An appellate panel heard oral argument over whether a personal guarantee signed by Daniel Kanter covers the obligations of Neurosport after a drafting error in a lease and guarantee documents. Attorney Levinthal, counsel for the appellant, argued that Kanter never intended to guarantee Neurosport’s debts and that there was no meeting of the minds; James Ronan, counsel for appellee Essex Sports Center LLC, urged the court to defer to the trial judge’s findings that Kanter knowingly signed the documents and was not credible. The case was submitted to the panel after argument.

The dispute centers on a set of contemporaneous documents executed in mid-2019 for rental space at a facility in Middleton, Massachusetts. Levinthal told the panel that negotiations began for a tenant identified to the landlord as HPN Concussion Management and that, after HPN was involuntarily dissolved in June 2019, the parties agreed to use the name Neurosport for operations in Florida. Levinthal said Kanter signed a lease and a personal guarantee at Willis’ request but did not read the documents and did not intend to guarantee Neurosport’s obligations. "There was no meeting of the minds of Kanter and the plaintiff as to the NeuroSport guarantee," Levinthal said, arguing the trial court’s reformation was unsupported by clear and convincing evidence under Massachusetts law.

Ronan replied that the record shows the parties substituted the name Neurosport after HPN’s dissolution, and that the lease, guarantee and required Commonwealth disclosure were executed together. Ronan told the panel the trial judge explicitly found Kanter's testimony not credible, saying the judge "did not credit Kanter's testimony that he was unaware or did not know he was signing the personal guarantee for Neurosport." He described the question as a simple scribner's error on one preamble page that did not change the documents’ overall meaning, and argued the appeal lacked merit.

Counsel and the panel discussed specific documentary points: the involuntary dissolution of HPN in June 2019; a June 27, 2019 memorandum referencing HPN as the expected tenant; a lease signed in August 2019; formation of Neurosport in Florida on September 25, 2019; an alleged October 3, 2019 impasse between partners; and an October 13, 2019 letter from Kanter asking to be released from the lease. Ronan pointed the panel to the Commonwealth disclosure pages in the record and to the trial judge’s findings that Kanter signed the disclosure, the lease, and the guarantee "with full knowledge," as reflected in the trial court record.

Levinthal emphasized that, in his view, the guarantee as written did not unambiguously cover Neurosport’s debts and that reformation requires clear and convincing evidence. Ronan responded that the trial judge, who heard testimony and reviewed the documents, found otherwise and that the appeal duplicates arguments already rejected below. Ronan also said he could seek costs under Chapter 221A for what he characterized as a frivolous appeal, although no formal motion for fees had been filed in the appellate briefs.

The panel posed clarifying questions about whether Kanter was a principal of HPN and where specific exhibits—identified at trial as including Kanter’s October 13 letter—appear in the record. After both sides concluded, the court indicated the case was submitted for decision.

Background documents cited at argument include the lease, a personal guarantee executed contemporaneously with the lease, a Commonwealth disclosure filed with the Massachusetts Department of Asset Management, a June 27, 2019 memorandum, and correspondence dated October 13, 2019 in which Kanter asked to be excused from obligations under the lease. The proceedings focused on documentary interpretation and the factual finding of the trial judge about Kanter’s credibility. No further oral argument was heard and the panel took the case under submission.