Sancta Maria Hospital v. City of Cambridge

• Decision Date: 26 January 1976
• Citation: 341 N.E.2d 674,369 Mass. 586
• Parties: SANCTA MARIA HOSPITAL v. CITY OF CAMBRIDGE et al. 1
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

Page 674

341 N.E.2d 674

369 Mass. 586

SANCTA MARIA HOSPITAL

v. CITY OF CAMBRIDGE et al. ¹

Supreme Judicial Court of Massachusetts, Middlesex.

Argued Nov. 4, 1975.

Decided Jan. 26, 1976.

Edward D. McCarthy, City Sol. (Birge Albright, Boston, with him), for the City of Cambridge and another.

John F. Cremens, Boston (Howard J. Alperin, Boston, with him), for plaintiff.

Before TAURO, C.J., and QUIRICO, BRAUCHER, HENNESSEY and KAPLAN, JJ.

HENNESSEY, Justice.

This action for declaratory judgment pursuant to G.L. c. 231A seeks a determination of the plaintiff's rights in a parcel of land in Cambridge (lot B) located adjacent to the present site of the Sancta Maria Hospital (hospital). The action was referred to a master who, after hearing the parties and receiving their exhibits, filed his report with the Superior Court. Both parties objected to various findings of the master, whereupon a judge of the Superior Court ordered that the report be recommitted to the master for the purpose of his finding subsidiary facts. This accomplished, the defendant (city) moved to strike the master's report in its entirety; the motion was denied after a hearing in the Superior Court. The report was confirmed by interlocutory decree and a judgment was entered which instructed the city to transfer lot B to the hospital through the medium of the present city manager. We conclude that this was error.

We summarize the master's findings. On April 10, 1963, Richard Cardinal Cushing, Roman Catholic Archbishop of Boston, as the representative of the Daughters of Mary of the Immaculate Conception (a religious order which operated the hospital), offered to the city through John J. Curry, the then city manager, to purchase the buildings and land of the Cambridge Sanitarium for $300,000. In his written offer the Cardinal stated: 'I understand . . . that some of the land is to be retained by the City of Cambridge for recreational purposes.'

The city manager submitted a letter to the city council (council) informing the council of the offer, the price term, and the 'understanding' of the Cardinal that part of the land was to be retained for recreational purposes. The council adopted an order which authorized the city manager, on behalf of the city, to convey a parcel of land estimated to contain 325,828 square feet (which parcel included what we refer to as lot B) for a sum not less than $300,000. On April 18, 1963, the city manager wrote to Cardinal Cushing, informed him of the substance of the letter transmitted to the council ² and the council's order, and accepted the April 10 offer for the city. The hospital paid $300,000 to the city in instalments, the last increment being paid on August 31, 1963.

Between the last mentioned date and sometime in April, 1964, discussions were had by counsel for the hospital and representatives of the city with respect to the city's retaining 100,000 square feet of the total area authorized to be conveyed. ³ During this discussion period there was no objection by the hospital to the exclusion of lot B from the area of land to be conveyed. ⁴ The deed was executed on April 16, 1964. It transferred to the hospital only 225,828 square feet, more or less, for the stated consideration of $300,000, and contained (1) a reservation of a right of way for the benefit of lot B; (2) a sewer easement; and (3) this language: 'This conveyance is made upon the condition that the granted premises are to be used by the grantee for religious, educational, or hospital purposes during the term of ten (10) years from the date of this deed. If the grantee ceases to use the granted premises for . . . (such) purposes during said term, the granted premises shall be sold and conveyed to the grantor upon the payment to the grantee of the consideration of the sum of Three Hundred Thousand (300,000) Dollars.'

After the singning of the deed, further communication between representatives of the city and counsel for the hospital ⁵ resulted in the execution, by the city manager, of an affidavit which was recorded with the deed and provided in substance that 'as a result of an agreement between the grantor and the grantee' entered into subsequent to the council order of April 15, 1963, the city was conveying to the hospital a lesser tract than the council had authorized. The affidavit went on to state 'that the grantor agrees to pay to the grantee in addition to the sum of Three Hundred Thousand ($300,000) dollars, if the condition . . . in said deed should require a reconveyance to the grantor, the fair value of any additional construction upon the site by the grantee,' The hospital proceeded to erect a number of buildings on the property, the fair market value of which is now approximately $6,000,000. The city never has used lot B for any reational or other purpose, and never has dedicated it to the purpose of recreation.

The master found that the hospital realized only recently that it needed additional land for the erection of more buildings in order to perform the condition included in the deed, namely, 'to maintain (itself) as a hospital for the period of ten years.' Since the master found that the council gave the city manager authority to transfer only the entire 325,828 square feet and not a part thereof, and since he further found that both parties were mistaken as to the authority of the city manager to contract with the hospital for a repurchase of the land conveyed in consideration of the city's promises in the deed and in the affidavit, ⁶ a judge of the Superior Court granted the relief prayed for by the hospital.

The many issues briefed and argued on this appeal narrow down to one of significance: Was there a contract between the city and the hospital for the conveyance of 325,828 square feet of land for $300,000? If we answer this question in the negative, we need not reach any other issue.

We conclude that there never was a contract for the transfer of an area of land including lot B. We thus necessarily hold that the city manager was authorized by the council to convey less than the entire parcel mentioned in the council order of April 15, 1963, and that the parties were not mistaken as to the terms of their contract. Therefore, reformation of the deed will not lie here.

We are guided by certain principles regarding our function in reviewing a judgment based on a master's report. When such a report is confirmed by interlocutory decree of the Superior Court, this merely establishes the facts as found by the master. On appeal from a judgment, this court will decide the case solely on the report of the master, Fisher v. MacDonald, 332 Mass. 727, 729, 127 N.E.2d 484 (1955), but will apply proper legal principles to the facts as found and will correct any errors detected, using the standard that a master's findings cannot stand if mutually inconsistent, contradictory or plainly wrong. See Mass.R.Civ.P. 53(e)(2), 365 Mass. --- (1974). Compare Blanchette v. Blanchette, 362 Mass. 518, 521, 287 N.E. 459 (1972), with Foot v. Bauman, 333 Mass. 214, 219, 129 N.E.2d 916 (1955). This is a proper statement of the scope of our review in these instances even where, as here, no appeal was taken from the interlocutory decree confirming the master's report. Mackey v. Rootes Motors, Inc., 348 Mass. 464, 469, 204 N.E.2d 436 (1965).

1. The hospital urges, and the master found, that the council gave the city manager authority to transfer only the entire tract and the buildings thereon. Turning to the language of the acceptance of the offer, it is argued that the city manager bound the city to sell the land and buildings known as the Cambridge Sanitarium; that the city manager took $300,000 as full payment for all of the land of the sanitarium as described in detail in the council order; and that the full payment was paid before any agreement was reached with regard to retention of lot B by the city. Since the city manager had no authority to obligate the city to pay an unknown large sum of money in consideration for a retransfer of the land conveyed, it is said that the affidavit was executed without the knowledge or authorization of the council, and, consequently, the purported consideration for the retransfer fails.

The answer to these contentions lies, first of all, in considering the effect of the council order of April 15, 1963. It is true that the plan of government adopted by the city of Cambridge vests all the legislative powers of the city in the city council, G.L. c. 43, § 97, and that the sale and conveyance of city-owned property is essentially a legislative function. Compare G.L. c. 39, § 1, with G.L. c. 40, § 3. However, it is basic that the execution of council orders may be entrusted to and carried out in their particulars by, among other city officers, the city manager. See Ballantine v. Falmouth, 363 Mass. 760, 766, 298 N.E.2d 695 (1973); Ring v. Woburn, 311 Mass. 679, 687, 43 N.E.2d 8 (1942); Fluet v. McCabe, 299 Mass. 173, 178--180, 12 N.E.2d 89 (1938). The council may proscribe entirely, limit, or grant wide discretion to the city manager in carrying out its orders. See generally Ballantine v. Falmouth, supra, 311 Mass. at 764,298 N.E.2d at 699. ('In fact . . . the (town officers) were merely authorized to enter into a lease. It was not then certain that they would be able to do so on terms satisfactory to them' (emphasis in the original)). By analogy to the circumstances presented on this appeal, we note that G.L. c. 40, § 15, which deals with the conveyance of land acquired by a city other than by purchase, ⁷ provides for authority on the part of the city manager ⁸ to sell only a part of a tract authorized to be sold by city council order. We are not persuaded that the Legislature's purpose in distinguishing between the conveyance of lands acquired by eminent domain and lands acquired by devise or otherwise was to circumscribe cumscribe a city manager's authority to negotiate the terms of a...