Robert Industries, Inc. v. Spence

CourtUnited States State Supreme Judicial Court of Massachusetts
Writing for the CourtBefore TAURO; BRAUCHER
Citation362 Mass. 751,291 N.E.2d 407
Decision Date05 January 1973
PartiesROBERT INDUSTRIES, INC. v. William J. SPENCE et al. (and a companion case).

Page 407

291 N.E.2d 407
362 Mass. 751
ROBERT INDUSTRIES, INC.
v.
William J. SPENCE et al. (and a companion case).
Supreme Judicial Court of Massachusetts, Suffolk.
Argued Oct. 4, 1972.
Decided Jan. 5, 1973.

Page 408

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.

BRAUCHER, Justice.

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 [362 Mass. 752] 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 Commission agrees that during the time this concession lease is in force, it shall not grant a lease to any other person or company which shall in any way [362 Mass. 753] compete with the concession herein granted. The Commission, however, reserves the right to permit patrons to bring their own food and beverages for their own personal use into and upon the Island.' 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

Page 409

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...

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188 practice notes
  • Boston Edison Co. v. F.E.R.C., No. 87-1935
    • United States
    • U.S. Court of Appeals — First Circuit
    • June 6, 1988
    ...may be shown for the purpose of elucidating, but not of contradicting or changing its terms." Robert Industries, Inc. v. Spence, 362 Mass. 751, 291 N.E.2d 407, 409 (1973). See also Cullinet Software, Inc. v. McCormack & Dodge Corp., 400 Mass. 775, 511 N.E.2d 1101, 1102 (1987); Antonellis v.......
  • Trent Partners and Associates v. Digital Equip., No. CIV. A. 97-10048-DPW.
    • United States
    • United States District Courts. 1st Circuit. United States District Courts. 1st Circuit. District of Massachusetts
    • December 22, 1999
    ...of the parties' agreement—can normally be inferred from a contract that is comprehensive and specific. Robert Indus., Inc. v. Spence, 362 Mass. 751, 754, 291 N.E.2d 407 (1973); see also, Gregory v. Raytheon Serv. Co., 27 Mass.App.Ct. 1170, 1171, 540 N.E.2d 694 (1989) (integration uncontrove......
  • Pierce v. Pierce, SJC-10381.
    • United States
    • United States State Supreme Judicial Court of Massachusetts
    • November 9, 2009
    ...considering parol evidence as to the purpose and intent of the parties in adopting this provision. See Robert Indus., Inc. v. Spence, 362 Mass. 751, 753-754, 291 N.E.2d 407 We also conclude that the judge erred in her implicit conclusion that a judge may not reduce or eliminate an alimony o......
  • Charles River Park, Inc. v. Boston Redevelopment Authority, No. 88-P-1008
    • United States
    • Appeals Court of Massachusetts
    • July 10, 1990
    ...by the trial judge's conclusions unless the problem of interpretation is affected by findings of fact." Robert Indus., Inc. v. Spence, 362 Mass. 751, 755, 291 N.E.2d 407 (1973). Carrigg v. Cordeiro, 26 Mass.App.Ct. 611, 613-614, 530 N.E.2d 809 2 The parties in support of their respective mo......
  • Request a trial to view additional results
188 cases
  • Boston Edison Co. v. F.E.R.C., No. 87-1935
    • United States
    • U.S. Court of Appeals — First Circuit
    • June 6, 1988
    ...may be shown for the purpose of elucidating, but not of contradicting or changing its terms." Robert Industries, Inc. v. Spence, 362 Mass. 751, 291 N.E.2d 407, 409 (1973). See also Cullinet Software, Inc. v. McCormack & Dodge Corp., 400 Mass. 775, 511 N.E.2d 1101, 1102 (1987); Antonellis v.......
  • Trent Partners and Associates v. Digital Equip., No. CIV. A. 97-10048-DPW.
    • United States
    • United States District Courts. 1st Circuit. United States District Courts. 1st Circuit. District of Massachusetts
    • December 22, 1999
    ...of the parties' agreement—can normally be inferred from a contract that is comprehensive and specific. Robert Indus., Inc. v. Spence, 362 Mass. 751, 754, 291 N.E.2d 407 (1973); see also, Gregory v. Raytheon Serv. Co., 27 Mass.App.Ct. 1170, 1171, 540 N.E.2d 694 (1989) (integration uncontrove......
  • Pierce v. Pierce, SJC-10381.
    • United States
    • United States State Supreme Judicial Court of Massachusetts
    • November 9, 2009
    ...considering parol evidence as to the purpose and intent of the parties in adopting this provision. See Robert Indus., Inc. v. Spence, 362 Mass. 751, 753-754, 291 N.E.2d 407 We also conclude that the judge erred in her implicit conclusion that a judge may not reduce or eliminate an alimony o......
  • Charles River Park, Inc. v. Boston Redevelopment Authority, No. 88-P-1008
    • United States
    • Appeals Court of Massachusetts
    • July 10, 1990
    ...by the trial judge's conclusions unless the problem of interpretation is affected by findings of fact." Robert Indus., Inc. v. Spence, 362 Mass. 751, 755, 291 N.E.2d 407 (1973). Carrigg v. Cordeiro, 26 Mass.App.Ct. 611, 613-614, 530 N.E.2d 809 2 The parties in support of their respective mo......
  • Request a trial to view additional results

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