Fall River Housing Joint Tenants Council, Inc. v. Fall River Housing Authority

• Decision Date: 22 April 1983
• Citation: 448 N.E.2d 70,15 Mass.App.Ct. 992
• Parties: FALL RIVER HOUSING JOINT TENANTS COUNCIL, INC. v. FALL RIVER HOUSING AUTHORITY et al.
• Court: Appeals Court of Massachusetts

Page 70

448 N.E.2d 70

15 Mass.App.Ct. 992

FALL RIVER HOUSING JOINT TENANTS COUNCIL, INC. v. FALL RIVER HOUSING AUTHORITY et al.

Appeals Court of Massachusetts Bristol.

Argued Feb. 9, 1983.

Decided April 22, 1983.

Daniel S. Hendrie, Fall River (Arthur M. DeAscentis, Fall River, with him), for plaintiff.

Mary Alice S. McLaughlin, New Bedford, for Fall River Housing Authority.

Before GRANT, KAPLAN and GREANEY, JJ.

RESCRIPT.

The Fall River Housing Joint Tenants Council, Inc. (Council), the recognized representative of Fall River's public housing tenants, brought this action for declaratory and injunctive relief in the Superior Court alleging that the hiring of the defendant Martin "M." Zenni by the defendant Fall River Housing Authority (Authority) as the Authority's executive director violated an agreement contained in a "Memorandum of Understanding" between the Council and the Authority as to hiring practices. After a trial before a judge without a jury, judgment entered dismissing the complaint. The judge ruled that the "judgment of the court" in an earlier Superior Court case involving the Council and the Authority (the so-called Frazier litigation, Bristol Super.Ct., Civil Action No. 8221, filed January 19, 1979), in which the Council had challenged a different hiring decision of the Authority, precluded the Authority (and Zenni as one whose rights were derivative from the Authority) from raising any issue as to the "existence, form, adoption and approval" of the agreement. He also ruled, however, that the agreement had not been made upon legally sufficient consideration (or substitute therefor) and was thus without legal effect, an issue not precluded by the former "judgment." Without becoming preoccupied with form, we think the working arrangement contemplated by the memorandum (as furthering the egalitarian management of the Authority) should be analyzed by reference to principles governing contracts. This indeed appears to have been the approach adopted by the parties and the trial judge. The application of those principles, and the absence of any legal or policy restraints, lead us to conclude that the memorandum creates an obligation which a court should enforce.

1. The Council's argument that the issues in this case are precluded by proceedings in the Frazier litigation is based upon a fundamental misperception of the legal effect of the document referred to as the "Frazier judgment." That document is, in fact, an agreement for judgment, assented to by the parties to the Frazier case, which provides in pertinent part that "[t]he Fall River Housing Authority and the Fall River Joint Tenants Council are and have been bound by the terms of the Memorandum of Understanding signed April 1978, which is attached hereto and incorporated herein." This part of the agreement for judgment provides for declaratory relief. The agreement for judgment was therefore not capable of going to judgment under the terms of Mass.R.Civ.P. 58(a)(1), as amended, 371 Mass. 908 (1977), which allow the clerk to prepare, sign and enter judgment as a ministerial matter without awaiting any direction by the court. That provision expressly applies only to agreements for judgment for a sum certain or denying relief. Since, if it were to be adopted as the decision of the court, the agreement for judgment in the Frazier case would constitute "other relief," it could not become the "judgment" of the court unless the court expressly approved it pursuant to Mass.R.Civ.P. 58(a)(2), 365 Mass. 826-827 (1974). Neither the agreement for judgment itself nor the docket sheet on which it was entered (both of which are part of the record) shows any evidence of the requisite approval by the court, nor has the Council claimed that the agreement was approved. It follows that there is no "Frazier judgment" to enforce or capable of precluding issues in the present case. See also Restatement (Second) of Judgments § 27 comment e (1980).

2. The judge's ruling that the memorandum lacked legally sufficient consideration is erroneous. "The requirement of consideration is satisfied if there is either a benefit to the promisor or a detriment to the promisee." Marine Contractors Co. v. Hurley, 365 Mass. 280, 286, 310 N.E.2d 915 (1974); see 1 Williston, Contracts § 102 (3d ed. 1957). The meaning of contractual "benefit" and "detriment" is well-established. See Graphic Arts Finishers, Inc. v. Boston Redev. Authy., 357 Mass. 40, 42-43, 255 N.E.2d 793 (1970); 1 Williston, supra § 102A, at 382. The record indicates that the Council incurred detriment by becoming bound, under the memorandum's terms, to the performance of a number of specific time consuming duties and obligations which required the expenditure of considerable effort by its members. Even though these labors benefited the Council by giving it a voice in hiring, the fact remains that the Council committed itself to "doing something ... which [it] was privileged not to do," a recognized characteristic of consideration. See 1 Williston, supra § 102A, [15 Mass.App.Ct. 994] at 382. Although it is not necessary to look further for consideration, we also note that the record demonstrates a corresponding benefit to the Authority. The memorandum not only enabled the Authority to satisfy certain regulatory requirements of the Massachusetts Department of Community Affairs (DCA) and the Federal Department of Housing and Urban Development (HUD) but also imposed duties greater than those required by DCA regulations. By so doing, the memorandum triggered the principle that "[t]he requirement of consideration is satisfied [even] if the duty is doubtful or is the subject of honest dispute, or if the consideration includes a performance in addition to or materially different from the performance of the duty." Restatement (Second) of Contracts § 73 comment (b) (1979). See In Re Lloyd, Carr & Co., 617 F.2d 882, 890 (1st Cir.1980).

3. We have no doubt that the memorandum governs the hiring of an executive director. The "Preliminary Statement" of the document states that it is to cover "all vacant positions on the staff of the Authority." Although the word "staff" is not defined, ensuing provisions point to the conclusion that the parties meant to include the executive director. A section labeled "Job Descriptions" requires the maintenance of detailed descriptions "for every job at the Authority" as part of the memorandum. Section 4(a) of the memorandum's "Hiring Procedure" requires that "all vacancies" not filled by in-house transfer of personnel are to be filled under the procedure previously outlined, which is contained in the memorandum's § 4. Section 4(g) of the procedure requires advertisements in certain newspapers "[i]n the case of a vacancy in the position of Executive Director." This last provision in particular would be completely out of place if the parties did not intend to cover the selection of an executive director. In reaching our conclusion, we have not considered the two controverted schedules labeled "Authority Work Force" and "Career Ladders" which were not completed at the time of the agreement's execution but which, when later completed, incorporated in each case the position of executive director.

4. We do not consider the memorandum unenforceable because it lacks a termination date. We think this aspect of the case is governed by the analogous contract principle that an agreement of unspecified duration "might fairly be construed as one 'terminable at will by either party upon reasonable notice,' " Simons v. American Dry Ginger Ale Co., 335 Mass. 521, 524, 140 N.E.2d 649 (1957), a principle which appears to be of general application to agreements of unspecified duration. See e.g. Emerson v. Ackerman, 233 Mass. 249, 252, 124 N.E. 17 (1919); Phoenix Spring Beverage Co. v. Harvard Brewing Co., 312 Mass. 501, 503, 506, 45 N.E.2d 473 (1942); Maddaloni v. Western Mass. Bus Lines, Inc., 386 Mass. 877, 879, 438 N.E.2d 351 (1982); Labrecque v. Niconchuk, 442 F.2d 1094, 1098 (1st Cir.1971); Local Div. 589, Amalgamated Transit Union v. Commonwealth, 511 F.Supp. 312, 316 (D.Mass.1981). See also 1 Williston, supra § 38, at 115-117. Even if a contract is terminable at will, however, termination requires reasonable notice and the contract is "effective at least until the expiration of a reasonable period following notice of termination." Simons v. American Dry Ginger Ale Co., supra 335...