Opinion
11-P-335
03-06-2012
EDWARD F. BURNHAM v. CONGETTA BURNHAM & others.
NOTICE: Decisions issued by the Appeals Court pursuant to its rule 1:28 are primarily addressed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, rule 1:28 decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 1:28, issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent.
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The defendants, Edward P. Burnham (Mr. Burnham) and Cara Meringolo (Cara), appeal from a judgment of the Probate and Family Court invalidating a ninety- year lease of the property currently possessed by the defendants. The plaintiff, Edward F. Burnham (hereafter Ward), son of Edward P. Burnham and his late wife Congetta Burnham (hereafter the Burnhams), brought an action in equity to invalidate a lease agreement between the Burnhams and Cara, their granddaughter, and declare any further attempts to lease or transfer the property to be void and in violation of the terms of the quitclaim deed. The defendants contend that the probate judge abused her discretion in considering evidence that the defendant Mr. Burnham was unable to testify due to a temporary guardianship arrangement initiated by his daughter, Brenda Burnham (Brenda), the mother of Cara.
Ward executed a quitclaim deed of the property at 209 Ansel Howland Road, Centerville, to his parents on February 14, 1990. Interpretation of this document was necessary to resolve the dispute before the court.
'On review of a [nonjury] trial, '[t]he findings of fact of the judge are accepted unless they are clearly erroneous,' and '[w]e review the judge's legal conclusions de novo." Panagakos v. Collins, 80 Mass. App. Ct. 697, 701 (2011), quoting from T.W. Nickerson, Inc. v. Fleet Natl. Bank, 456 Mass. 562, 569 (2010). A judge sitting without a jury must find subsidiary facts 'as are necessary to disclose to the reviewing court the steps by which the trial court reached its ultimate conclusion on each factual issue.' Rapp v. Barry, 398 Mass. 1004, 1004 (1986), quoting from Denofre v. Transportation Ins. Rating Bureau, 532 F.2d 43, 45 (7th Cir. 1976). Where the issue presented turns on the meaning of an unambiguous legal document such as a lease or a deed, the question is one of 'law that is appropriate for a judge to decide.' Seaco Ins. Co. v. Barbosa, 435 Mass. 772, 779 (2002). See Hanson v. Cadwell Crossing, LLC, 66 Mass. App. Ct. 497, 502-503 (2006).
Apparently significant to the defendants as a point of contention is the judge's reference to the guardianship of Mr. Burnham. Brenda filed a petition for guardianship of Mr. Burnham on September 18, 2008, eight months after Ward filed his complaint, but prior to the commencement of trial, the practical effect of which appears to have prevented Mr. Burnham from serving as a witness at trial. However, two months after trial ended, Brenda filed a second petition to voluntarily dismiss her guardianship role. The close proximity of the filing of the voluntary petition and the termination of trial raised suspicions on the part of the trial judge as to the intentions of Brenda and the defendants, which the judge articulated in her written rationale for the decision, under the heading of 'Family Dynamics.'
The defendants' contention that these extraneous statements constitute the equivalent of an improper finding of fact, or judicial reliance on such, is erroneous. Any observations that the judge made regarding the actions taken by the defendants as done in bad faith, while seeming to be expressions of inferences drawn, are neither legal conclusions on the issues presented nor material thereto. The case was properly resolved as matter of law and, as such, we find the defendants' averment of judicial impropriety to be without force.
Presented with the issue whether the 1990 deed and subsequent contract were valid, the judge determined that the deed executed on February 14, 1990, conveying the property to the Burnhams, was valid and preserved a right for Ward to repurchase the property at the original sale price, $155,000. The judge made fifty-two factual findings related to this dispute, findings which are not seriously contested on appeal. Based on the evidence presented at trial, the judge determined that the Burnhams held a fee simple subject to Ward's right to repurchase on a condition subsequent, that being, if the Burnhams attempt to sell the property or upon the death of his last surviving parent. Based on this conclusion, the judge ruled that the subsequent lease, executed between the Burnhams and Cara, was invalid as effectively an attempt to convey a fee simple, an action the judge determined to have been taken for 'the sole purpose of frustrating the terms of the 1990 [q]uitclaim [d]eed in an attempt to prevent Ward from repurchasing the [p]roperty.'
While the judge was technically incorrect as to the effectiveness of this ninety year lease to operate as a fee conveyance, the principle underlying her decision remains valid nonetheless, because ordinarily a subsequent purchaser of leased property takes subject to the rights of a lessee. See Judkins v. Charette, 255 Mass. 76, 81 (1926). See also Leominster Gas Light Co. v. Hillery, 197 Mass. 267, 269 (1908) ('All [the grantee's] rights under the deed are subject to the lease, and are subordinate to the [lessee's] rights under the lease. As the reversioner, [the grantee] is bound by this covenant to renew the lease'). The judge here properly recognized that Ward's right to repurchase the property under the deed was effectively an option to purchase an unencumbered fee, with priority over and superior to any asserted rights of the defendants to deal with the property in a manner interfering with or frustrating Ward's right of repurchase. Were the judge to have ruled otherwise, the defendants, by a subsequent lease, could have successfully subverted Ward's right under the deed for repurchase of the property.
The defendants are correct that the ninety-year lease, signed in 2006, does not constitute an 'actual conveyance' of the fee. See G. L. c. 186, § 1. The case of McElligott v. Lukes, 42 Mass. App. Ct. 61, 63-64 (1997), upon which the judge apparently relied, is inapt as that case more narrowly involved interpretation of the condominium provisions as they related to the proposed severance of interests.
Consequently, upon review of the record evidence, we find these conclusions of law to be sufficiently supported by the factual findings. It is furthermore clear that the judge's conclusions were based on the plain language of the deed, granting Ward the exclusive right to repurchase under either condition. Charged with resolving a question of law, the judge interpreted the legal documents and articulated a decision that, in principle, is firmly supported by the individual findings of fact. On balance, we conclude that the judge's decision ruling that Ward's right of repurchase is superior to the lease is warranted.
With respect to the relief that the judge ordered, however, we conclude that declaring the lease null and void may be overbroad, as it need not be invalidated in full if that remedy gives the plaintiff more relief than that to which he is entitled. See Boston Teachers Union, Local 66 v. Boston, 382 Mass. 553, 566 (1981) ('Where equitable relief is appropriate, it should be confined within narrow limits'). Ward's right of repurchase can only be exercised upon the occurrence of certain conditions subsequent; according to the record before us, neither condition has yet occurred. If the status quo remains the same, the judgment should be more narrowly drawn to allow, consistent with the defendants' right of ownership, a more limited leasing of the property without doing injustice to the superior right of the plaintiff, such as by the reformation of the lease so as to terminate upon Ward's proper exercise of his right of repurchase, free and clear of any lease, in accordance with the deed.
Consequently, the judgment is vacated and the matter is remanded for further proceedings to determine whether the plaintiff's right of repurchase has ripened and, if not, for the entry of a judgment as modified consistent with this memorandum and order.
Judgment vacated. Matter remanded for further proceedings consistent with the memorandum and order of the Appeals Court.
By the Court (Grasso, Fecteau & Sullivan, JJ.),