City of Springfield v. Schaffer

• Citation: 12 Mass.App.Ct. 277,423 N.E.2d 797
• Parties: CITY OF SPRINGFIELD v. David SCHAFFER.
• Decision Date: 05 October 1981
• Court: Appeals Court of Massachusetts

Page 797

423 N.E.2d 797

12 Mass.App.Ct. 277

CITY OF SPRINGFIELD v. David SCHAFFER.

Appeals Court of Massachusetts, Suffolk.

Argued June 10, 1981.

Decided July 20, 1981.

Further Appellate Review Denied

Oct. 5, 1981.

William L. Cohn, Springfield, for respondent.

Mark E. Draper, Springfield, for petitioner.

Before ARMSTRONG, GREANEY and SMITH, JJ.

SMITH, Justice.

A Land Court judge consolidated four petitions filed by the city of Springfield (city) under G.L. c. 60, § 65, held a hearing, and issued a decision which foreclosed rights of redemption as to tax titles held on four parcels of land. ¹ The respondent appealed and argues that, as matter of law the tax takings were invalid because the assessments and the subsequent takings were not made in the name of the record owner of the parcels. The judge made comprehensive findings of fact in his decision which the respondent does not challenge, and we summarize the findings in order to provide clarity to our decision.

Prior to December 22, 1961, the respondent had acquired title in his own name to four parcels of land in the city. On December 22, 1961, the respondent conveyed title on the parcels to his then lawyer, Mr. Stuart G. Waite. Although Mr. Waite was the record owner of the property on January 1, 1962, the real estate taxes were not assessed to him, but to the respondent, and tax bills were sent to him at 13 Hampden Street. The tax bills were paid. On July 18, 1962, Purple Hyacinth, Inc. (Purple), was incorporated under the laws of the Commonwealth, with the respondent as an officer and principal stockholder. On September 25, 1962, Mr. Waite transferred title to the four parcels to Purple. In 1963 and 1964, although Purple was the record owner of the parcels, the taxes were assessed to the respondent, tax bills were sent to the respondent at 13 Hampden Street and were paid. Purple was ordered dissolved by the Supreme Judicial Court on December 20, 1965, probably for failure to file certificates of condition (see G.L. c. 156B, § 101), and at the time of its dissolution, the respondent was its sole stockholder. Tax takings were made by the city of the various parcels in 1967, 1969, 1971 and 1975. The city continued to assess the property in the respondent's name, and all the takings were also in the respondent's name. General Laws c. 59, § 11, as appearing in St. 1956, c. 690, § 2, provides in pertinent part: "Taxes on real estate shall be assessed ... to the person who is the owner on January first, and the person appearing of record ... shall be held to be the true owner thereof." This language has been interpreted by the Supreme Judicial Court to permit the assessment of taxes to the owner in fact although he is not the person appearing of record to be the owner of such real estate. Boston v. Quincy Market Cold Storage Co., 312 Mass. 638, 644-645, 45 N.E.2d 959 (1942). Milton v. Ladd, 348 Mass. 762, 764, 206 N.E.2d 161 (1965). General Laws c. 60, § 37, as appearing in St. 1943, c. 478, § 1, provides in pertinent part: "No tax title and no item included in a tax title account shall be held to be invalid by reason of any error or irregularity which is neither substantial nor misleading, whether such error or irregularity occurs in the proceedings of the collector or the assessors ...." The issue whether an error is substantial or misleading is a question of fact to be determined by the circumstances of each particular case. Pass v. Seekonk, 4 Mass.App. 447, 450, 351 N.E.2d 219 (1976). For convenience of analysis, we have divided the four takings into three groups, (1) tax assessment and tax taking, both made three years after Purple was dissolved, (2) tax assessment made while Purple was still in existence, but tax taking made three years after Purple was dissolved, (3) tax assessment and tax taking made while Purple was still in existence.

1. 157 Wilbraham Avenue. In 1969, even though the record owner of the parcel was Purple, the parcel was assessed to the respondent. The taxes were not paid. A tax bill and a demand for payment were sent to the respondent at the 13 Hampden Street address. The taxes were still not paid, the required notice of its intent to take the property was published, and the city made a taking of the property in the name of the respondent on April 13, 1971. Because more than three years had elapsed from the date of the dissolution of Purple, the respondent became the owner of all of that corporation's real property by reason of being the corporation's sole shareholder upon dissolution. Cummington Realty Associates v. Whitten, 239 Mass. 313, 325, 132 N.E. 53 (1921) (stockholders succeed to corporate property after its existence terminated). Peairs, Business Corporations § 167 (1971). The 1969 taxes on this parcel were thus properly assessed to the respondent as owner in fact even though the dissolved corporation appeared as the record...