DeCotis v. D'Antona

• Decision Date: 03 February 1966
• Citation: 350 Mass. 165,214 N.E.2d 21
• Parties: James J. DeCOTIS v. Leo R. D'ANTONA.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 21

214 N.E.2d 21

350 Mass. 165

James J. DeCOTIS v. Leo R. D'ANTONA.

Supreme Judicial Court of Massachusetts, Essex.

Argued Dec. 7, 1965.

Decided Feb. 3, 1966.

Paul A. Good, Reading, for plaintiff.

Bernard J. Dwyer, Boston, for defendant.

Before WILKINS, C. J., and SPALDING, WHITTEMORE, KIRK and SPIEGEL, JJ.

SPALDING, Justice.

The objective of this bill in equity is to impose a constructive trust for the benefit of the plaintiff and the defendant as partners on a parcel of real estate alleged to have been acquired by the defendant in violation of a fiduciary duty owed to the plaintiff.

The case was referred to a master whose findings included the following: The plaintiff and the defendant first met in December, 1960, and thereafter became friends. On several occasions they talked about going into business together. They discussed the liquor and the motel business and the possibility of financing and building a bowling alley. Subsequently they got in touch with a broker named Bucchiere and instructed him to bring to their attention 'any good leads in land sites, restaurants, liquor lounges, motel sites, and bowling alley sites' as they were 'going to be partners.' About this time the defendant with Bucchiere, looked at two restaurants which were for sale. In January, 1961, the plaintiff and the defendant, with another broker, looked at business sites in Peabody, Georgetown and Haverhill, but nothing was ever done to acquire any of these properties.

In August, 1961, one Pitman, who owned a motel on Route 1, Saugus, known as Saugus Pines, authorized Bucchiere to produce a buyer for the property. Bucchiere told the plaintiff that Saugus Pines was for sale, and the plaintiff informed the defendant of this fact. The plaintiff and the defendant discussed the possibility of developing the property, and the defendant told the plaintiff that he desired to look at it. The plaintiff told him 'to go ahead but not to talk with anyone as Bucchiere was the agent for it.' After viewing the property, the defendant talked with the plaintiff about purchasing it together 'and * * * going in business * * * as partners.' The defendant agreed to give the plaintiff a check for $2,500 to be used for a down payment and 'they would go fifty-fifty on the deal.'

The Saugus Pines property included a motel and a diner. The plaintiff and the defendant 'agreed they would pay $110,000 or $115,000 for all the property or $75,000 or $85,000 for everything excluding the Diner.' The plaintiff, in the defendant's presence, told Bucchiere to try to get the property at these prices, preferably at the lower amounts. Subsequently, the defendant asked the plaintiff if 'he [would] mind if he bought the place alone.' The plaintiff replied, 'Look, now, I called you on the deal. We agreed to be partners. Now leave the thing alone because Mr. Bucchiere has got the check to buy the place and you know that and just leave it alone, stay out of my bisiness.' Later, upon learning that the defendant was negotiating to buy the property, the plaintiff called him on the telephone and said, '[S]tay out of my business because I am buying the place * * *. I was good enough to call you and now you don't want to be my partner. I am going to buy it alone.'

The plaintiff went to Saugus Pines with Bucchiere and subsequently Bucchiere submitted to Pitman (the owner) an offer of $90,000 for the property, exclusive of the diner, and told him that he would make a deposit of $5,000. The deposit was not accepted.

In August or September, Bucchiere learned that Saugus Pines had been purchased by the defendant. Shortly thereafter Bucchiere met the defendant who told him that he did not want to be regarded as a 'dirty double crosser' but that the property was a 'terrific buy and he wanted to grab it [for] himself.'

The final paragraph of the master's report reads: 'I find that because of the oral agreement between the parties that they would buy the property as partners there was a relationship of 'trust and confidence' between them; that there was a breach of this relationship when * * * [the defendant] secretly purchased the property himself; and that * * * [the defendant] holds the Saugus Pines property upon a constructive trust for the benefit of himself and * * * [the plaintiff].'

There...