Massachusetts State Court Counterclaim & Cross-Claim

DEFENDANT'S COUNTERCLAIM AND CROSS-CLAIM

Commonwealth of Massachusetts — Superior Court Department

IMPORTANT INSTRUCTIONS FOR ATTORNEYS

1. Replace every bracketed placeholder with case-specific information.
2. COMPULSORY counterclaims — Mass. R. Civ. P. 13(a). A pleading "shall state as a counterclaim any claim for relief the court has power to give" that the pleader has against an opposing party "if it arises out of the transaction or occurrence that is the subject matter of the opposing party's claim." A compulsory counterclaim not asserted is generally barred. Exceptions in Rule 13(a) include: (1) the claim was already the subject of another pending action when the action commenced; (2) the opposing party sued by attachment/process not establishing personal jurisdiction and the pleader asserts no Rule 13 counterclaim; and (3) claims based on property damage arising out of a collision, personal injury (including consequential damages), or death.
3. PERMISSIVE counterclaims — Mass. R. Civ. P. 13(b). A pleading "may state as a counterclaim any claim against an opposing party," whether or not it arises out of the same transaction.
4. Cross-claim — Mass. R. Civ. P. 13(g). A cross-claim against a co-party must arise out of the transaction or occurrence that is the subject matter of the original action or of a counterclaim, or relate to property that is the subject matter of the original action. It may include claims that the co-party is or may be liable to the cross-claimant for all or part of a claim asserted against the cross-claimant (indemnity/contribution).
5. Time to serve — Mass. R. Civ. P. 12(a). A defendant serves the Answer (with any counterclaim/cross-claim) within 20 days after service of the summons and complaint, unless extended. A reply to a counterclaim denominated as such is served within 20 days after service of the counterclaim. Mass. R. Civ. P. 12(a).
6. Joinder — Mass. R. Civ. P. 13(h). Persons other than those made parties to the original action may be made parties to a counterclaim or cross-claim under Rules 19 and 20.
7. Land Court limitation. In Land Court registration/confirmation (G.L. c. 185) and tax-title foreclosure (G.L. c. 60) actions, no counterclaim under Rule 13(a) or (b) may be asserted except by leave of court.
8. Remove all instructional notes before filing.

CAPTION

COMMONWEALTH OF MASSACHUSETTS

[COUNTY NAME], ss.      SUPERIOR COURT DEPARTMENT

CIVIL ACTION NO. [____________]

DEFENDANT'S ANSWER COUNTERCLAIM AND CROSS-CLAIM

Defendant [DEFENDANT NAME] ("Plaintiff-in-Counterclaim"), by and through undersigned counsel, and pursuant to Mass. R. Civ. P. 13, asserts the following Counterclaim against Plaintiff [PLAINTIFF NAME] ("Defendant-in-Counterclaim") and the following Cross-Claim against Co-Defendant [CO-DEFENDANT NAME] ("Defendant-in-Cross-Claim"), and states as follows:

I. PARTIES

1. Plaintiff-in-Counterclaim [DEFENDANT NAME] is, and at all relevant times was, a [individual / corporation / LLC] with a [residence / principal place of business] at [____________], [City], [County], Massachusetts.

2. Defendant-in-Counterclaim [PLAINTIFF NAME] is the Plaintiff in this action and is, and at all relevant times was, a [individual / corporation / LLC] with a [residence / principal place of business] at [____________].

3. Defendant-in-Cross-Claim [CO-DEFENDANT NAME] is a co-Defendant in this action and is, and at all relevant times was, a [individual / corporation / LLC] with a [residence / principal place of business] at [____________].

4. Classification. The counterclaim(s) asserted below are:

☐ Compulsory under Mass. R. Civ. P. 13(a) because they arise out of the transaction or occurrence that is the subject matter of Plaintiff's claim.

☐ Permissive under Mass. R. Civ. P. 13(b) because they do not arise out of the same transaction or occurrence.

II. JURISDICTION AND VENUE

5. This Court has subject-matter jurisdiction over this Counterclaim and Cross-Claim, which are ancillary to the pending civil action and within the jurisdiction of the Superior Court Department.

6. Venue is proper in this Court under G.L. c. 223, § 1 et seq. because [the original action is pending here / a party lives or has a usual place of business in this county / the cause of action arose here].

7. This Court has personal jurisdiction over the Defendant-in-Counterclaim and the Defendant-in-Cross-Claim, each of whom [resides or transacts business in the Commonwealth / has appeared in this action].

III. FACTUAL ALLEGATIONS

8. On or about [__/__/____], the Plaintiff-in-Counterclaim and the Defendant-in-Counterclaim [entered into / engaged in] [describe the agreement, relationship, or transaction].

9. [State the operative facts, numbered separately. Add as many paragraphs as needed.]

10. [____________]

11. [____________]

12. The Defendant-in-Counterclaim breached its obligations and/or engaged in wrongful conduct that has damaged the Plaintiff-in-Counterclaim, as set out below.

13. With respect to the Cross-Claim, the Defendant-in-Cross-Claim [describe the co-party's role in the same transaction or occurrence, or the relationship giving rise to indemnity/contribution].

IV. COUNTERCLAIM — COUNT I: BREACH OF CONTRACT (Against Defendant-in-Counterclaim)

14. The Plaintiff-in-Counterclaim re-alleges and incorporates Paragraphs 1 through 13 as though fully set forth herein.

15. The Plaintiff-in-Counterclaim and the Defendant-in-Counterclaim entered into a valid and enforceable contract, the [Contract Name / Agreement] dated [__/__/____] (a true and correct copy of which is attached as Exhibit A and incorporated by reference).

16. The Plaintiff-in-Counterclaim performed all of its obligations under the Agreement, or was excused from performance.

17. The Defendant-in-Counterclaim materially breached the Agreement by [describe the breach].

18. As a direct and proximate result, the Plaintiff-in-Counterclaim has suffered damages in an amount to be proven at trial but not less than $[____________], together with interest, costs, and other relief permitted by law.

V. COUNTERCLAIM — COUNT II: UNJUST ENRICHMENT / QUANTUM MERUIT (Against Defendant-in-Counterclaim)

19. The Plaintiff-in-Counterclaim re-alleges and incorporates Paragraphs 1 through 18 as though fully set forth herein.

20. The Plaintiff-in-Counterclaim conferred a benefit upon the Defendant-in-Counterclaim, namely [describe benefit — money, goods, services, or property].

21. The Defendant-in-Counterclaim accepted and retained that benefit with knowledge and appreciation of it.

22. Under the circumstances, it would be inequitable for the Defendant-in-Counterclaim to retain the benefit without paying its reasonable value.

23. The Plaintiff-in-Counterclaim is entitled to recover the reasonable value of the benefit conferred, in an amount to be proven at trial but not less than $[____________].

VI. COUNTERCLAIM — COUNT III: [OTHER CLAIM] (Against Defendant-in-Counterclaim)

24. The Plaintiff-in-Counterclaim re-alleges and incorporates Paragraphs 1 through 23 as though fully set forth herein.

25. [State the elements and supporting facts — e.g., fraud/misrepresentation, conversion, breach of the implied covenant of good faith and fair dealing, or a claim under G.L. c. 93A for unfair or deceptive trade practices.]

26. [____________]

27. As a direct and proximate result, the Plaintiff-in-Counterclaim has been damaged in an amount to be proven at trial but not less than $[____________].

VII. CROSS-CLAIM AGAINST CO-DEFENDANT (Pursuant to Mass. R. Civ. P. 13(g))

28. The Cross-Claimant re-alleges and incorporates Paragraphs 1 through 27 as though fully set forth herein.

29. Pursuant to Mass. R. Civ. P. 13(g), the Cross-Claimant asserts this Cross-Claim against the Defendant-in-Cross-Claim [CO-DEFENDANT NAME] because the claim arises out of the transaction or occurrence that is the subject matter of the original action [and/or of a counterclaim therein] [and/or relates to property that is the subject matter of the original action].

Count IV — Indemnification (Against Defendant-in-Cross-Claim)

30. By reason of [the parties' agreement / their respective roles in the underlying events / operation of law], if the Plaintiff-in-Counterclaim is held liable to the Plaintiff on the Complaint, such liability is attributable to the conduct of the Defendant-in-Cross-Claim, who is obligated to indemnify the Cross-Claimant for all or part of any judgment, together with costs and attorneys' fees.

Count V — Contribution (Against Defendant-in-Cross-Claim)

31. In the alternative, if the Cross-Claimant and the Defendant-in-Cross-Claim are determined to be jointly liable to the Plaintiff as joint tortfeasors, the Cross-Claimant is entitled to contribution under G.L. c. 231B for the Defendant-in-Cross-Claim's proportionate share of any common liability.

Count VI — [Direct Claim Against Co-Defendant, if any]

32. [State any independent claim the Cross-Claimant has against the Defendant-in-Cross-Claim arising from the same transaction or occurrence — e.g., breach of a subcontract or other agreement, negligence — with supporting facts.]

33. As a result, the Cross-Claimant has been or will be damaged in an amount to be proven at trial.

VIII. DEMAND FOR JURY TRIAL

(Select one — Mass. R. Civ. P. 38)

☐ The Plaintiff-in-Counterclaim / Cross-Claimant demands a trial by jury on all issues so triable.

☐ The Plaintiff-in-Counterclaim / Cross-Claimant does not demand a jury trial.

IX. PRAYER FOR RELIEF

WHEREFORE, the Plaintiff-in-Counterclaim / Cross-Claimant respectfully requests that this Honorable Court:

A. Enter judgment in favor of the Plaintiff-in-Counterclaim and against the Defendant-in-Counterclaim on each Count of the Counterclaim;

B. Award compensatory damages in an amount to be proven at trial but not less than $[____________];

C. Enter judgment in favor of the Cross-Claimant and against the Defendant-in-Cross-Claim on the Cross-Claim, including indemnification and/or contribution for all or part of any judgment entered against the Plaintiff-in-Counterclaim;

D. Award multiple damages and attorneys' fees where authorized (e.g., G.L. c. 93A), and pre- and post-judgment interest as permitted by G.L. c. 231, §§ 6B, 6C;

E. Award costs of suit; and

F. Grant such other and further relief as this Court deems just and proper.

SIGNATURE BLOCK

Respectfully submitted,

[DEFENDANT / PLAINTIFF-IN-COUNTERCLAIM NAME],
By its attorney,

________________________________________
[ATTORNEY NAME], Esq.
BBO No. [____________]
[FIRM NAME]
[STREET ADDRESS]
[CITY], Massachusetts [ZIP]
Telephone: [____________]
Email: [____________]

Date: [__/__/____]

CERTIFICATE OF SERVICE

I, [ATTORNEY NAME], hereby certify that on this [____] day of [____________], [____], I served a copy of the foregoing Counterclaim and Cross-Claim upon all parties of record (and upon any newly joined party in the manner provided for original process), in accordance with Mass. R. Civ. P. 5, by:

☐ Electronic service / eFileMA

☐ First-class mail, postage prepaid

☐ Hand delivery

☐ Email (with consent of the recipient)

addressed as follows:

[DEFENDANT-IN-COUNTERCLAIM'S COUNSEL — NAME, FIRM, ADDRESS, EMAIL]

[DEFENDANT-IN-CROSS-CLAIM / NEWLY JOINED PARTY — NAME, ADDRESS, EMAIL]

________________________________________
[ATTORNEY NAME], Esq.

MASSACHUSETTS PRACTICE NOTES

• Compulsory vs. permissive. Massachusetts, like the federal rule, distinguishes compulsory counterclaims (Rule 13(a) — same transaction/occurrence; barred if not asserted) from permissive counterclaims (Rule 13(b) — any other claim). Identify each counterclaim correctly; a compulsory counterclaim omitted from the Answer is generally lost.
• Tort/collision exception. Rule 13(a)(3) makes a counterclaim permissive (not compulsory) where it is based on property damage from a collision, personal injury (including consequential damages), or death — an important Massachusetts-specific carve-out.
• Cross-claim transactional limit. A Rule 13(g) cross-claim against a co-party must arise from the same transaction or occurrence as the original action or a counterclaim, or relate to property at issue; indemnity and contribution claims are expressly permitted.
• Court department. The Superior Court Department hears civil actions (typically with $50,000+ in damages reasonably likely); the District Court / Boston Municipal Court Departments hear smaller matters. The Massachusetts Rules of Civil Procedure govern all departments since 2008. Confirm the correct department and venue before filing.
• Time to respond. A party served with a counterclaim or cross-claim serves a responsive pleading within 20 days. Mass. R. Civ. P. 12(a).
• Chapter 93A. If the counterclaim alleges unfair or deceptive trade practices, observe the demand-letter prerequisite of G.L. c. 93A, § 9 (consumer) and the multiple-damages/fee provisions; note § 11 (business-to-business) does not require a demand letter.

SOURCES AND REFERENCES

• Massachusetts Rules of Civil Procedure — Mass.gov Trial Court Law Libraries: https://www.mass.gov/rules-of-civil-procedure
• Mass. R. Civ. P. 13 — Counterclaim and Cross-Claim (effective March 1, 2008): https://www.mass.gov/rules-of-civil-procedure/civil-procedure-rule-13-counterclaim-and-cross-claim
• Mass. R. Civ. P. 12(a) — Time to Serve Responsive Pleading
• Mass. R. Civ. P. 5 — Service and Filing of Pleadings and Other Papers
• Mass. R. Civ. P. 8 — General Rules of Pleading
• Mass. R. Civ. P. 38 — Jury Trial of Right
• G.L. c. 223, § 1 et seq. — Venue
• G.L. c. 231B — Contribution Among Joint Tortfeasors
• G.L. c. 93A — Regulation of Business Practices and Consumer Protection
• G.L. c. 231, §§ 6B, 6C — Interest

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. An attorney licensed in Massachusetts must review and customize this document before filing. Laws, citations, and court rules change frequently; verify all authorities against the current Massachusetts Rules of Civil Procedure before use.