Haufler v. Zotos

• Decision Date: 12 April 2006
• Citation: 845 N.E.2d 322,446 Mass. 489
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: R. Christian HAUFLER, JR., trustee,<SMALL><SUP>1</SUP></SMALL> v. Thomas ZOTOS & another.<SMALL><SUP>2</SUP></SMALL>

845 N.E.2d 322

446 Mass. 489

R. Christian HAUFLER, JR., trustee,¹ v. Thomas ZOTOS & another.²

Supreme Judicial Court of Massachusetts. Plymouth.

Argued December 6, 2005.

Decided April 12, 2006.

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J. Gavin Cockfield, Boston, for the plaintiff.

Robert E. Kelley for the defendants.

Present: MARSHALL, C.J., GREANEY, IRELAND, SPINA, COWIN, & CORDY, JJ.

MARSHALL, C.J.

This case arises out of a property dispute between R. Christian Haufler and Thomas and Nancy Zotos (collectively, Zotos),³ who own land adjacent to each other along the North River in Marshfield (town). At issue is whether an escrow agreement between Haufler and Zotos concerning transfer of title of a triangular portion of Haufler's land to Zotos is enforceable, and whether delivery of the deed effectively conveyed title to Zotos. Haufler claims that ownership of the triangular parcel is essential to his plans to construct a new house on his property under the town's applicable zoning bylaws,⁴ and that the terms of the escrow agreement, executed by Zotos some fifteen months after Haufler had signed it, did not reflect their agreement. Also at issue is whether Zotos violated the Massachusetts Civil Rights Act (act), G.L. c. 12, §§ 11H-11I,⁵ by interfering through "threats, intimidation or coercion" with Haufler's right to use and enjoy his property.

After a trial before a judge in the Superior Court, the judge ruled that the escrow agreement was enforceable, delivery of the deed was effective to convey title, and Zotos did not violate the act.⁶ We affirm the judge's order with respect to the escrow agreement and validity of the deed. We vacate his order with respect to the civil rights claim.

1. Procedural background. In October, 1999, Haufler commenced an action in the Land Court against Zotos challenging the validity of a deed transferring title of a triangular portion of land he owned in Marshfield to Zotos. Haufler also claimed that Zotos interfered with his constitutional right to use and enjoy his property by threatening to "oppose construction on any portion" of his land, and by recording the deed to the triangular parcel "in order to defeat [Haufler's] ability to construct the proposed residences," in violation of the act. Haufler subsequently moved for a preliminary injunction to enjoin Zotos's "continuing trespasses" on his property, which was allowed by a judge in the Land Court in November, 1999.

On Zotos's motion, the case was transferred to the Superior Court in October, 2000, pursuant to G.L. c. 211B, § 9. Some two years later, in September, 2002, Haufler filed a complaint for contempt, alleging that Thomas Zotos had violated the preliminary injunction entered in the Land Court.⁷ In January, 2003, a judge in the Superior Court held a two-day trial on the contempt complaint, vacated the preliminary injunction issued by the Land Court, and issued a new preliminary injunction.⁸ In March, 2003, the same judge held a bench trial on Haufler's remaining claims. In a comprehensive memorandum and order, the judge concluded that the escrow agreement was enforceable against Haufler and that the deed to the triangular parcel had been properly recorded by Zotos; he entered a declaratory judgment to that effect, stating that Haufler "does not own or have any legal right, title or interest in the triangular parcel." The judge further concluded that Haufler's claim under the act failed because the collective conduct of the defendants did not constitute "threats, intimidation or coercion" within the meaning of the act. Haufler appealed,⁹ and we granted his application for direct appellate review.

2. Factual background. We summarize the facts as found by the judge, supplemented by undisputed facts from the record. In May, 1995, Haufler purchased a 6.7-acre L-shaped parcel of land on Littles Lane in Marshfield (Lot C) from Ralph and Kathleen Campanelli (collectively Campanelli), and in September, 1995, Campanelli transferred to Haufler a building permit they had previously obtained for the lot. Lot C is heavily wooded and is bordered on the north by the North River and conservation land administered by the National Audubon Society. At the time of Haufler's purchase, no house had been built on Lot C, but there were two buildings on the lot, a "cottage" and a "garage."¹⁰ The cottage is situated on a small triangular parcel that extends from the eastern border of Lot C into the adjacent lot, Lot D. The judge found that Haufler planned to obtain a new residential building permit for Lot C on the theory that the cottage located on the triangular parcel constituted a preexisting residential structure that would entitle him to such a permit. Haufler planned to obtain the permit, pour his foundation, and then demolish the cottage.¹¹ Once this was accomplished, Haufler was prepared to convey the triangular parcel to the owner of Lot D.

At some point Haufler, Campanelli, and the then-owner of Lot D, Aldro French, entered into an agreement (Campanelli agreement) concerning the triangular portion of Lot C.¹² Haufler (identified as "the buyer") agreed that "upon obtaining a building permit to build which shall be applied for immediately," he would "remove the existing cottage and shed within seventy-five (75) days of purchase" and would convey to French "the triangular piece of property on which the [cottage] and [shed] presently exist." The stated purpose of the Campanelli agreement was "to continue the easterly sideline of the premises to be sold [by French] in a straight line."

Thereafter, on January 29, 1996, French executed a purchase and sale agreement with Zotos for the purchase of Lot D-1.¹³ The premises described in the French-Zotos purchase and sale agreement included the "triangular shaped parcel of land," although at the time Haufler had not conveyed title of that parcel to French as contemplated by the Campanelli agreement. Zotos retained an attorney, Steven Graham, to represent them at the closing, which was set for May 15, 1996.

As the closing date approached, Haufler still had not conveyed the triangular parcel to French. Because Zotos did not wish to rescind the purchase and sale agreement with French, they authorized Graham, as the judge found, "to make appropriate binding agreements on their behalf to obtain title to the triangle consistently with their purchase and sale agreement." Graham thereupon obtained for Zotos an assignment of French's rights under the Campanelli agreement. In anticipation of the French-Zotos closing, in early May, 1996, Graham telephoned Haufler to negotiate an agreement to the effect that Haufler would execute the deed to the triangular parcel, and Graham would hold the deed in escrow for Zotos. He then sent a letter to Haufler "to confirm the agreement" reached during the telephone conversation. The letter stated that Graham required from Haufler (in time for the closing still scheduled for May 15, 1996) a plan of the triangular parcel suitable for recording; a deed to the parcel; and a mortgage on the lot to be recorded at the time of closing "for the full performance of all undertakings in the agreement listed below." The letter further stated that Graham would prepare and send to Haufler for his signature: (1) an "agreement to convey the [triangular] property upon the start of construction on [Haufler's] property and to move the [cottage] currently located on the property to my client's property"; and (2) an agreement "to [e]scrow the amount of $5,000 to cover the expenses of moving the [cottage¹⁴] onto my client's property."

Graham then prepared and sent to Haufler an escrow agreement dated May 14, 1996, to be executed by Haufler and Zotos, which, the judge found, Graham drafted to accommodate the interests of both parties "consistently with his discussions" with Haufler.¹⁵ The escrow agreement began with a series of recitals concerning the rights of Zotos to the triangular parcel under the purchase and sale agreement with French, and Haufler's need for the triangular parcel to accomplish his building permit objectives. The agreement then provided that Haufler would execute a deed to Zotos for the triangular parcel to be held in escrow by Graham and not recorded "until the occurrence of the events described in paragraphs 2 or 3, whichever occurs the earliest." Paragraph 2, in turn, stated that Zotos would record the deed on "the commencement of construction on the dwelling" on Haufler's land.¹⁶ Paragraph 3 stated that Zotos "shall be entitled to record the deed . . . on or after August 30, 1996, notwithstanding the failure of Haufler to commence construction prior to that time."¹⁷ Haufler signed the agreement, which had not yet been signed by Zotos, and had his signature notarized on May 14, 1996. The following day he sent the signed escrow agreement to Graham together with $5,000, the mortgage, and two signed and notarized deeds¹⁸ for the triangular parcel of Lot C.¹⁹ The closing occurred, Zotos obtained title to Lot D-1, but as we describe below, Zotos did not sign the escrow agreement until some fifteen months later.

Haufler encountered unanticipated delays because of his plans to subdivide Lot C, which in turn stalled commencement of any construction on his land. According to the town's zoning code enforcement officer, by subdividing Lot C into Lots "C-1" and "C-2,"²⁰ Lot C-1 was essentially rendered "nonconforming" because it did not have sufficient frontage on Littles Lane. For this reason, on July 10, 1996, the town rescinded the original (Campanelli) building permit for Lot C.²¹

By August 30, 1996, the date provided in the escrow agreement, Haufler had not obtained a new building permit, much less started construction of his house. The date passed without Zotos pressing the matter, and Haufler continued to pursue his plans to subdivide Lot C and to build a house on each subdivided lot. In April, 1997, while his appeal from the town's...