See Collins v. Keefe, 332 Mass. 375, 377 (1955) (condition in deed). See also Rayner v. McCabe, 319 Mass. 311, 313 (1946) (condition made by separate agreement); Vincent v. Torrey, 11 Mass. App. Ct. 463, 467 (1981) (condition made by oral promise). In these cases, however, the reconveyance was supported by evidence indicating that there was a substantial failure to perform by the defendants.
However, we draw our own inferences and conclusions from the subsidiary findings. Peters v. Wallach, 366 Mass. at 626; Vincent v. Torrey, 11 Mass. App. Ct. 463, 466 (1981). We conclude that the ultimate findings by the master that the transfers of assets by the plaintiff to the defendant were not rational acts, but rather the product of the plaintiff's weakened and confused mental state in combination with the fraud and undue influence exercised by the defendant, are wholly consistent with and justified by the subsidiary findings (and the reasonable inferences to be drawn therefrom) concerning the parties' conduct and the attendant circumstances.
A court, in the exercise of its equitable discretion, typically rescinds an agreement only upon a showing of fraud, accident, mistake or some type of grossly inequitable conduct which renders the contract void ab initio. See Elias Bros. Restaurants, Inc. v. Acorn Enterprises, 831 F. Supp. 920, 927 (Mass. 1993); Kannavos v. Annino, 356 Mass. 42, 247 N.E.2d 708, 712-13 (1969); Vincent v. Torrey, 11 Mass. App. Ct. 463, 417 N.E.2d 41, 43 (1981); Covich v. Chambers, 8 Mass. App. Ct. 740, 397 N.E.2d 1115, 1121 (1979).
An agreement may be rescinded by a court, in the exercise of its equitable discretion, "only upon a showing of fraud, accident, mistake or some type of grossly inequitable conduct which renders the contract void ab initio." P.L.A.Y., Inc. v. NIKE, Inc., 1 F.Supp.2d at 65 (citing Elias Bros. Rest., Inc. v. Acorn Enters., 831 F.Supp. 920, 927 (D. Mass.1993); Kannavos v. Annino, 356 Mass. 42, 247 N.E.2d 708, 712-13 (1969); Vincent v. Torrey, 11 Mass.App.Ct. 463, 417 N.E.2d 41, 43 (1981); Covich v. Chambers, 8 Mass.App.Ct. 740, 397 N.E.2d 1115, 1121 (1979)). Because Stewart Title was not a party to the Settlement Agreement, the effect of rescission of the Settlement Agreement on the Note and Mortgage is unclear, particularly where Stewart Title paid Chase $527,301.37 and Chase discharged its mortgage.
. . . The injured party . . . can not maintain an action for restitution of what he has given the defendant unless the defendant's non-performance is so material that it is held to go to the `essence' . . ."). See also Plumer v. Houghton Dutton Co., 281 Mass. 173, 175-176 (1932); Vincent v. Torrey, 11 Mass. App. Ct. 463, 466-467 (1981). Cases such as Nevins v. Ward, 320 Mass. 70, 73-74 (1946), discussing "substantial performance" in the context of an action by a construction contractor seeking payment for work done, are not determinative here.
Viewing the case as one coming before us on an adopted master's report, presenting the question what judgment should be entered on the stated findings, we stand in the same position as the judge below and thus accord no particular deference to the judge's independent findings and rulings. Compare Peters v. Wallach, 366 Mass. 622, 626 (1975); Bills v. Nunno, 4 Mass. App. Ct. 279, 283-284 (1976); Vincent v. Torrey, 11 Mass. App. Ct. 463, 466 (1981); Hardiman v. Hardiman, 11 Mass. App. Ct. 626, 628 (1981). The first significant progress in the case occurred in 1977, when the plaintiff filed and the court allowed a motion for summary judgment as to liability.