Threatened Termination Fees Push Commercial Contract Dispute Into Chapter 93A Territory

On March 25, 2026, in Thrive Operations, LLC v. Gecko Robotics, Inc., the Massachusetts Superior Court denied Thrive’s motion to dismiss Gecko’s counterclaims, including a claim under Massachusetts General Law Chapter 93A, Section 11, arising from a dispute over managed cybersecurity services and early termination fees (ETFs). From the standpoint of the party accused of violating Chapter 93A, the decision illustrates that a commercial contract dispute may survive a Rule 12(b)(6) challenge where the pleadings plausibly allege the use of contractual leverage in a manner that could be viewed as commercially unfair.

The parties’ relationship was governed by a Master Services Agreement (MSA) and related Service Orders. After providing notice of alleged performance deficiencies — including failure to respond adequately to audit requests, poor trouble-ticket response rates, and inadequate endpoint protection — Gecko purported to terminate the contracts for cause. Thrive rejected that