Nicholas Galakatos v. MARSH & MCLENNAN COMPANIES, INC., d/b/a Marsh

Not for Publication in West's Federal Reporter
United States Court of Appeals
For the First Circuit
No. 25-1282
NICHOLAS GALAKATOS,
Plaintiff, Appellant,
v.
MARSH & MCLENNAN COMPANIES, INC., d/b/a Marsh; MARSH & MCLENNAN
AGENCY LLC, d/b/a Marsh; MARSH PRIVATE CLIENT SERVICES, d/b/a
Marsh; MARSH LLC, d/b/a Marsh; MARSH USA, INC., d/b/a Marsh;
MARSH DOES 1-99, d/b/a Marsh,
Defendants, Appellees.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. Nathaniel M. Gorton, U.S. District Judge]
Before
Montecalvo, Lipez, and Kayatta,
Circuit Judges.
David J. Farrell, Jr., with whom Farrell Smith O'Connell
Aarsheim Aprans LLP was on brief, for appellant.
Jocelyn M. Sher, with whom Christopher J. St. Jeanos, Willkie
Farr & Gallagher LLP, Joshua L. Solomon, and Pollack Solomon Duffy
LLP were on brief, for appellees.
August 21, 2026

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MONTECALVO, Circuit Judge. Nicholas Galakatos filed
this lawsuit against Marsh & McLennan Companies, Inc., Marsh &
McLennan Agency LLC, Marsh Private Client Services, Marsh LLC,
Marsh USA, Inc., and other entities doing business as "Marsh"
(collectively, "Marsh"). Galakatos asserted claims for breach of
contract, negligence, and breach of fiduciary duty related to
Marsh's alleged failure to procure adequate liability insurance
for his assets. The district court dismissed all of the claims,
finding that the complaint failed to state a claim for which relief
could be granted, and Galakatos appealed to this court. For the
reasons stated below, we affirm.
I. Background1
In 2006, Marsh began brokering insurance for Galakatos.
Galakatos contracted with Marsh so that Marsh could "advise [him]
on what insurance products were necessary to protect [Galakatos]
and his assets both in the United States and Greece" and to "place
and procure that insurance for [him]." At some point during their
brokerage relationship, Marsh wrote to Galakatos, stating "[i]n
order for Marsh to thoroughly and appropriately advise you and
eliminate potential gaps in coverage, it is very important that
all your property and liability exposures be identified and
1 At this stage of the litigation, we take the facts from
the complaint and draw all reasonable inferences in Galakatos's
favor. See Holland v. Elevance Health, Inc., 171 F.4th 126, 129
n.2 (1st Cir. 2026).

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disclosed to us, even those for which we may not be providing
coverage." The complaint does not state when this communication
happened.
On September 8, 2018, Galakatos's boat, Galani, which he
had purchased in 2015, collided with another boat while serving as
a monitor for a swimming race in Greece, resulting in personal
injury and property damage claims against Galakatos. Marsh was
notified of the collision and asked to give notice to the
appropriate insurers. Prior to the collision, Marsh had placed
and procured several insurance policies -- which Galakatos
purchased for one-year terms -- that were active at the time of
the collision, including: (1) $10 million excess liability
insurance coverage "anywhere in the world" from American
International Group ("AIG"), purchased February 1, 2018 (the "AIG
policy"); (2) $10 million excess liability insurance coverage from
Bankers Standard Insurance Co. ("Bankers"), purchased April 20,
2018 (the "Bankers policy"); and (3) third party liability and
other marine insurance coverages for Galani, issued by Groupama
and purchased May 14, 2018 (the "Galani Groupama policy").
On October 31, 2018, Marsh contacted Galakatos for an
annual review of his insurance portfolio, although an annual review
had not occurred "in over four years." The next day, Marsh again
told Galakatos that "[i]n order for Marsh to thoroughly and
appropriately advise you and eliminate potential gaps in the

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coverage, it is important that you tell us all your property and
liability exposures, even those for which we may not be providing
coverage."
AIG ultimately denied coverage related to the boat
collision under its excess policy because that policy had not been
added onto the Galani Groupama policy.2
Galakatos later settled the claims with those injured in
the boating accident and incurred costs defending the claims. On
April 29, 2024, Marsh advised Galakatos that Groupama would be
settling his insurance claim under the Galani Groupama policy;
however, the damages covered for personal injuries under that
policy were capped at €50,000 per person. The €50,000 per person
damages amount was less than the amount Galakatos had settled the
claims for.
In May 2024, Galakatos filed this suit against Marsh,
raising claims for breach of contract, negligence, and breach of
fiduciary duty based on Marsh's alleged failure "to place and
procure third party liability insurance for [Galani] for the
2018-2019 term up to $20 million in coverage" through primary and
excess policies. In response to the complaint, Marsh moved to
2 Although the complaint lists the Bankers policy as active
at the time, Galakatos stated in the complaint that he "does not
know the status of his Bankers excess policy." He also is unaware
of any other excess insurance policies that would provide coverage
here.

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dismiss, asserting that Galakatos failed to sufficiently plead a
cause of action and that the claims should be dismissed or
transferred based on the forum-selection clause in an agreement
between the parties that Marsh filed with the motion. Galakatos
opposed the motion and moved to strike documents filed in support
of the motion to dismiss.
The district court granted Marsh's motion to dismiss and
denied Galakatos's motion to strike as moot. It noted that the
parties disagreed about whether New York or Massachusetts law
applied but did not resolve the issue, finding that there was no
material distinction between the two with respect to this dispute.
As to the breach of contract claim, the district court held that
Galakatos failed to "allege any specific provision of the purported
agreement between [Galakatos] and [Marsh] that [Marsh] allegedly
breached," which was fatal to his claim. And, as to Galakatos's
negligence claim, the court found that it was "deficient because
he does not allege that [Marsh] was duty-bound to procure insurance
in the manner [Galakatos] asserts." Lastly, the district court
held that the breach of fiduciary duty claim similarly failed
because Galakatos "d[id] not adequately allege a fiduciary
relationship existed between him and [Marsh]," focusing on the
lack of explanation about "how or why [the parties'] relationship
was longstanding, how [Marsh] held [itself] out as [Galakatos]'s

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advisor[,] or whether consideration was paid for insurance
advice."
Galakatos filed a timely notice of appeal challenging
the district court's decision on the motion to dismiss and the
motion to strike. We address each of Galakatos's claims in turn.
II. Discussion
A. Motion to Dismiss
We review the granting of a motion to dismiss for failure
to state a claim de novo. Holland v. Elevance Health, Inc., 171
F.4th 126, 130 (1st Cir. 2026). In examining the complaint, "we
must accept as true all well-pleaded facts, indulging all
reasonable inferences in [a]ppellant's favor." Id. (cleaned up)
(quoting Rae v. Woburn Pub. Schs., 113 F.4th 86, 98 (1st Cir.
2024), cert. denied, 145 S. Ct. 1431 (2025)). "Our review
'requires that we separate factual allegations from conclusory
ones and then evaluate whether the factual allegations support a
reasonable inference that the defendant is liable for the
misconduct alleged.'" United States ex rel. Flanagan v. Fresenius
Med. Care Holdings, Inc., 142 F.4th 25, 34 (1st Cir. 2025) (quoting
United States ex rel. Zotos v. Town of Hingham, 98 F.4th 339, 343
(1st Cir. 2024)).

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1. Breach of Contract
On the face of the complaint, Massachusetts contract law
applies in this diversity action.3 See Brooks v. AIG SunAmerica
Life Assurance Co., 480 F.3d 579, 586 (1st Cir. 2007). "[T]o state
a viable breach of contract claim under Massachusetts law, [a]
plaintiff[] must prove that a valid, binding contract existed, the
defendant breached the terms of the contract, and the plaintiff[]
sustained damages as a result of the breach." Id. The plaintiff
must also "explain what obligations were imposed on each of the
parties by the alleged contract." Buck v. Am. Airlines, Inc., 476
F.3d 29, 38 (1st Cir. 2007) (quoting Doyle v. Hasbro, Inc., 103
F.3d 186, 195 (1st Cir. 1996)). This means conclusory allegations
that a party breached a contract will not pass muster. Instead,
the complaint must "describe, with substantial certainty, the
specific contractual promise the defendant failed to keep." Alicea
v. Machete Music, 744 F.3d 773, 783 (1st Cir. 2014) (cleaned up)
(quoting Brooks, 480 F.3d at 586).
3 Although Marsh argued in the district court that New York
law applied and filed documents with its motion to dismiss to
support that assertion, Marsh's briefing before us focuses only on
Massachusetts law (although it explicitly does not concede such
law applies). Because the parties' arguments before us and the
complaint itself only point to the application of Massachusetts
law and the dispositive issues can be resolved under that law, we
apply Massachusetts law without deciding whether those additional
documents call for the application of New York law or whether they
can be considered at this stage of the litigation.

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To succeed on his breach of contract claim, Galakatos
must allege that a valid contract exists. But all Galakatos points
to is Marsh's undated statement that "[i]n order for Marsh to
thoroughly and appropriately advise you and eliminate potential
gaps in coverage, it is very important that all your property and
liability exposures be identified and disclosed to us." He then
argues that this statement both establishes the existence of a
contract and that Marsh was obligated under that contract to
eliminate excess gaps in coverage once Galakatos told Marsh about
his ownership of Galani in May 2018. We agree with the district
court that Marsh's statement is insufficient to establish
contractual obligations.
"A valid contract exists where all the essential terms
are 'definite and certain so that the intention of the parties may
be discovered, the nature and extent of their obligations
ascertained, and their rights determined.'" Gattineri v. Wynn MA,
LLC, 63 F.4th 71, 85 (1st Cir. 2023) (quoting Cygan v. Megathlin,
96 N.E.2d 702, 703 (Mass. 1951)). The complaint does not specify
when the statement was made nor how long the alleged obligation
continued. See Doyle, 103 F.3d at 195 (finding the complaint
failed to allege the nature of a contract with any specificity as
"[t]here [was] no presentation of the terms of a contract, its
duration, or even when it was formed"). The undated statement
also does not include any obligatory language, such as stating

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that Marsh "will" or "shall" do anything upon receiving the
necessary information. Although the complaint later states that
"Marsh breached its contract with [Galakatos] to place and procure
adequate third party liability insurance for [Galani] for the
2018-2019 term up to $20 million in coverage by combination of
primary and excess policies," that statement is unsupported by any
facts indicating that Marsh had an obligation to procure such
coverage during that time period. The complaint simply does not
assert a promise that Marsh allegedly breached.
Accordingly, we affirm the dismissal of the breach of
contract claim.
2. Negligence
Under Massachusetts law, "[b]rokers have a duty to
obtain insurance coverage that their client asks them for, but
[brokers] cannot be liable for failing to procure insurance when
there was no intelligible request for [them] to do so." Masonic
Temple Ass'n of Quincy, Inc. v. Patel, 185 N.E.3d 888, 898-99
(Mass. 2022) (citation omitted). Under typical circumstances,
brokers are not expected to act "proactive[ly]" in procuring
insurance. See id. at 899.
Galakatos argues that Marsh owed him a legal duty to
eliminate excess gaps in coverage once he informed Marsh of his
ownership of Galani. However, the complaint merely states that
Galakatos "had identified and disclosed" Galani without alleging

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any insurance requests related to that identification. Just
because Marsh asked for certain information "to thoroughly and
appropriately advise [Galakatos] and eliminate potential gaps in
coverage" does not mean that Galakatos requested Marsh do so once
he informed Marsh of Galani's existence. Accordingly, Galakatos
has not alleged that he "requested relevant insurance" or that
Marsh "ever promised [him] to obtain such insurance." See id. at
900. Thus, we affirm the dismissal of the negligence claim.
3. Breach of Fiduciary Duty
An insurance agent may take on a "greater duty of
investigation, advice, and assistance to an insured" when "special
circumstances" exist between the agent and the insured. Perreault
v. AIS Affinity Ins. Agency of New Eng., Inc., 107 N.E.3d 1222,
1226 (Mass. App. Ct. 2018) (quoting in the second instance McCue
v. Prudential Ins. Co. of Am., 358 N.E.2d 799, 802 (Mass. 1976)).
This more expanded relationship, which, in turn, imposes a
fiduciary duty on the agent, will exist "when the agent holds
[them]self out as an insurance specialist, consultant[,] or
counselor and is receiving compensation for consultation and
advice apart from premiums paid by the assured." Baldwin Crane &
Equip. Corp. v. Riley & Reilly Ins. Agency, Inc., 687 N.E.2d 1267,
1269-70 (Mass. App. Ct. 1997) (quoting Sandbulte v. Farm Bureau
Mut. Ins. Co., 343 N.W.2d 457, 464 (Iowa 1984)). But other factors

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can also create special circumstances indicating an expanded
fiduciary relationship including:
(1) a prolonged business relationship;
(2) the complexity and comprehensiveness of
the customer's coverages; (3) the frequency of
contact between a customer and agent to attend
to the customer's insurance needs; and (4) the
extent to which a customer relies on the
advice of the agent by reason of the
complexity of the policies.
Perreault, 107 N.E.3d at 1227.
Galakatos again asserts that once he informed Marsh of
his ownership of Galani, Marsh had a fiduciary duty to eliminate
gaps based on Marsh's undated statement that formed the basis of
Galakatos's claims here. Galakatos also asserts that Marsh held
itself out as his insurance advisor by stating that it would
"thoroughly and appropriately advise [him]" and eliminate gaps in
coverage and that he relied on Marsh's advice. But for the reasons
described in the breach of contract and negligence discussions,
Marsh's statement -- that "[i]n order for Marsh to thoroughly and
appropriately advise you . . . it is very important that all your
property and liability exposures be identified and disclosed to
us" -- did not amount to an assurance or promise for Marsh to do
anything. And although the complaint alleges that Galakatos relied
on Marsh's "advice," Galakatos does not point to any specific
instance of advice. In particular, Galakatos does not identify
any advice that Marsh provided related to Galani or the insurance

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coverage that would be needed for the boat. Instead, without
explanation, he merely recounts the insurance policies that Marsh
procured for Galakatos. The circumstances leading to the
procurement of these policies are not explained, and no reasonable
inferences can be made about these circumstances from the
bare-bones complaint. Further, although Galakatos was Marsh's
client for over a decade, Galakatos has not alleged that his
insurance needs were particularly complex, that he paid additional
funds for Marsh's advice or any other services beyond simple
insurance brokerage, or that he spoke with Marsh with any
frequency. To the contrary, he alleges that the 2018 communication
about an annual review was the first time he received a
communication about a review in over four years, and he does not
describe any other communications beyond those discussed herein.
For these reasons, Galakatos has not alleged a special
circumstance that would establish Marsh's fiduciary duty.
Accordingly, we affirm the dismissal of the claim for breach of
fiduciary duty.
B. Motion to Strike
The materials submitted alongside the motion to dismiss
that Galakatos moved to strike have no bearing on our decision
dismissing the complaint. See Buck, 476 F.3d at 38 (finding the
exhibits attached to the motion to dismiss did not bear on the
dispositive issue). For this reason, we affirm the district

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court's conclusion that the motion to strike is moot and should be
denied without prejudice.
III. Conclusion
For the foregoing reasons, we affirm the district
court's order granting the motion to dismiss and denying the motion
to strike.

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