Graphic Arts Finishers, Inc. v. Boston Redevelopment Authority

• Citation: 357 Mass. 40,255 N.E.2d 793
• Parties: GRAPHIC ARTS FINISHERS, INC. v. BOSTON REDEVELOPMENT AUTHORITY.
• Decision Date: 11 February 1970
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 793

255 N.E.2d 793

357 Mass. 40

GRAPHIC ARTS FINISHERS, INC. v. BOSTON REDEVELOPMENT AUTHORITY.

Supreme Judicial Court of Massachusetts, Suffolk.

Argued Nov. 6, 1969.

Decided Feb. 11, 1970.

Jerome L. Rappaport, Boston, for plaintiff.

Loyd M. Starrett, Boston, (Lewis H. Weinstein, and John H. Henn, Boston, with him), for defendant.

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

SPALDING, Justice.

This case comes here on the plaintiff's appeal from an order sustaining a demurrer to its second amended declaration. G.L. c. 231, § 96. The case involves an alleged agreement by the Boston Redevelopment Authority (BRA) to pay the expenses of relocating a business displaced by the Government Center Urban Renewal Project. The declaration is in two counts, the first in contract and the second in tort for deceit.

We summarize the allegations of the first count as follows. On October 25, 1961, BRA, acting under its power of eminent domain, took the buildings known as 42--52 Chardon Street and 41--43 Pitt Street, Boston. The buildings were owned by Greenbaum Realty, Inc., a Massachusetts corporation. The plaintiff's business was located at these premises. The stockholders of the plaintiff and Greenbaum Realty, Inc. are identical. The plaintiff's president, after several conferences subsequent to the taking with the defendant's agents and employees, reached an agreement whereby the plaintiff would receive its 'total certified actual moving expenses' on an instalment basis in return for performance of certain promises. The plaintiff promised (1) to depart the premises peacefully and expeditiously, without requiring the defendnt to resort to legal action; (2) to relocate its business elsewhere and not liquidate; and (3) to induce Greenbaum, the landlord, to consider wiring, plumbing, and other property as the plaintiff's personal property, so that Greenbaum would not claim greater damages from the defendant. The plaintiff alleges performance of these promises, and compliance with all the administrative requirements and conditions set forth by the defendant as a prerequisite for payment. The plaintiff's moving expenses amounted to approximately $130,000 of which it failed to receive $54,069.11.

The second count, in deceit, alleges the following. The defendant made false representations to the plaintiff's president, with knowledge of their falsity, that the defendant would reimburse the plaintiff, upon its compliance with the defendant's administrative requirements, for the 'total certified actual moving expenses' incurred in relocating its business. These representations were made 'with the intention of inducing (the) plaintiff to move its business peacefully and expeditiously.' In reliance on the defendant's representations, the plaintiff has moved its business 'peacefully and expenditiously' and has complied with all the requirements demanded by the defendant. Although the defendant has paid to the plaintiff a portion of the relocation expenses, the sum paid was 'far less than the amount (the) plaintiff had spent in reliance on defendant's representations and statements.'

The grounds for demurrer to each count are: (1) that it is insufficient in law to maintain the action; (2) that it does not state a legal cause of action; and (3) that it does not state 'concisely and with substantial certainty the substantive facts necessary to constitute a cause of action.'

1. The sufficiency in law of count 1 depends on whether the plaintiff's alleged promises constitute valid consideration for the defendant's promise to pay moving expenses. Since we think that the plaintiff's second promise constitutes consideration, we need not consider the validity of the other two.

The essentials of consideration are summarized in Williston, Contracts (3d ed.) § 102A: '(Legal detriment) means giving up something which immediately prior thereto the promisee was privileged to retain, or doing or refraining from doing something which he was then privileged not to do, or not to refrain from doing. Benefit correspondingly must mean the receiving as the exchange for his promise of some performance or forbearance which the promisor was not previously entitled to receive.' The plaintiff's promise to relocate its business and not liquidate clearly is the 'doing something which * * * (it) was then privileged not to do.' The defendant, however, argues first that this promise could not be consideration because it involved no detriment to the plaintiff. Staying in business, it argues, is merely following one's business interests, and thus incurs no detriment. It is apparent, however, that for the plaintiff to stay in business, it would cost about $130,000, the cost of relocating. It would appear that the defendant's promise was an inducement for the plaintiff to stay in business, a course of action which the plaintiff, for financial reasons, might not otherwise have taken. In fact, according to the allegations, the plaintiff advanced, as part of the moving arrangement, a considerable sum of money with the expectation of being repaid. Staying in business, without receiving the promised...