Robert Industries, Inc. v. Spence
| Decision Date | 05 January 1973 |
| Citation | 362 Mass. 751,291 N.E.2d 407 |
| Parties | ROBERT INDUSTRIES, INC. v. William J. SPENCE et al. (and a companion case). |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
Robert F. Sylvia, Boston, for William J. Spence and others.
Leo Sontag, Boston (Raymond W. Rawlings, Boston, with him), for Robert Industries, Inc.
Before TAURO, C.J., and REARDON, QUIRICO, BRAUCHER and KAPLAN, JJ.
The plaintiff filed two bills in the Superior Court. The first sought an accounting for the interference by the defendant Spence, through the defendant corporations controlled by him, with a right granted to the plaintiff by the Metropolitan District Commission (MDC). The second sought a declaration that a lease from the MDC to the plaintiff gave the plaintiff an exclusive right to serve food for money on George's Island in Boston Harbor and also sought an injunction against such activity on the part of Spence and his corporations. One of the defendant corporations in the first suit, Massachusetts Bay Lines, Inc., by counterclaim sought damages for unfair competition.
The judge made findings, rulings and an order for decree in each case, ruled that the plaintiff has the exclusive right it claims, and granted the declaratory relief and injunction prayed for in the second suit. In the first suit he found that the defendants acted in the honest belief, in accordance with an opinion of MDC counsel, that the lease did not grant the exclusive right claimed, and dismissed the bill. In view of his findings in the companion case he found no damage on the counterclaim. The defendants appeal from the final decrees in both suits. The evidence is reported.
We summarize the judge's findings. Before 1967 Spence or his corporation had a lease from the MDC as a concessionaire on George's Island, and ran clambakes. During 1967 and 1968 there was no concessionaire on the island, and the facilities fell into disrepair. During this period Spence or his corporations continued to run clambakes on the island, using some of the same facilities. On May 14, 1969, the MDC leased to the plaintiff for five years portions of three buildings and certain adjoining areas on the island for the purpose of running a food and beverage concession. The lease refers to use of one of the buildings as an 'indoor picnic area,' and the plaintiff serves clambakes there in inclement weather. The lease also refers to a 'Regular Concession Stand,' which it also calls a 'Regular Snack Bar,' and to the use of an adjacent area 'for lobster and fish handling.' The lease requires the plaintiff to renovate and repair the leased areas, and provides that the MDC shall receive ten per cent of the plaintiff's gross receipts.
The critical provision of the lease is paragraph 8: The judge found that provision ambiguous and that the MDC and the plaintiff intended that no other food be served on the island for money except that purchased through the plaintiff. The second sentence of paragraph 8 was intended to permit individuals or small groups of individuals to bring their own picnic lunches or food to the island for preparation in outdoor grills provided by the MDC and to consume it there. It was not the intent of the MDC or the plaintiff to permit the preparation and service of food on the island for profit by any individual or company other than the plaintiff.
Spence, through a corporation whose principal business is the operation of harbor boats on scheduled runs and sightseeing trips, has been advertising and running clambakes on the island during 1969, 1970 and 1971. It solicits the business of groups of individuals and charges a price which includes transportation to and from the island and a price for the clambake. The food is in part prepared on the mainland, taken to the island on small boats, and further prepared, cooked and served on the island in areas not covered by the plaintiff's lease. There is no lease to Spence or his corporations, and they pay no fee to the MDC.
1. Contrary to the defendants' contention, there was no error in the admission of evidence of the facts and circumstances of the transaction, including the situation and relations of the parties, for the purpose of applying the terms of the written contract to the subject matter and removing and explaining any uncertainty or ambiguity which arose from such application. Stoops v. Smith, 100 Mass. 63, 66. A lease is to be read in the light of the circumstances of its execution, which may enable the court to see that its words are really ambiguous. Sheff v. Candy Box, Inc., 274 Mass. 402, 406, 174 N.E. 466. When the written agreement, as applied to the subject matter, is in any respect uncertain or equivocal in meaning, all the circumstances of the parties leading to its execution may be shown for the purpose of elucidating, but not of contradicting or changing its terms. Smith v. Vose & Sons Piano Co., 194 Mass. 193, 200, 80 N.E. 527; Goldenberg v. Taglino, 218 Mass. 357, 359, 105 N.E. 883. See Restatement 2d: Contracts (Tent. draft No. 5, March 31, 1970), §§ 235, 236 (Tent. draft No. 6, March 31, 1971), §§ 240, 241. Compare Uniform Commercial Code, G.L. c. 106, § 2--202, inserted by St.1957, c. 765, § 1. Expressions in our cases to the effect that evidence of circumstances can be admitted only after an ambiguity has been found on the face of the written instrument have reference to evidence offered to contradict the written terms. See Violette v. Rice, 173 Mass. 82, 84, 53 N.E. 144; Snider v. Deban, 249 Mass. 59, 61, 144 N.E. 69.
2. In view of its completeness and specificity, the lease reasonably appears to be a complete agreement, and it is therefore taken to be a complete agreement in the absence of contrary evidence. Compare Welch v. Bombardieri, 252 Mass. 84, 87, 147 N.E. 595; Caputo v. Continental Constr. Corp., 340 Mass. 15, 18, 162 N.E.2d 813; Carlo Bianchi & Co., Inc. v. Builders' Equip. & Supplies Co., 347 Mass. 636, 643--644, 199 N.E.2d 519; Restatement 2d: Contracts (Tent. draft No. 5, March 31, 1970), § 235(3). In fact, the evidence confirmed the normal inference. The...
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