PROVIDENT HEALTHCARE PARTNERS LLC v. BOSTON LASER EYE INSTITUTE (2026)

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

Boston Laser Eye Institute, P.C. (Boston Laser), and its principal, Dr. Samir Melki (collectively, Boston Laser), appeal from a summary judgment entered for Provident Healthcare Partners, LLC (Provident), on Boston Laser's counterclaims. On appeal, Boston Laser argues that the judge erred in granting summary judgment under the voluntary payment doctrine because (1) Provident engaged in fraud, (2) there was a mutual mistake of fact, and (3) Boston Laser's payment to Provident was not voluntary. We affirm.

Background. We summarize the undisputed facts drawn from the summary judgment record. In 2016, Melki decided to sell his ophthalmology practice, Boston Laser, and contracted with Provident, an investment bank, to act as its financial advisor. Boston Laser and Provident negotiated and entered into a transaction engagement agreement (TEA) that set forth the terms and conditions of the relationship. Each party was represented by counsel. Melki, the then-sole owner and president of Boston Laser, signed the TEA on Boston Laser's behalf after discussing the proposed fee structure with Boston Laser's then-chief executive officer. Under the TEA, Provident agreed to financially advise Boston Laser in its sale to a third party, and Boston Laser agreed to pay Provident a transaction fee upon sale of the company.

The TEA provided that Provident would receive “four percent (4%) of the Aggregate Transaction Value, if the Aggregate Transaction Value is greater than or equal to Fifteen Million Dollars ($15,000,000), or three percent (3%) of the Aggregate Transaction Value, if the Aggregate Transaction Value is less than Fifteen Million Dollars ($15,000,000).” The TEA defined aggregate transaction value as “the consideration received, or to be received, by [Boston Laser].” Consideration could include “without limitation, cash, notes[,] and loans.” Specifically, consideration in the form of promissory notes would “be valued at the present value by applying a discount rate equal to the then prevailing prime rate as quoted in The Wall Street Journal on the Closing Date.”

In 2018, a third party, Eli Global, agreed to purchase substantially all of Boston Laser's assets and entered into an asset purchase agreement (APA) with Boston Laser. The purchase price for the assets included (1) a cash payment at closing of $11.5 million, (2) unsecured promissory notes with a total value of $2.3 million from Eli Global, and (3) rights under an equity equivalence agreement (EEA) valued at $9.2 million, for a total of $23 million.

About one and one-half months before closing, Provident invoiced Boston Laser for its services in the amount of $920,000, four percent of $23 million. Boston Laser did not object to the invoice, and Melki thanked Provident “for an outstanding job.” Six days prior to closing, Provident sent Melki and Boston Laser's counsel a copy of a “funds flow” document showing a valuation of Boston Laser at $23 million. Provident's four percent fee of $920,000 remained the same. Boston Laser paid Provident's $920,000 fee from the closing proceeds with no objection.

In 2021, several years after the closing, Boston Laser sent a formal demand letter to Provident contending that Provident improperly calculated its fee, and requesting a refund of $512,194.82. Provident responded by conceding that it had “inadvertently failed to discount the present value of the promissory note,” as required by the TEA, and offered to settle the dispute for $50,000. Boston Laser rejected Provident's offer.

Provident subsequently filed a complaint in Superior Court in 2021, raising claims for (1) declaratory judgment, (2) violations of G. L. c. 93A, (3) tortious interference with contractual relations, and (4) unjust enrichment. Boston Laser answered and counterclaimed for (1) breach of contract, (2) unjust enrichment, (3) fraud and negligent

misrepresentation, and (4) G. L. c. 93A violations. Relevant to this appeal, Provident pleaded the voluntary payment doctrine as an affirmative defense. The parties cross-moved for summary judgment. The judge, in a thorough and thoughtful decision, determined that the voluntary payment doctrine barred Boston Laser's counterclaims, “all of which are predicated on the alleged overpayment of Provident's fee,” and granted summary judgment for Provident on all of Boston Laser's counterclaims. Specifically, the judge concluded “that Defendants voluntarily paid Provident $920,000 for its work in connection with the sale of Boston Laser's assets. There was no fraud, collusion, or concealment. To the contrary, Defendants knew the basis for the calculation of Provident's fee and paid the fee happily.”²

Discussion. 1. Standard of review. We review a grant of summary judgment de novo, relying on the record before the motion judge. See Lynch v. Crawford, 483 Mass. 631, 641 (2019). “Summary judgment is appropriate where there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law.” Conservation Comm'n of Norton v. Pesa, 488 Mass. 325, 330 (2021). When both parties move for summary judgment, “we view the record in the light most favorable to the party against whom the judge allowed summary judgment,” here, Boston Laser. Marhefka v. Zoning Bd. of Appeals of Sutton, 79 Mass. App. Ct. 515, 516 (2011). Where the party opposing summary judgment bears the burden of proof at trial, as Boston Laser did on its counterclaims, the moving party may prevail “if [it] demonstrates, by reference to material described in Mass. R. Civ. P. 56 (c), [as amended, 436 Mass. 1404 (2002),] unmet by countervailing materials, that the party opposing the motion has no reasonable expectation of proving an essential element of that party's case.” Kourouvacilis v. General Motors Corp., 410 Mass. 706, 716 (1991). “In deciding a motion for summary judgment the court may consider the pleadings, depositions, answers to interrogatories, admissions on file, and affidavits.” Niles v. Huntington Controls, Inc., 92 Mass. App. Ct. 15, 18 (2017).

2. Voluntary payment doctrine. Boston Laser contends that the judge erred in granting summary judgment on its counterclaims under the voluntary payment doctrine. Specifically, Boston Laser argues that whether its payment to Provident was (1) voluntary, (2) made with full knowledge of the facts, and (3) without fraud, concealment, or compulsion are material issues of genuinely disputed fact precluding summary judgment. We are not persuaded.

The Supreme Judicial Court has long held “that money voluntarily paid under a claim of right, with full knowledge of the facts on the part of the one making the payment, cannot be recovered back unless there is fraud or concealment or compulsion by the party enforcing the claim.” Carey v. Fitzpatrick, 301 Mass. 525, 527 (1938). The doctrine applies even if the party who made the payment had no obligation to do so. See Rosenfeld v. Boston Mut. Life Ins. Co., 222 Mass. 284, 289 (1915).

First, Boston Laser voluntarily paid Provident its fee of $920,000. When Boston Laser received Provident's invoice in March 2018, it did not object to the amount charged. Boston Laser admitted to not objecting to the invoice in response to Provident's interrogatories, and Melki, who testified on Boston Laser's behalf in his sworn deposition, conceded that Boston Laser agreed to pay Provident's fee and did so without challenge. Specifically, Melki testified that “[n]obody forced me to pay.” In arguing that payment was involuntary, Boston Laser baldly asserts, with no reference to supporting legal authority, that because Eli Global paid Provident directly from the closing proceeds, Boston Laser did not voluntarily pay Provident. We disagree, and regardless, we need not address arguments unsupported by adequate discussion or citation to legal authority. See S.S. v. S.S., 104 Mass. App. Ct. 633, 639 n.5 (2024). Boston Laser admitted that it paid Provident voluntarily, and there is no evidence in the summary judgment record that Boston Laser's payment was involuntary.

Second, Boston Laser paid Provident with full knowledge of how Provident calculated its fee. Melki received Provident's invoice followed by a “funds flow” document, both of which, Melki testified, clearly showed that Provident was charging Boston Laser a transaction fee of $920,000 and that that amount was four percent of the aggregate transaction value of $23 million. Melki testified that he “didn't pay attention” to the “funds flow” document at the time, but when presented with it at his deposition, he stated that had he opened the document, he would not have alerted Provident to any mistake. Specifically, he would not have informed Provident that the $23 million valuation, which consisted of a $2.3 million in unsecured promissory notes, $11.5 million cash payout, and $9.2 million EEA, was wrong. Melki also would not have contested the $920,000 fee.

Boston Laser argues that “the parties were mistaken as to a fact -- the value of the EEA,” making the voluntary payment doctrine inapplicable here. However, Melki specifically testified that the invoice and “funds flow” document clearly showed how the amount Provident charged was calculated and that, had he reviewed the documents at the time, he would not have informed Provident of any mistake. Moreover, Melki admitted that $9.2 million “was the value at that point in time” of the EEA. There was no mistake of fact here that would undermine the applicability of the voluntary payment doctrine. That Boston Laser may not have thoroughly reviewed or fully understood Provident's fee does not render it a mistake of fact. At the time Boston Laser paid Provident, it knew that the fee was based on a total aggregate value of $23 million and that the EEA was, at the time, valued at $9.2 million.

Third, we find nothing in the record, including the internal e-mail messages on which Boston Laser relies, that shows or suggests that Provident sent its invoice with fraudulent intent or made false representations of material fact. To prove its fraud claim, Boston Laser was required to “establish that [Provident] made a false representation of material fact, with knowledge of its falsity, for the purpose of inducing [Boston Laser] to act on this representation, that [Boston Laser] reasonably relied on the representation as true, and that [it] acted upon it to [its] damage.” Cumis Ins. Soc'y, Inc. v. BJ's Wholesale Club, Inc., 455 Mass. 458, 471 (2009), citing Masingill v. EMC Corp., 449 Mass. 532, 540 (2007).

Boston Laser, through Melki, admitted that it had no evidence that Provident intentionally overcharged it. Melki also testified that the invoice and “funds flow” document clearly disclosed Provident's fee and how it was calculated, including Provident's failure to discount the $2.3 million promissory note to its present value, and that no one forced it to make the payment. Additionally, Melki, then-sole owner and president of Boston Laser, testified that he “didn't pay attention” to the “funds flow” document and could not remember if he reviewed the invoice at the time. Boston Laser's failure to review the information Provident provided or find a conspicuous mistake in any review it did of the invoice, “funds flow” document, or other relevant materials erodes any argument that it justifiably relied on Provident's calculations to the extent they were erroneous. See Collins v. Huculak, 57 Mass. App. Ct. 387, 392 (2003) (“The person claiming justifiable reliance is required to use his senses, and cannot recover if he blindly relies upon a misrepresentation the falsity of which would be patent to him if he utilized his opportunity to make a cursory examination or investigation” [quotation and citation omitted]). The evidence shows that while Provident may have made a mistake in calculating its fee, Provident did not attempt to conceal its calculations. Boston Laser's attempt now to characterize this mistake as fraud is unavailing.

Judgment affirmed.

By the Court (Vuono, Shin & Smyth, JJ.3),

FOOTNOTES

2.   The judge dismissed Provident's declaratory relief claim as moot as well as its other claims for various reasons, none of which are at issue here.