Opinion
16-P-664
04-12-2017
Katherine A. SLOVER & another v. Walter W. BOYD, Jr., & another.
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The plaintiffs appeal from a judgment dismissing their contract and quantum meruit claims in this intra-family dispute concerning a residential property on Nantucket and the storage of personal effects. In broad summary, the plaintiffs contend that the Land Court judge impermissibly resolved material factual disputes in favor of the defendants and failed to view the facts and the reasonable inferences to be drawn from them in the light most favorable to the plaintiffs. We review de novo "to determine ‘whether, viewing the evidence in the light most favorable to the [plaintiffs], all material facts have been established and the [defendants are] entitled to a judgment as a matter of law.’ " Pinti v. Emigrant Mort. Co., 472 Mass. 226, 231 (2015), quoting from Juliano v. Simpson, 461 Mass. 527, 529-530 (2012). Employing that standard, we affirm.
The complaint asserted also a claim for injunctive relief seeking to restrain the sale of the property. No issue with respect to that claim is before us.
At issue are two separate orders of the Land Court. The first is the dismissal, upon Carpenter's motion for summary judgment, of the claims against her. The second is the dismissal of the claims against Boyd, who moved for judgment on the pleadings. It should be noted that the parties submitted materials outside the pleadings in support of and opposition to Boyd's motion. In this posture, as the parties acknowledge on appeal, the motion is more properly to be considered as one for summary judgment. Accordingly, we review both orders under the standard of review for summary judgment rulings.
The defendants, Carpenter and Boyd, are siblings who were each deeded a one-half interest in a residential property on Nantucket by their parents. The plaintiffs, Katherine and William Slover, are Carpenter's daughter and son-in-law. As of April 1, 2000, the parties entered into a ten-year lease (with a possible one-term extension) under which the Slovers agreed to pay $48,000 a year in rent (with annual upwards adjustments). In addition, the Slovers were to pay all real estate taxes, utilities, and insurance for the duration of the lease. They also were required to surrender the premises "in as good state and condition as they were in at the commencement of the term, reasonable use and wear thereof and damages by the elements excepted." The lease also provided that the Slovers "will undertake no alterations to the Premises without first obtaining the written permission of [the defendants]." In addition to the terms just set out, the lease required the Slovers to keep all furnishings and personal property of the defendants in good order, and to surrender it at the end of the lease.
The lease arrangement was proposed by William Slover, who set out many of the terms in a letter dated December 17, 1999. William stated that "[u]nder the terms of the lease, I would assume the responsibility for all insurance, taxes, maintenance, repairs, improvements, etc., etc. In other words, I would bear all of the direct costs and expenses of ownership and you would net $48,000 annually."
When the lease expired, the Slovers continued to occupy and use the property without paying rent. In August, 2010, they proposed a new "post-2010 arrangement" for the property in the form of a long-term lease of thirty or more years. On December 17, 2011, the Slovers were informed that the lease would not be renewed and that "[a]bsolutely no renovations, upgrades and or changes to the property are allowed without written consent ... after January 1st 2012." Thereafter, the parties engaged in negotiations over the property for almost two years. The Slovers contend that those negotiations resulted in two separate agreements: one with Carpenter in which she agreed to give her one-half interest in the property provided the Slovers paid Carpenter's anticipated tax liability resulting from the gift; the second with Boyd in which he agreed to sell his one-half interest for $3 million. Both alleged contracts took the form of electronic mail messages (emails). We address each in turn.
The Slovers contend that an email sent from Boyd's attorney on March 5, 2014, constitutes an enforceable contract to sell his half of the property to them. The email, which was sent by Boyd's attorney to the Slovers' attorney, stated that Boyd was "in agreement to sell his one-half interest in the property" for $3 million. However, Boyd's "acceptance of this offer is contingent upon the resolution of the distribution of all of the personal property that was removed from the property [by the Slovers], and the resolution of the personal property that was removed from the home in Washington, DC." Boyd was copied on this email, but he did not sign it in any fashion.
The March 5, 2014, email does not amount to a valid contract for a number of reasons, most notably that it neither constitutes an unconditional acceptance of an offer nor does it satisfy the Statute of Frauds, which requires agreements for the sale of land to be "in writing and signed by the party to be charged therewith." G. L. c. 259, § 1. The email uses clearly conditional language, stating that Boyd's acceptance of the Slovers' offer is contingent upon resolution of separate issues, and it is not signed by Boyd. See Cousbelis v. Alexander, 315 Mass. 729, 730 (1944) ; Haverhill v. George Brox, Inc., 47 Mass. App. Ct. 717, 719 (1999).
The Slovers base their contract claim against Carpenter on the April 15, 2013, email from her lawyer conveying a "Memorandum of Understanding" (MOU). Although the MOU had signature lines for the parties, none were executed. Among other things, the MOU stated that Carpenter would "gift deed" her interest in the property to Katherine Slover. It further provided that "[t]his transaction, if successfully completed, is expected to trigger a Canadian tax upon" Carpenter, and that the Slovers "agree to put the full tax amount in escrow, to be paid to the Canadian authorities when due."
Even assuming this email satisfies the Statute of Frauds and that Carpenter is not estopped from raising that defense (matters we do not reach or decide), it is an unenforceable contract for the conveyance of a gift. See Edinburg v. Edinburg, 22 Mass. App. Ct. 199, 204 (1986). The fact that the arrangement contemplated that the Slovers would pay an amount equal to the Canadian tax liability incurred by Carpenter as a result of making the gift does not help them. An "agreement of one or more donees to pay certain costs associated with the transfer [of the property] d[oes] not fundamentally alter the parties' conception of the nature of the conveyance" or act as consideration to transform the gift promise into a binding contract. Fuss v. Fuss (No. 2), 373 Mass. 445, 449-450 (1977).
We turn now to the quantum meruit claim, for which the Slovers have three bases: (1) preserving and storing the defendants' personal property associated with the Nantucket property; (2) preserving and storing the defendants' personal property from their Maryland house; and (3) making alterations and repairs to the Nantucket house. For the Slovers to prevail on their quantum meruit claim, they must " prove (1) that [they] conferred a measurable benefit upon the defendants; (2) that [they] reasonably expected compensation from the defendants; and (3) that the defendants accepted the benefit with knowledge, actual or chargeable, of the [Slovers'] reasonable expectation." Finard & Co., LLC v. Sitt Asset Mgmt., 79 Mass. App. Ct. 226, 229 (2011). The Slovers are "not entitled to recovery on a theory of quantum meruit where there is a valid contract that defines the obligations of the parties." Boston Med. Center Corp. v. Secretary of the Executive Office of Health & Human Servs., 463 Mass. 447, 467 (2012).
The Slovers' first basis for the claim fails as a matter of law because they were obligated to care for the personal property under the terms of the ten-year lease. There is nothing in the record to indicate that the defendants asked the Slovers to provide for the upkeep or storage of the personal property thereafter, nor is there anything in the record to suggest that the defendants accepted the benefit knowing the Slovers expected reimbursement. Indeed, the record is to the contrary.
The claim with respect to the personal property from the Maryland property fails for a similar reason. The record does not raise a triable issue of fact that the defendants were aware of the Slovers' expectation of compensation for storage of the contested items. The record instead demonstrates that the Slovers voluntarily undertook the task without voicing any sort of quid-pro-quo arrangement.
Lastly, the Slovers seek to recover for what they characterize as repairs and maintenance (and for what the defendants characterize as alterations) to the Nantucket property, both during and after the lease term. Even accepting that these were costs for repairs and maintenance (rather than alterations), to the extent they were incurred during the lease term they fell within the subject matter of the lease and therefore are not recoverable under quantum meruit. See Boswell v. Zephyr Lines, Inc., 414 Mass. 241, 250 (1993). As to costs incurred thereafter, it cannot be said that the Slovers have raised a triable issue that they reasonably expected compensation; after all, they incurred those costs over the defendants' instruction to the contrary.
The defendants' request for appellate fees and costs is denied.
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Amended judgment affirmed.