Grigg v. Leclair
| Decision Date | 16 February 2022 |
| Docket Number | 21-P-343 |
| Citation | 100 Mass.App.Ct. 1124,182 N.E.3d 343 (Table) |
| Parties | Jessica A. GRIGG & another v. Edmond R. LECLAIR. |
| Court | Appeals Court of Massachusetts |
This is a dispute over the terms of a written agreement to purchase residential real estate. The plaintiffs, the intended purchasers, wanted to raise chickens on the property and included a contingency in the purchase and sale agreement to ensure that they would be able to do so. After a title search revealed a covenant prohibiting the use of property in the subdivision for that purpose, the plaintiffs asked the defendant seller to return their $97,500 deposit. The defendant refused, claiming that the protective covenant did not apply to the residential lot the plaintiffs agreed to purchase. When the parties could not resolve the dispute, the plaintiffs filed a lawsuit alleging breach of contract, misrepresentation, and unfair and deceptive business practices under G. L. c. 93A.4
A Superior Court judge allowed summary judgment in favor of the plaintiffs on their breach of contract claim, reasoning that the terms of the contingency in the purchase and sale agreement were unambiguous, that the protective covenant encumbered one of the lots the plaintiffs intended to purchase, and that the plaintiffs therefore had the right to terminate the purchase and sale agreement. Accordingly, the judge ordered that the defendant return the deposit to the plaintiffs. On appeal, the defendant principally argues that the judge misconstrued the purchase and sale agreement, which allowed the plaintiffs to terminate the agreement only if the protective covenants applied to the lot where they intended to reside, not the lot which included the access road. We affirm.
Factual background. On March 28, 2018, the plaintiffs and the defendant entered into a written contract for the purchase and sale of the real property described as 16B Laurel Hollow Road in Boxford. The purchase and sale agreement included an integration clause which provided that the written agreement "sets forth the entire contract between the parties." The property was further described in the purchase and sale agreement as the "home and outbuildings ... shown as Lot 2 on a plan recorded with the Southern Essex Registry of Deeds in Plan Book 306 ... together with an undivided 1/2 interest in Lot 26 ... [r]egistered as Land Document Certificate of Title No. 66559." It is undisputed that Lot 2 was an 8.51 acre parcel with a residence and outbuildings and Lot 26 was a narrow parcel that included the access road shared by Lots 1 and 2.
The plaintiffs agreed to purchase the property for $1,950,000. Pursuant to the purchase and sale agreement, the plaintiffs deposited $1,000 at the time of the initial offer and an additional $96,500 on March 28, 2018, when the purchase and sale agreement was executed. The balance was due at the time of closing.
Pursuant to paragraph 27(B), the parties also agreed that the purchase and sale agreement was contingent on a "title search by buyer's attorney confirming barnyard animals, including poultry, may be housed/stabled on the property; and property has no covenants/restrictions." On April 12, 2018, counsel for the plaintiffs notified the defendant that the plaintiffs were terminating the purchase and sale agreement because the title search revealed that Lot 26 was subject to a protective covenant for the Laurel Hollow Subdivision which provided that "[n]o poultry house or yard shall be erected or maintained on any lot nor shall pigs or other barnyard animals be stabled or maintained thereon."
Discussion. Summary judgment is appropriate where there are no genuine issues of material fact in dispute and the moving party is entitled to judgment as a matter of law. See Community Nat'l Bank v. Dawes, 369 Mass. 550, 553 (1976). We review the disposition of a motion for summary judgment de novo, Miller v. Cotter, 448 Mass. 671, 676 (2007), and all evidentiary inferences are to be resolved in favor of the party opposing the motion for summary judgment. See Nunez v. Carrabba's Italian Grill, Inc., 448 Mass. 170, 174 (2007).
1. The contingency clause. The defendant argues that summary judgment should not have been allowed because the term "property" in paragraph 27(B) of the purchase and sale agreement (the contingency clause) was ambiguous. Specifically, the defendant contends it was unclear if the term "property" as used in paragraph 27(B) referred to both lots that the plaintiffs contracted to purchase, or only to Lot 2, the residential lot. According to the defendant, the parties intended the word "property" in paragraph 27(B) to include only the residential lot and not the access road lot, and because the protective covenant did not prohibit housing chickens or other barnyard animals on the residential lot, the plaintiffs had no right to terminate the purchase and sale agreement.
"The interpretation of a contract is a question of law, which we review de novo." James B. Nutter & Co. v. Estate of Murphy, 478 Mass. 664, 667 (2018). "When the words of a contract are clear, they control, and we must construe them according to their plain meaning, in the context of the contract as a whole." Lieber v. President & Fellows of Harvard College (No. 2), 488 Mass. 816, 823 (2022). A party's private understanding or intent regarding the meaning of a contract is immaterial. See Chambers v. Gold Medal Bakery, Inc., 83 Mass. App. Ct. 234, 245 (2013). "A [contract] term is ambiguous only if it is susceptible of more than one meaning and reasonably intelligent persons would differ as to which meaning is the proper one." Citation Ins. Co. v. Gomez, 426 Mass. 379, 381 (1998).
We agree with the motion judge's conclusion that the term "property" in paragraph 27(B) of the purchase and sale agreement is unambiguous. The "property" referred to in paragraph 27(B) clearly means the property being sold pursuant to the purchase and sale agreement. Paragraph 2 of the purchase and sale agreement describes the property being sold as Lot 2 "together with" an undivided one-half interest in Lot 26. Thus, the property being sold pursuant to the purchase and sale agreement included both Lots 2 and 26. The fact that paragraph 2 of the purchase and sale agreement referred to Lots 2 and 26 as "the premises" and paragraph 27(B) referred to "the property" is a distinction without a difference. The only reasonable interpretation of the purchase and sale agreement is that "the property" in paragraph 27(B) meant all of the property being sold. Accordingly, we decline the...
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