Nelson v. Maiorana

• Decision Date: 05 June 1985
• Citation: 478 N.E.2d 945,395 Mass. 87
• Parties: Helena F. NELSON et al. 1 guardians v. Henry L. MAIORANA et al. 2
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 945

478 N.E.2d 945

395 Mass. 87

Helena F. NELSON et al. ¹ guardians v. Henry L. MAIORANA et al. ²

Supreme Judicial Court of Massachusetts,

Norfolk.

Argued March 7, 1985.

Decided June 5, 1985.

Harold W. Potter, Jr., Boston, for plaintiff.

John T. Gaffney, Boston (John T. Gaffney, Jr., Boston, with him), for defendants.

Before HENNESSEY, C.J., and WILKINS, ABRAMS, NOLAN and LYNCH, JJ.

WILKINS, Justice.

On October 31, 1968, the plaintiffs, as guardians, entered into a lease to the defendants of premises on Chestnut Street in Needham owned by their ward, George Marsilli. The lease provided for a term of five years at an annual rent of $6,000, commencing November 1, 1968, with an option in the lessees to extend the lease for additional terms. ³ The lease also granted the defendants an option to purchase the premises "at any time before the expiration of the lease or any extensions thereof," if the defendants were not in default. If the purchase price could not be agreed upon, each party was to name an appraiser, and the two named appraisers would select a third appraiser, to establish the purchase price. The parties acknowledge that the lease, containing the option to purchase, was authorized by an October 11, 1968, decree entered by a judge of the Probate and Family Court for Norfolk County.

On June 27, 1983, prior to the end of the third five-year term under the lease, the defendants notified the plaintiffs that they were exercising their option to purchase the premises. Because the parties could not agree on a purchase price, the appraisal procedure set out in the lease was followed. In late September, 1983, the appraisers determined that the fair market value of the premises was $215,000.

The plaintiffs believed that a sale price of $215,000 was inadequate and commenced this proceeding shortly thereafter, seeking instructions and declaratory relief. A judge of the Probate and Family Court allowed the defendants' motion for summary judgment, ordered the plaintiffs to convey the premises to the defendants for $215,000, and directed the defendants to pay rent from November 1, 1983, at the annual rate of $25,500, as determined by the appraisers. The plaintiffs appealed, and we transferred the appeal here on our own motion.

From the plaintiffs' memorandum and the affidavits before the motion judge, it is apparent that the plaintiffs argued to him a challenge only to the appraisers' decision that the fair market value of the premises was $215,000. On this question, the affidavits and other material before the judge presented no dispute of material fact requiring denial of the defendants' motion for summary judgment. Although a dispute was shown as to the fair market value of the premises, there was nothing presented to warrant a finding of fraud, corruption, dishonesty, or bad faith in the appraisal process or decision. See Eliot v. Coulter, 322 Mass. 86, 91, 76 N.E.2d 19 (1947). Only in such circumstances would a judge be justified in upsetting the determination of appraisers selected by agreement to resolve a dispute between the parties.

In this court, the plaintiffs have challenged for the first time the validity of the option provision. If we were not concerned with the interests of a ward in this case, we might well conclude that this challenge comes too late when it is raised first, in any significant way, on appeal. It is true that the plaintiffs' complaint did allege that the appraisal price was not the best obtainable price in the marketplace and that the ward's best interest was to obtain the best possible price. The plaintiffs presented affidavits which tended to support the fact that the fair market value of the premises exceeded $215,000. In their prayers for relief the plaintiffs asked for instructions "as to whether or not they are bound by the terms of said Lease and by said appraisal to sell said property to the Defendants for $215,000." It is clear, however, that the plaintiffs made no argument to the motion judge that the option was unenforceable or that, on equitable principles, specific performance should not be ordered at the appraisal price. At no stage, even before us, have the plaintiffs faced the question whether the 1968 court decree approving the lease, with the option agreement, has binding effect, unless and until it may be vacated (at least, as to the option) as being in excess of the court's authority. See Mitchell v. Mitchell, 312 Mass. 154, 163-164, 43 N.E.2d 783 (1942). On the other hand, the plaintiffs' request for instructions was not answered explicitly by the judgment and was answered only implicitly to the effect that the plaintiffs were bound by the option agreement. Our concern for the interests of the ward prompts us to consider the question of the enforceability of the option provision. We base our right to do so on our general supervisory authority over the courts of the Commonwealth.

We do not know the reasoning of the motion judge in granting summary judgment. If the motion judge concluded that summary judgment should be entered for the...