Opinion
21-P-343
02-16-2022
JESSICA A. GRIGG & another[1] v. EDMOND R. LECLAIR.[2]
Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule 23.0, as appearing in 97 Mass.App.Ct. 1017 (2020) (formerly known as rule 1:28, as amended by 73 Mass.App.Ct. 1001 [2009]), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such 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 23.0 or 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. See Chace v. Curran, 71 Mass.App.Ct. 258, 260 n.4 (2008).
MEMORANDUM AND ORDER PURSUANT TO RULE 2 3.0
This is a dispute over the terms of a written agreement to purchase residential real estate. The plaintiffs, the intended purchasers, wanted to raise chickens on the property and included a contingency in the purchase and sale agreement to ensure that they would be able to do so. After a title search revealed a covenant prohibiting the use of property in the subdivision for that purpose, the plaintiffs asked the defendant seller to return their $97,500 deposit. The defendant refused, claiming that the protective covenant did not apply to the residential lot the plaintiffs agreed to purchase. When the parties could not resolve the dispute, the plaintiffs filed a lawsuit alleging breach of contract, misrepresentation, and unfair and deceptive business practices under G. L. c. 93A.
As discussed further infra, summary judgment entered in favor of the plaintiffs on the breach of contract claim. The misrepresentation claim was dismissed by agreement. The § 93A claim was resolved in favor of the defendant following a bench trial. Although the trial court entered separate judgments as to each claim, the case was not finalized until judgment entered on the final claim after trial. On appeal, the defendant only raises issues as to the summary judgment entered in favor of the plaintiffs on the breach of contract claim.
A Superior Court judge allowed summary judgment in favor of the plaintiffs on their breach of contract claim, reasoning that the terms of the contingency in the purchase and sale agreement were unambiguous, that the protective covenant encumbered one of the lots the plaintiffs intended to purchase, and that the plaintiffs therefore had the right to terminate the purchase and sale agreement. Accordingly, the judge ordered that the defendant return the deposit to the plaintiffs. On appeal, the defendant principally argues that the judge misconstrued the purchase and sale agreement, which allowed the plaintiffs to terminate the agreement only if the protective covenants applied to the lot where they intended to reside, not the lot which included the access road. We affirm.
Factual background.
On March 28, 2018, the plaintiffs and the defendant entered into a written contract for the purchase and sale of the real property described as 16B Laurel Hollow Road in Boxford. The purchase and sale agreement included an integration clause which provided that the written agreement "sets forth the entire contract between the parties." The property was further described in the purchase and sale agreement as the "home and outbuildings . . . shown as Lot 2 on a plan recorded with the Southern Essex Registry of Deeds in Plan Book 306 . . . together with an undivided 1/2 interest in Lot 26 . . . [r]egistered as Land Document Certificate of Title No. 66559." It is undisputed that Lot 2 was an 8.51 acre parcel with a residence and outbuildings and Lot 26 was a narrow parcel that included the access road shared by Lots 1 and 2.
The plaintiffs agreed to purchase the property for $1,950,000. Pursuant to the purchase and sale agreement, the plaintiffs deposited $1,000 at the time of the initial offer and an additional $96,500 on March 28, 2018, when the purchase and sale agreement was executed. The balance was due at the time of closing.
Pursuant to paragraph 27(B), the parties also agreed that the purchase and sale agreement was contingent on a "title search by buyer's attorney confirming barnyard animals, including poultry, may be housed/stabled on the property; and property has no covenants/restrictions." On April 12, 2018, counsel for the plaintiffs notified the defendant that the plaintiffs were terminating the purchase and sale agreement because the title search revealed that Lot 26 was subject to a protective covenant for the Laurel Hollow Subdivision which provided that "[n]o poultry house or yard shall be erected or maintained on any lot nor shall pigs or other barnyard animals be stabled or maintained thereon."
Discussion.
Summary judgment is appropriate where there are no genuine issues of material fact in dispute and the moving party is entitled to judgment as a matter of law. See Community Nat'l Bank v. Dawes, 369 Mass. 550, 553 (1976) . We review the disposition of a motion for summary judgment de novo, Miller v. Cotter, 448 Mass. 671, 676 (2007), and all evidentiary inferences are to be resolved in favor of the party opposing the motion for summary judgment. See Nunez v. Carrabba's Italian Grill, Inc., 448 Mass. 170, 174 (2007).
1. The contingency clause.
The defendant argues that summary judgment should not have been allowed because the term "property" in paragraph 27(B) of the purchase and sale agreement (the contingency clause) was ambiguous. Specifically, the defendant contends it was unclear if the term "property" as used in paragraph 27(B) referred to both lots that the plaintiffs contracted to purchase, or only to Lot 2, the residential lot. According to the defendant, the parties intended the word "property" in paragraph 27(B) to include only the residential lot and not the access road lot, and because the protective covenant did not prohibit housing chickens or other barnyard animals on the residential lot, the plaintiffs had no right to terminate the purchase and sale agreement.
"The interpretation of a contract is a question of law, which we review de novo." James B. Nutter & Co. v. Estate of Murphy, 478 Mass. 664, 667 (2018) . "When the words of a contract are clear, they control, and we must construe them according to their plain meaning, in the context of the contract as a whole." Lieber v. President & Fellows of Harvard College (No. 2), 488 Mass. 816, 823 (2022). A party's private understanding or intent regarding the meaning of a contract is immaterial. See Chambers v. Gold Medal Bakery, Inc., 83 Mass.App.Ct. 234, 245 (2013). "A [contract] term is ambiguous only if it is susceptible of more than one meaning and reasonably intelligent persons would differ as to which meaning is the proper one." Citation Ins. Co. v. Gomez, 426 Mass. 379, 381 (1998) .
We agree with the motion judge's conclusion that the term "property" in paragraph 27(B) of the purchase and sale agreement is unambiguous. The "property" referred to in paragraph 27(B) clearly means the property being sold pursuant to the purchase and sale agreement. Paragraph 2 of the purchase and sale agreement describes the property being sold as Lot 2 "together with" an undivided one-half interest in Lot 26. Thus, the property being sold pursuant to the purchase and sale agreement included both Lots 2 and 26. The fact that paragraph 2 of the purchase and sale agreement referred to Lots 2 and 26 as "the premises" and paragraph 27(B) referred to "the property" is a distinction without a difference. The only reasonable interpretation of the purchase and sale agreement is that "the property" in paragraph 27(B) meant all of the property being sold. Accordingly, we decline the defendant's invitation to look beyond the unambiguous language of the contract to divine the parties' intent.
Even were we to interpret the first sentence of the contingency clause as satisfied if barnyard animals could be housed on any part of the property, the second sentence of the contingency clause was not satisfied unless there were no covenants or restrictions on either lot.
2. Application of the protective covenant to Lot 26.
The defendant also contends that the protective covenant restricting the housing of barnyard animals in the subdivision does not apply to Lot 26. Specifically, the defendant argues that there is no explicit reference to the protective covenant on the certificate of title for Lot 26 and, therefore, the covenant does not encumber that lot. We are not persuaded.
Lot 26 is registered land under the land registration act, G. L. c. 185, §§ 1-118, which means it has been certified by the Land Court. When land is registered, the decree of registration (and subsequent certificate) "shall set forth . . . all particular . . . encumbrances ... to which the land or the owner's estate is subject." G. L. c. 185, § 47. "[E]very subsequent purchaser of registered land taking a certificate of title for value and in good faith, shall hold the same free from all encumbrances except those noted on the certificate." G. L. c. 185, § 46. Therefore, "the general rule [is] that an [encumbrance] burdening registered land must be set forth explicitly on the certificate of title." Hickey v. Pathways, Ass'n, Inc., 472 Mass. 735, 755 (2015).
The defendant argues that the protective covenant was not set forth explicitly on the certificate of title for Lot 26 and therefore did not encumber Lot 26. According to the defendant, the protective covenant appearing on the certificate of title encumbered only Lots 14 and 18-22. As the judge noted however, this argument overlooks that Lot 2 6 was formed by combining Lots 15 and 23, and Lot 23 was added to those lots subject to the restrictive covenant by a "notice of addition" filed with the Land Court registration office in October of 1995. While the "notice of addition" was not on list of encumbrances to Lot 26, the original protective covenant at issue in this case, document number 308104, is reflected on the list of encumbrances to Lot 26. We agree with the judge that this entry on the certificate of title was explicit enough to meet the requirements of the general rule under Hickey. '
Even if the reference to the protective covenant on the certificate of title was not explicit, it was enough to "prompt a reasonable purchaser to investigate further other certificates of title, documents, or plans in the registration system," that would lead them to discover that Lot 26 was subject to the restrictive covenant. Hickey, 472 Mass. at 756, quoting Jackson v. Knott, 418 Mass. 704, 711 (1994). In this circumstance, there is an exception to the general rule. See Hickey, supra at 755-756.
Deciding the case as we do, we need not address whether the discovery of the shared driveway and utility covenant provided an independent basis to terminate the purchase and sale agreement.
Conclusion.
We conclude that (1) Lot 26 was included in the "property" referenced in the contingency clause, and (2) Lot 26 was subject to the protective covenant prohibiting the housing of barnyard animals. Therefore, the contingency contained in paragraph 27(B) of the purchase and sale agreement was not met and the plaintiffs had the right to terminate the purchase and sale agreement. For all of these reasons, there was no error in the order of summary judgment for the plaintiffs.
Judgment affirmed.
Kinder, Englander & Walsh, JJ.
The panelists are listed in order of seniority.