S. Shore Hellenic Church, Inc. v. Artech Church Interiors, Inc.
| Decision Date | 19 February 2016 |
| Docket Number | CIVIL ACTION NO. 12-11663-GAO |
| Parties | SOUTH SHORE HELLENIC CHURCH, INC., a/k/a "NATIVITY-ASSUMPTION OF THE VIRGIN MARY GREEK ORTHODOX CHURCH," "NATIVITY OF THE VIRGIN MARY GREEK ORTHODOX CHURCH," "NATIVITY OF THE VIRGIN MARY/PANAGIA," "PANAGIA GREEK ORTHODOX CHURCH," and "PANAGIA CHURCH," Plaintiff, v. ARTECH CHURCH INTERIORS, INC. and WILLIAM BURNS, Individually, and as President, Artech Church Interiors, Inc., Defendants/Third Party Plaintiffs, v. MICHAEL J. CAVE, CORP., a/k/a MICHAEL J. CAVE CORP. OF MASSACHUSETTS, and JAMES J. AMIRAULT d/b/a JIM'S PRO PLASTERING, Third Party Defendants. |
| Court | U.S. District Court — District of Massachusetts |
(DOCKET ENTRY # 109)
Pending before this court are motions for summary judgment filed by defendants Artech Church Interiors, Inc. ("Artech") and William Burns ("Burns") (collectively "defendants") and by third party defendant Michael J. Cave Corporation ("Cave") in this breach of contract action involving repairs to the Panagia Greek Orthodox Church in Cohasset, Massachusetts. (Docket Entry ## 92, 95). Plaintiff South Shore Hellenic Church, Inc. ("SSHC") moves for partial summary judgment on a claim under Massachusetts General Laws chapter 93A ("chapter 93A"), section nine. (Docket Entry # 91). Defendants move to strike various paragraphs in SSHC's Local Rule 56.1 statement of undisputed facts. (Docket Entry # 109). After conducting a hearing, this court took the motions (Docket Entry ## 91, 92, 95) under advisement.
The amended complaint sets out the following causes of action solely against Artech: (1) breach of contract (Count I); (2) breach of an express guarantee in the contract (Count II); (3) breach of an implied warranty to do a workmanlike job (Count III); (4) negligence (Count IV); and (5) breach of the implied covenant of good faith and fair dealing (Count V). Count VI against Artech and Burns, as an individual and officer of Artech, alleges a violation of chapter 93A, section nine. Plaintiff moves for summary judgment on the chapter 93A claim,alleging that defendants materially breached an "unconditional guarantee." (Docket Entry # 91).
Defendants move for summary judgment on the basis that SSHC lacks Article III standing because it is not a party to the contract. (Docket Entry # 95). Defendants also seek, in the alternative, summary judgment on the chapter 93A claim due to an absence of facts supporting unfair and deceptive business practices. (Docket Entry # 95).
Defendants filed a third party complaint against Cave and James J. Amirault d/b/a Jim's Pro Plastering ("Jim's Pro") (collectively "third party defendants"). The third party complaint sets out the following causes of action brought by defendants against Cave: (1) contribution (Count I); (2) common law indemnification (Count II); (3) breach of contract and the covenant of good faith and fair dealing (Count III);1 and (4) breach of implied warranty (Count IV). (Docket Entry # 53). The third party complaint also sets out the following causes of action against Jim's Pro: (1) contribution (Count V); and (2) common law indemnification (Count VI). (Docket Entry # 53). Cave moves for summary judgment on all of the counts against him. (Docket Entry # 92).
Summary judgment is designed "to 'pierce the boilerplate of the pleadings and assay the parties' proof in order to determine whether trial is actually required.'" Tobin v. Fed. Express Corp., 775 F.3d 448, 450 (1st Cir. 2014). It is appropriate "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). It is inappropriate "if the record is sufficiently open-ended to permit a rational factfinder to resolve a material factual dispute in favor of either side." Pierce v. Cotuit Fire Dist., 741 F.3d 295, 301 (1st Cir. 2014). "'A dispute is genuine if the evidence about the fact is such that a reasonable jury could resolve the point in the favor of the non-moving party.'" Am. Steel Erectors, Inc. v. Local Union No. 7, Int'l Ass'n of Bridge, Structural, Ornamental & Reinforcing Iron Workers, 536 F.3d 68, 75 (1st Cir. 2008). "'[A] fact is material if it has the potential to determine the outcome of the litigation.'" Davalia v. Corporación De Puerto Rico Para La Difusión Pública, 498 F.3d 9, 12 (1st Cir. 2007).
When ''the parties have filed cross-motions for summary judgment, the court must 'determine whether either of the parties deserves judgment as a matter of law on facts that are not disputed.''' Estrada v. Rhode Island, 594 F.3d 56, 62 (1st Cir.2010). Facts and ''all reasonable inferences'' are drawn ''in the light most favorable to the nonmoving party.'' Id. The factual background includes a number of disputed facts which this court resolved in favor of the non-moving party in the discussion section. Finally, in adjudicating one or more of the summary judgment motions, this court may consider not only the cited materials, but also "other materials in the record." Fed.R.Civ.P. 56(c)(3).
SSHC is a corporation organized under Massachusetts law with a stated purpose "[t]o develop and operate an Eastern Orthodox (Greek) Church under the auspices of the Greek Orthodox Church of North and South America." (Docket Entry # 100-2). On November 26, 1980, SSHC purchased the Pope Memorial Church located at 811 Jerusalem Road in Cohasset. (Docket Entry # 100, ¶ 2) (Docket Entry # 112, ¶ 2). SSHC's principle place of business is located at the same address. (Docket Entry # 100, ¶ 3) (Docket Entry # 112, ¶ 3). After the purchase, the Pope Memorial Church became a Greek Orthodox Church ("the Church"). (Docket Entry # 100, ¶ 4) (Docket Entry # 112, ¶ 4). The Church was named "the 'Panagia Greek Orthodox Church,'" which, is one of several adopted trade names for SSHC. (Docket Entry # 100-1, ¶¶ 7, 8).2 On or about the summer of 1997, the Church wasformally consecrated as the "Nativity-Assumption of the Virgin Mary Greek Orthodox Church." (Docket Entry # 100, ¶ 6) (Docket Entry # 112, ¶ 6).
In the spring of 2009, SSHC's board of stewards decided to undertake repairs to restore the Church. (Docket Entry # 90, ¶ 6) (Docket Entry # 104, ¶ 6). In his affidavit, Edwin R. Lofgren, president of the board at the time, stated that the purpose of these repairs were "to restore the water damaged interior and waterproof the exterior of the Church."3 (Docket Entry # 90-1, ¶ 9). In his deposition, Lofgren testified that the Church seriously considered Artech and one other contractor. (Docket Entry 115-2, p. 44).4
During the spring of 2009, Lofgren and Burns spoke over the telephone and met at the Church to discuss repair work to the Church. (Docket Entry # 100, ¶ 9) (Docket Entry # 112, ¶ 9) (Docket Entry # 90-53, p. 91). Cave also met Lofgren at the Church during this time period to look at the Church and review the Church's needs for the restoration work. (Docket Entry #90-8, pp. 93-94). At one point, they discussed the existing roof. (Docket Entry # 90-8, p. 99).
Following a series of five revisions to the proposed contract work, Burns sent Lofgren another proposal or quote in letter form on June 18, 2009. (Docket Entry # 90-5). The four-page letter contained seven separately priced categories of work, each with subparagraphs, for a total cost of $116,625 and a $4,600 discount if the work was "done at the same time." (Docket Entry # 90-5). The quote identified Cave as "Artech Project Manager." (Docket Entry # 90-5). Thomas Burns attests that Cave was not an employee of Artech. (Docket Entry # 97-3).
Burns signed the final quote as president.5 (Docket Entry # 90-5). The contract did not include an integration clause. (Docket Entry # 90-5). Underneath Burns' signature appears language that states, "By signing below, we agree to contract Artech Church Interiors for the work selected." (Docket Entry # 90-5). Below this language is a line for a "PurchaserRepresentative" and underneath this line is a signature line. (Docket Entry # 90-5). On June 22, 2009, Lofgren as "Parish Council President" wrote and signed his name on the signature line. (Docket Entry # 90-5). "Panagia Greek Orthodox Church" is the designated purchaser representative. (Docket Entry # 90-5). The address line in the upper left corner of the initial check payable to Artech for a one-third deposit due with [the] signed contract and dated June 22, 2009 reads, "Panagia Greek Orthodox Church" at 811 Jerusalem Road in Cohasset. (Docket Entry # 9-14).
The contract included a category for "[e]xterior [w]aterproofing" for a total of $16,900 with a subcategory to repoint "[a]ll loose and missing mortar joints".6 (Docket Entry # 90-5). An additional subcategory stated, "Exterior will be power washed". (Docket Entry # 90-5). A category for the "Narthex" for a total of $27,175 likewise included a subcategory to "have old loose or missing mortar replaced." (Docket Entry # 90-5). The contract represented that "qualified craftsmen" would execute the work and that, "Artech Church Interiors guarantees all workmanship for a period of one year from the date of project completion." (Docket Entry # 90-5). One of theterms of the contract was the one-third deposit with the signed contract. (Docket Entry # 90-5). There was also a requirement that, "Once work begins, weekly progress payments will be due until completion." (Docket Entry # 90-5).
On June 29, 2009, Lofgren and Joanne S. Kelley, another member of the Church's board of stewards, executed a "Commercial Deposit Account Resolutions &...
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