White Tower Management Corp. v. Taglino

• Decision Date: 01 March 1939
• Citation: 302 Mass. 453,19 N.E.2d 700
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: WHITE TOWER MANAGEMENT CORPORATION v. ANIELLO A. TAGLINO & another.

302 Mass. 453

19 N.E.2d 700

WHITE TOWER MANAGEMENT CORPORATION v. ANIELLO A. TAGLINO & another.

Supreme Judicial Court of Massachusetts, Suffolk.

March 1, 1939

January 9, 1939.

Present: FIELD, C.

J., DONAHUE, QUA COX, & RONAN, JJ.

Fraud. Equity Jurisdiction, Specific performance.

Contract, Specific performance, Rescission, For sale of real estate. Equity Pleading and Practice, Decree.

Representations made by an agent to the owner of real estate to induce him to execute an agreement of sale to the agent, that his principals were individuals who were to purchase for the erection of a dwelling house, whereas the agent's principal was a corporation engaged in the restaurant business and the agent had been told by the owner that he would not sell to anyone who had a business or to "restaurant people," warranted a finding of inequitable conduct on the part of the agent barring the maintenance of a suit by his principal as assignee for specific performance of the agreement. Upon appeal of the plaintiff from a final decree in a suit in equity denying

"prayers for specific performance" of a contract to sell real estate "and other relief" and ordering the defendant to return a deposit to the plaintiff, where it appeared that the plaintiff's counsel had stated in open court that the plaintiff "was not interested in the question of damages," and that the ground of denial of relief was misrepresentations by the plaintiff's agent warranting rescission of the contract, it was ordered that the words "and other relief" be struck out of the decree and that a statement be added therein that the plaintiff was not entitled to damages; and, as so modified the decree was affirmed.

BILL IN EQUITY, filed in the Superior Court on June 15, 1938. The suit was heard by J. W. Morton, J.

A. I. Fine, for the plaintiff. J. F. Groden, for the defendants, was not called on.

COX, J. The plaintiff in this bill in equity seeks specific performance of a written agreement entered into by the defendants and one Taylor, admittedly acting as agent for the plaintiff, for the sale of a lot of land to Taylor by the male defendant. The agreement was assigned by Taylor to the plaintiff. The defendants, who are husband and wife, refused to carry out the agreement on the ground that they were induced to enter into it by false and fraudulent representations made by Taylor. The evidence, most of which was heard orally, is reported under G.L. (Ter. Ed.) c. 214, Section 24, Rule 76 of the Superior Court (1932); the judge made findings of fact and, upon his order, a final decree was entered denying specific performance of the agreement "and other relief contained in the bill of complaint," and directing the male defendant to pay to the plaintiff $25 "deposited with him by the plaintiff." The plaintiff's appeal from this decree brings the case to this court. The judge found that there was inequitable conduct on the part of the agent of the plaintiff in negotiations leading to the execution of the agreement "in that he knew that the defendants would not enter into such an agreement if the purchaser were to be the White Tower Management Corporation, a corporation engaged in the restaurant business, and therefore concealed from the defendants the fact that he was agent for such corporation, and by misrepresentation led the defendants to believe that one or two individuals were to purchase the premises for the erection of a dwelling house thereon."

The plaintiff contends that a portion at least of the judge's findings is not supported by the evidence. It is for this court to examine the evidence and decide the case according to its own judgment as to the facts as well as the law, giving due weight to the findings of the trial judge. But his finding as to facts, either expressly made or necessarily implied from his disposition of the case, will not be reversed unless plainly wrong. Jones v. Swift, 300 Mass. 177 , 179, and cases cited. Buckley v. Buckley, 301 Mass. 530, 531.

The evidence as reported tends to show no mere concealment of the name of the purchaser. From the testimony of Taylor himself, as well as from that of the defendants, it appears that while Taylor did not affirmatively state that the plaintiff was not his principal, nevertheless he did represent that two individual buyers living in the Back Bay were the purchasers. Taylor admitted that the defendants asked him whom he represented. He was not bound to answer, but if he did, he was bound to tell the truth. Potts v. Chapin, 133 Mass. 276 , 280, 282. Van Houten v. Morse, 162 Mass. 414 , 416, 417. The affirmative statement that two people or a family consisting of two was the purchaser was, in the circumstances, a representation that the plaintiff was not the prospective purchaser. Taylor's answer could have been found to be a half truth, which in effect was a lie. Windram Manuf. Co. v. Boston Blacking Co. 239 Mass. 123, 126. 5 Williston, Contracts (Rev. Ed.) Section 1498.

It could have been found from the evidence that, if the defendants had known that the plaintiff was, in fact, the prospective purchaser they would not have entered into the agreement. The plaintiff admittedly was engaged in the restaurant business, and there was...