Graycor Constr. Co. v. Pac. Theatres Exhibition Corp.
| Decision Date | 12 September 2022 |
| Docket Number | SJC-13142 |
| Citation | 193 N.E.3d 1083 |
| Parties | GRAYCOR CONSTRUCTION COMPANY INC. v. PACIFIC THEATRES EXHIBITION CORP. & others (and a consolidated case). |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Alex W. Dockery (Peter D. Bilowz & Martin M. Fantozzi also present), Boston, for Podium Developer LLC & others.
Christopher W. Costello, Salem, for Graycor Construction, Inc.
Present: Budd, C.J., Gaziano, Lowy, Cypher, Kafker, Wendlandt, & Georges, JJ.
During the early months of the COVID-19 pandemic, a contractor sought to establish a mechanic's lien, pursuant to G. L. c. 254, § 2, on land leased to a developer for whom the contractor had performed work but had not been paid. The contractor recorded a notice of contract in the registry of deeds, as required by G. L. c. 254, § 2, but the notice failed to name the actual owners of the property, who had leased it to the developer, and instead named the owner of another parcel. The contractor then filed a complaint in the Superior Court seeking to enforce the mechanic's lien, and also raising claims of breach of contract, quantum meruit, unjust enrichment, and violations of G. L. c. 93A. By the time that the contractor recorded a proper notice of contract, naming the actual owners, in the registry of deeds, and filed an amended complaint, the statutory deadline for making such a recording had elapsed.
The property owners moved to dismiss the contractor's claims for quantum meruit, for unjust enrichment, and to enforce the mechanic's lien. They also filed a complaint for summary discharge of the lien under G. L. c. 254, § 15A, arguing that the contractor had not timely recorded the notice of contract in the registry of deeds. The contractor, in turn, filed a motion to dismiss the complaint for discharge.
At a consolidated hearing on the two motions, the contractor argued that four of this court's emergency orders, issued on April 1, April 27, May 26, and June 24, 2020, which modified in-person court operations and, among other measures, tolled "all deadlines set forth in statutes" that expired between March 17, 2020, and June 30, 2020, tolled the statutory deadline for recording a notice of contract in the registry of deeds under G. L. c. 254, § 2. A Superior Court judge concluded that the deadline had been tolled; accordingly, he denied the owners’ partial motion to dismiss and allowed the contractor's motion to dismiss the owners’ complaint for discharge. The judge also reported a question to the Appeals Court as to whether his decision was correct; we subsequently allowed the owners’ application for direct appellate review. Because the court's orders issued in the early months of the COVID-19 pandemic, pursuant to our superintendence authority under G. L. c. 211, § 3, concerned court operations only and did not apply to executive agencies such as the registry of deeds, the measure tolling statutory deadlines must be read as tolling only those statutory deadlines that pertained to cases pending in court or to be filed in court. We therefore reverse the judge's order denying the owners’ partial motion to dismiss the contractor's complaint and allowing the contractor's motion to dismiss the complaint for summary discharge.
1. Background. The facts are undisputed. In November of 2018, Graycor Construction Company Inc. (Graycor) entered into an agreement with Pacific Theatres Exhibition Corp. (Pacific) to serve as the general contractor for the construction of a cinema complex on land owned by Podium Owner, LP (Podium Owner), and leased by Podium Developer LLC (Podium Developer) (collectively, Podium entities). The land on which the cinema was to be built was part of a mixed-use development consisting of several parcels owned by separate entities. Graycor's contract with Pacific, however, incorrectly identified the parcel where Graycor was to perform its work as an abutting parcel owned by Office Tower Owner, LP (Office Tower Owner).
In the ensuing months, Graycor furnished labor, materials, and equipment for the cinema project. Graycor ceased work on the project on March 4, 2020. According to Graycor, Pacific has not paid Graycor $3,527,956.10 it is owed for this work. On April 27, 2020, Graycor recorded a notice of contract in the Suffolk County registry of deeds, pursuant to G. L. c. 254, § 2, in order to perfect a mechanic's lien on the property. Graycor also recorded a statement of account, setting forth the amount assertedly owed to Graycor by Pacific, pursuant to G. L. c. 254, § 8. Both the notice of contract and the statement of account incorrectly identified the property and named Office Tower Owner as the property owner. Neither of the April 27, 2020 filings referenced the Podium entities. On June 19, 2020, Graycor recorded an amended notice of contract and statement of account, once again incorrectly identifying the property, naming Office Tower Owner as the property owner, and failing to name either of the Podium entities.
Graycor filed a complaint in the Superior Court on July 23, 2020 for breach of contract, quantum meruit, unjust enrichment, enforcement of the mechanic's lien, and violations of G. L. c. 93A. The complaint named Pacific and Office Tower Owner as defendants, but did not name either Podium Owner or Podium Developer. On September 9, 2020, Graycor recorded a second amended notice of contract and statement of account in the registry of deeds, this time correctly identifying the address of the property where Graycor had performed its work and naming the Podium entities for the first time. Graycor subsequently filed an amended complaint in the Superior Court, which added the Podium entities as defendants.
The defendants moved to dismiss three counts of that complaint, including the claim to enforce the mechanic's lien, and the Podium entities also filed a separate complaint against Graycor, pursuant to G. L. c. 254, § 15A, seeking summary discharge of the purported lien on the ground that Graycor had not met the statutory deadline for recording a notice of contract in the registry of deeds, set forth in G. L. c. 254, § 2. Under the terms of the statute, the deadline for filing the notice of contract is ninety days after work was last performed on the property. Graycor moved to dismiss the complaint for discharge, arguing that the deadline had been tolled because the "Supreme Judicial Court extended statutory deadlines due to the COVID-19 pandemic."
After a consolidated hearing on the two motions to dismiss, a Superior Court judge allowed Graycor's motion to dismiss the complaint for discharge and denied the defendants’ motion to dismiss three counts of Graycor's complaint. The motion judge concluded that the disputed orders regarding court operations during the COVID-19 pandemic, the April 1 order,3 the April 27 order,4 the May 26 order,5 and the June 24 order,6 tolled the statutory deadline set forth in G. L. c. 254, § 2, and therefore that Graycor's recording of its notice of contract on September 9, 2020, was timely. The judge then reported his decision and the following question to the Appeals Court, pursuant to Mass. R. Civ. P. 64 (a) :
"Did the Supreme Judicial Court's Orders ... entered on April 1, April 27, May 26, and June 24, 2020, ... toll the statutory period for filing a Notice of Contract with the registry of deeds under G. L. c. 254, § 2 ?"
After reporting the question, on motion by the Podium entities, the judge issued a "final judgment" to ensure that his decision would be ripe for review, and clarified the wording of his original order. We allowed the defendants’ application for direct appellate review.
2. Discussion. Commonwealth v. Markvart, 437 Mass. 331, 333, 771 N.E.2d 778 (2002), quoting Commonwealth v. Bruno, 432 Mass. 489, 493 n.5, 735 N.E.2d 1222 (2000). Here, the question before the court is the correctness of the judge's determination that the orders at issue tolled filing deadlines in the registry of deeds, which underpins his decision on the parties’ motions to dismiss. We review such a legal question de novo. See Edwards v. Commonwealth, 477 Mass. 254, 260, 76 N.E.3d 248 (2017), S.C., 488 Mass. 555, 174 N.E.3d 1153 (2021) ; Curtis v. Herb Chambers I-95, Inc., 458 Mass. 674, 676, 940 N.E.2d 413 (2011).
As the motion judge observed, the parties agree that the notice of contract Graycor recorded in April of 2020 was defective due to its misidentification of the property where the work was performed and its misidentification of the property owners. The parties also agree that, if this court's orders tolled the deadline for recording a notice of contract in the registry of deeds, Graycor's notice of contract recorded in September of 2020 was timely and was sufficient to establish an enforceable lien.
Graycor contends that the April 1, April 27, May 26, and June 24, 2020 orders, issued pursuant to this court's superintendence authority under G. L. c. 211, § 3, tolled recording deadlines in the registry of deeds, because the registry of deeds is sufficiently entwined with the judicial system to be subject to this court's superintendence power. The defendants argue that the orders did not toll recording deadlines, because this court's superintendence authority applies only to courts of inferior jurisdiction, not executive agencies such as the registry of deeds.
a. Mechanic's lien statute. A mechanic's lien secures a "debt due to a person who performs labor or supplies material for the improvement of real estate by an agreement or with the express or implied consent of the owner." Hammill-McCormick Assocs., Inc. v. New England Tel. & Tel. Co., 399 Mass. 541,...
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