Cellucci v. Sun Oil Co.

• Decision Date: 30 December 1974
• Citation: 320 N.E.2d 919,2 Mass.App.Ct. 722
• Parties: Richard CELLUCCI v. SUN OIL COMPANY.
• Court: Appeals Court of Massachusetts

Page 919

320 N.E.2d 919

2 Mass.App.Ct. 722

Richard CELLUCCI v. SUN OIL COMPANY.

Appeals Court of Massachusetts, Middlesex.

Argued Jan. 16, 1974.

Decided Dec. 30, 1974.

Neil Sugarman, Boston, for defendant.

David H. Locke, Wellesley (A. Arnold Lundwall, Wellesley, with him) for plaintiff.

Before HALE, C.J., and ROSE, GOODMAN and ARMSTRONG, JJ.

ARMSTRONG, Justice.

This bill in equity was brought by the plaintiff for specific performance of an alleged contract for the sale of his land in Hudson (locus) to the defendant (Sunoco). Sunoco appealed from an interlocutory decree which overruled its demurrer to the bill and from a final decree which ordered specific performance of the contract. The evidence is reported, and the judge has filed report of material facts.

We summarize the judge's findings, supplemented interstitially by us from the evidence. Turner v. Guy, --- Mass.App. ---, ---, ^a 311 N.E.2d 921 (1974). In late May, 1970 one Williams, a real estate broker in Framingham, who was aware of the plaintiff's interest in selling the locus, and who specialized in arranging sales of land to be used for gasoline stations, took one Patterson, a real estate representative of Sunoco, to Hudson to see the locus and to meet the plaintiff. The plaintiff told Patterson that he was willing to sell the locus for $100,000 net. Around June 15, 1970, Patterson, through Williams, forwarded to the plaintiff for his signature a purchase and sale agreement which provided for a purchase price of $110,000, representing $100,000 plus a ten percent brokerage commission for Williams.

The purchase and sale agreement followed a form which one Ramsey, Sunoco's northeast regional land manager, testified had been in use 'since prior to the time . . . (he) came with the company' twenty-six years earlier. Its execution clause provided: 'This agreement merges all prior negotiations and understandings between the parties and constitutes their entire contract which is binding upon the Seller . . . when executed by Seller, and is binding upon Buyer . . . only when executed by an official of Buyer, regardless of any written or verbal representation of any agent, manager or other employee of Buyer to the contrary.' At the bottom of the agreement were places for the signatures of the seller and witnesses, the signature of a vice president of Sunoco, and attestation by an assistant secretary of Sunoco. The evidence did not indicate that the agreement was signed by a vice president or other 'official' of Sunoco.

The proposed agreement was conditioned upon (1) Sunoco's ability to purchase from one Perry her property which abutted the plaintiff's and (2) the plaintiff's securing of the necessary licenses and permits for Sunoco to operate a gasoline station on the locus. The closing date was to be November 20, 1970. Time was not expressly made of the essence. ¹

The plaintiff signed the agreement in duplicate around June 15, 1970. Near the end of June, Perry signed an agreement to sell her property to Sunoco. ² Williams then forwarded both documents with duplicates to Patterson.

The plaintiff conceded that he understood that Patterson lacked authority to bind Sunoco, and that he knew that district or regional approvals were required before Sunoco's Philadelphia home office gave its final approval. He also testified, and the judge so found, that Patterson told him that final approval was automatic or perfunctory once the requisite district and regional approvals had been obtained.

In early July, 1970, one Harvey, a real estate representative of a competing oil company, attempted to enter into negotiations with the plaintiff for the purchase of the locus. The plaintiff thereupon called Patterson and informed him of Harvey's interest. The plaintiff testified that Patterson assured him that the deal was 'all set' but would take some time 'to go through channels.' Patterson's testimony was that he told the plaintiff that he was under no obligation to Sunoco and was free to negotiate an agreement with the competing oil company. Harvey continued to approach the plaintiff into September, when Patterson visited the locus with a team of Sunoco's engineers and surveyors. The plaintiff told Patterson of an offer made for the locus by the competing oil company. Patterson's reply was the subject of conflicting testimony. Patterson testified that he again told the plaintiff that he was free to enter into an agreement with Sunoco's competitor, and that he had no binding contract with Sunoco. One Robb, then an employee of the plaintff, testified that Patterson told the plaintiff: 'Well, you cannot do anything with the property. We have a purchase and sale agreement on the property. We bought it.' This testimony was corroborated by the plaintiff. The judge accepted it as true, and rejected Patterson's testimony. Although the judge's report of material facts is not so detailed as it might be, it is manifest from his findings, coupled with the reported evidence (see Matter of Loeb, 315 Mass. 191, 195, 52 N.E.2d 37 (1943)), that in reliance on these statements by Patterson the plaintiff terminated negotiations with Sunoco's competitor.

There was other testimony bearing on the question of the plaintiff's reliance, to his detriment, on Patterson's assurances that the deal would go through. Such testimony concerned the plaintiff's successful effort during October, 1970, with the help of an attorney he hired for the purpose, to secure a gasoline storage permit for the locus, and his activities and expenditures in preparing a new site in Marlborough where he could relocate his automobile agency which he ran at the time on the locus. Although the judge found these acts and expenditures to have been undertaken with the knowledge of Patterson and, in the case of the permit, with the active cooperation of Patterson, we omit discussion in detail of these aspects of the evidence. At best they furnish additional instances of detrimental reliance by the plaintiff on Patterson's assurances.

The plaintiff testified that he was told by Patterson, and the judge so found, that the agreement had been approved at the district and regional levels and had been sent to the home office in Philadelphia for approval. It was neither approved nor rejected by the home office until long after November 20, 1970, the date set in the agreement for performance. ³ Patterson continued to assure the plaintiff that the deal would go through and that approval by the home office was perfunctory.

By February, 1971, Celluccie had been informed that Sunoco's home office felt the price for his and Perry's combined parcels was too high, and unsuccessful attempts to renegotiate the price were made in that and the succeeding month. The plaintiff testified that in February he asked Patterson to have the agreement which bore his signature returned to him. He also contacted the competing oil company, but found that it was no longer interested in acquiring the locus. Thereafter, the plaintiff engaged his present counsel, who notified Sunoco by letter dated April 6, 1971, that tender of a deed would be made to Sunoco on April 21. Before that date arrived, the plaintiff received a letter from Sunoco dated April 12 which informed him of the rejection of his offer. Enclosed were the plaintiff's signatures which had been clipped from the duplicate agreements. Tender was nevertheless made on April 21 in accordance with the notice.

Although Sunoco drafted the standard form instrument which it sent to the plaintff, his execution of that document was merely an offer which Sunoco had the power to accept or reject. Cruver Mfg. Co. v. Rousseau, 240 Mass. 168, 169, 132 N.E. 723 (1921). Kuzmeskus v. Pickup Motor Co., Inc., 330 Mass. 490, 493, 115 N.E.2d 461 (1953). It is undisputed that there was no acceptance by Sunoco in the manner called for by the offer. And, as Sunoco correctly contends, it is the general rule that the Statute of Frauds bars the enforcement of a contract for the sale of land unless it 'is in writing and signed by the party to be charged therewith or by some person thereunto by him lawfully authorized.' G.L. c. 259, § 1. This rule applies in equity as well as at law. Glass v. Hulbert, 102 Mass. 24, 43 (1869). It applies in suits for specific performance. Witherington v. Eldredge, 264 Mass. 166, 175, 162 N.E. 300 (1928).

But it was the theory of the plaintiff's bill ⁴ and the basis of the judge's decision that Sunoco, having misled the plaintiff into thinking that it would accept the offer it had solicited from him and having known that he was changing his position (and having induced him to change his position) in reliance on that impression, should be estopped to assert that it had not accepted the offer. Such an estoppel, if appropriately applied in this case, would also preclude Sunoco from asserting the affirmative defense of the Statute of Frauds. Glass v. Hulbert supra, 102 Mass. at 43. Andrews v. Charon, 289 Mass. 1, 5, 193 N.E. 737 (1935). Levin v. Rose, 302 Mass. 378, 381--382, 19 N.E.2d 297 (1939).

Sunoco contends that estoppel cannot be applied in this case. It recognizes that the "essential factors giving rise to an estoppel are . . . (1) A representation or conduct amounting to a representation intended to induce a course of conduct on the part of the person to whom the representation is made. (2) An act or omission resulting from the representation, whether actual or by conduct, by the person to whom the representation is made. (3) Detriment to such person as a consequence of the act of omission.' Greenwood v. Martins Bank, Ltd., (1933) A.C. 51, 57, cited with approval in Cleaveland v. Malden Savings Bank, 291 Mass. 295, 297--298, 197 N.E. 14 (1935).' Industrial Bankers of Mass., Inc. v. Reid, Murdoch & Co., 297 Mass. 119, 124, 8 N.E.2d 19, 22 (1937).

Applying this test to the present case, Sunoco argues with some justification that the plaintiff's acts and expenditures...