In Kahoot! AS v. CPDLive Pty Ltd., 2026 U.S. Dist. LEXIS 117781 (D. Mass. May 28, 2026), the district court denied Kahoot!’s motion for leave to amend to add a Chapter 93A claim, holding that the proposed claim was futile because the complaint failed to plausibly allege that the challenged conduct occurred “primarily and substantially” within Massachusetts. This decision emphasizes the strict territorial limitations of Chapter 93A, § 11 and demonstrates that a plaintiff cannot invoke Massachusetts unfair-trade-practice law merely because litigation is pending in Massachusetts or because the defendant has some Massachusetts contacts.
Kahoot!, a Norwegian corporation, sought to add a Chapter 93A claim based on two categories of alleged misconduct: (1) fraudulent inducement into a 2018 trademark coexistence agreement through alleged misrepresentations concerning CPDLive’s first use of its mark in the United States, and (2) alleged misuse of the “Cahoot” trademark in violation of that agreement. The court acknowledged that the proposed fraudulent-inducement claim was sufficiently pleaded under Rule 9(b) and therefore could proceed as a standalone common-law claim. Nevertheless, the court held that those allegations could not support a Chapter 93A claim because the complaint failed to identify any facts showing that the alleged misrepresentations, negotiations, or execution of the coexistence agreement occurred in Massachusetts. The court stressed that where a Chapter 93A claim is based on alleged misrepresentations during contract negotiations, particular attention must be paid to where the negotiations and execution occurred, and Kahoot!’s pleading contained no Massachusetts nexus for that conduct.
The court likewise rejected the trademark-misuse theory as a basis for Chapter 93A liability. Applying the “center of gravity” analysis required under § 11, the court found that Kahoot! had not alleged facts demonstrating that either the allegedly unfair conduct or the resulting injury was centered in Massachusetts. Kahoot! was not alleged to be located in Massachusetts, and although it alleged injury to its goodwill and business reputation, it described that harm only in generalized terms throughout the United States rather than specifically within Massachusetts. The complaint also failed to connect the alleged trademark misuse to Massachusetts-based customers, transactions, or commercial activity. The court emphasized that only the allegedly unfair or deceptive conduct is relevant to the Chapter 93A inquiry; unrelated Massachusetts contacts, including CPDLive’s business relationships with entities such as MIT, do not establish that the challenged conduct occurred primarily and substantially in the Commonwealth.
The decision is notable for defendants because the court rejected Kahoot!’s attempt to rely on facts that were sufficient for personal jurisdiction. Kahoot! argued that the court had previously found substantial Massachusetts contacts when denying a motion to dismiss for lack of personal jurisdiction. The court responded that the personal-jurisdiction analysis and the Chapter 93A “primarily and substantially” analysis are distinct inquiries and that satisfying one does not satisfy the other. Even if Massachusetts had sufficient contacts to support jurisdiction, those contacts did not establish that the alleged unfair acts had their center of gravity in Massachusetts.
The court also highlighted inconsistencies in Kahoot!’s own allegations that undermined the Chapter 93A theory. Kahoot! alleged that CPDLive’s use of its mark in the United States had been minimal and sporadic, supporting a trademark-abandonment theory, while simultaneously arguing that CPDLive’s misuse of the mark occurred primarily and substantially in Massachusetts and caused significant harm. The court viewed those allegations as difficult to reconcile and further evidence that Massachusetts was not the focal point of the alleged misconduct.
For defendants litigating Chapter 93A claims involving interstate or international business disputes, Kahoot! reinforces several important principles: a plaintiff must plead specific facts showing that the alleged unfair conduct – not merely the parties’ business contacts – was centered in Massachusetts; nationwide allegations of harm generally do not satisfy § 11’s territorial requirement; personal jurisdiction does not establish Chapter 93A liability; and courts remain willing to dismiss or deny amendment of Chapter 93A claims at the pleading stage when the complaint fails to establish a Massachusetts-centered “center of gravity.” The decision therefore provides authority for challenging Chapter 93A claims involving foreign parties, multistate conduct, or allegations lacking a clear Massachusetts nexus.
