissions—like failing to disclose agency relationships and personal conflicts of interest—constitute actionable misconduct under Chapter 93A. Also weighing on the trial court and Appeals Court’s findings was evidence that Wheaton may have been “failing mentally.” The Appeals Court’s analysis reinforces that Chapter 93A is not limited to outright fraud or misrepresentation; but rather, conduct can be unfair if it is “immoral, unethical, oppressive, or unscrupulous.”

However, the Appeals Court reversed the trial court’s finding that Colletta was acting as a fiduciary and breached a fiduciary duty. The Appeals Court explained that fiduciary duties arise only from special relationships of trust and confidence—something that must be affirmatively proven. Here, Wheaton explicitly rejected having an agent represent him, and he did not pay Colletta for any services. A fiduciary relationship, however, was not necessary for liability under Chapter 93A.

Takeaways for Real Estate Professionals and Consumers

1. Disclosure Is Critical: Brokers must fully disclose whom they represent in any transaction. Hidden agency and other relationships may give rise to Chapter 93A liability—even if there is no formal fiduciary relationship present. When a broker participates in a transaction—even informally—they are still bound by the ethical standards and disclosure duties of their profession
2. Business Context Matters: Even if an individual is not paid or does not have a formal contract, they may still be acting “in trade or commerce” if they are using their professional expertise or license to further a transaction.
3. Chapter 93A Is Broad and Potent: Chapter 93A does not require a breach of contract or fiduciary duty for liability. Ethical lapses and manipulative omissions may be enough.
4. Elder Vulnerability May Heighten Risk: Courts are increasingly sensitive to the exploitation of elderly or impaired individuals. Knowledge of such vulnerabilities may impose a heightened obligation to act transparently and ethically.