JOSE L. PEREZ v. ORLANDO DIAZ & Others.

• Court: Massachusetts Appeals Court
• Decided: June 11, 2025
• Docket: 24-P-0190
• Status: Unpublished

Opinion

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule 23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28, as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260 n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

24-P-190

JOSE L. PEREZ

vs.

ORLANDO DIAZ & others.1

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

In this breach of contract action, the plaintiff, Jose L.

Perez, appeals from a separate and final judgment that entered

in favor of defendants Orlando Diaz and 310 Columbia Road, LLC,

and dismissed four counts of the first amended complaint.2 The

judgment entered after the defendants' motion for partial

summary judgment was allowed and a motion by the plaintiff, for

reconsideration of that order, was denied. On appeal, the

plaintiff maintains that the motion judge erred by ruling that

1310 Columbia Road, LLC, and Wilfredo Figuero, doing business as Kruegers Auto Repair and Towing; Amaury A. and Yeudy F. Mateo Batista, doing business as Mateo Brothers Barbershop, as reach and apply defendants.

2The plaintiff brought four other claims against the defendants that are not the subject of this appeal. the parties' installment purchase and sale agreement (agreement)

was an integrated one, and that summary judgment was

inappropriate because of factual disputes. We affirm.

Background. "We summarize the undisputed facts drawn from

the summary judgment record; to the extent the record includes

disputed evidence, we consider that evidence in the light most

favorable to [the nonmoving party]." Cesso v. Todd, 92 Mass.

App. Ct. 131, 132 (2017), citing Ritter v. Massachusetts Cas.

Ins. Co., 439 Mass. 214, 215 (2003).

The defendants owned three commercial units at 310 Columbia

Road and 80 Ceylon Street in Dorchester (the property). The

plaintiff operated an auto body shop in one of them. In

December 2014, Diaz approached the plaintiff on behalf of the

defendants about purchasing the property; he outlined the

proposed terms of the sale in a handwritten letter.

The unsigned letter included a proposed down payment of

$80,000, followed by payments of $20,000 every four months for

four years. Under the terms of this letter, the final payment

was to be $30,000, "unless previous payments have been made in

larger amounts to satisfy debt in due time." The letter also

proposed that the plaintiff would assume responsibility for

paying the mortgage, water, sewer, and maintenance bills for the

2 property, as well as for collecting monthly rent from the other

tenants until all payments were made.

The parties later executed an "official version" of the

agreement that was prepared by the plaintiff's secretary and

witnessed by two of the plaintiff's employees. The signed

agreement, which the plaintiff characterized as "the actual

contract that we signed," named a total purchase price of

$350,000. It contained many of the same terms as the

handwritten letter, including the $80,000 down payment, a

$20,000 quarterly payment schedule, and the plaintiff's

responsibilities for the mortgage, bills, and building

management. Unlike the handwritten, unsigned letter, the signed

agreement did not include an option for a reduced final

installment payment. Instead, it provided that the final

payment would be $30,000, made in April 2019. The defendants

agreed to transfer the property title to the plaintiff if the

contract terms were satisfied.

Between April 2015 and August 2017, the plaintiff

periodically paid the defendants different cash amounts to

satisfy the quarterly $20,000 obligation, rather than paying the

agreed amount at regular intervals. In August 2017, the

plaintiff attempted to prepay the balance of the purchase price

in a lump sum. The defendants refused. The plaintiff

3 eventually stopped making installment payments to the

defendants. The plaintiff twice later attempted to pay off the

contract balance, but the defendants refused.

In September 2020, the defendants' attorney informed the

plaintiff that the property was under an offer to purchase by a

third party, and the plaintiff filed this suit. In allowing

summary judgment for the defendants on counts one through four

of the first amended complaint, the judge held that there was

"no factual dispute that the controlling agreement of the

parties did not include an express provision for accelerating

the payment schedule," that the plaintiff materially breached

the contract by ceasing installment payments, and that the

plaintiff's breach excused the defendants' performance. He

later denied the plaintiff's motion for reconsideration.

Discussion. "We review a grant of summary judgment de

novo," Deutsche Bank Nat'l Trust Co. v. Fitchburg Capital, LLC,

471 Mass. 248, 252-253 (2015), to determine "whether, viewing

the evidence in the light most favorable to the nonmoving party,

all material facts have been established and the moving party is

entitled to judgment as a matter of law" (citation omitted).

Molina v. State Garden, Inc., 88 Mass. App. Ct. 173, 177 (2015).

The plaintiff maintains that there is a factual dispute whether

the parties intended the signed agreement to be a fully-

4 integrated contract because it contained no integration clause

and omitted the unsigned letter's language about paying in

larger sums. The plaintiff also contends that the defendants'

refusals to accept payment of the full purchase price

constituted a material breach, excusing the plaintiff's

nonpayment of subsequent installments.

1. Integration. "A fully integrated agreement is a

statement which the parties have adopted as a complete and

exclusive expression of their agreement." Chambers v. Gold

Medal Bakery, Inc., 83 Mass. App. Ct. 234, 242 (2013), quoting

Starr v. Fordham, 420 Mass. 178, 188 n.8 (1995). "Such an

agreement discharges prior agreements to the extent that they

are within its scope; evidence of those prior agreements thus is

not admissible to vary or to broaden the written terms of the

fully integrated agreement." Chambers, supra.

"Whether an agreement is fully integrated turns on the

intention of the parties and 'is an issue of fact for the

decision of the trial judge, entirely preliminary to any

application of the parol evidence rule.'" Realty Fin. Holdings,

LLC v. KS Shiraz Manager, LLC, 86 Mass. App. Ct. 242, 248

(2014), quoting Green v. Harvard Vanguard Med. Assocs., 79 Mass.

App. Ct. 1, 9 (2011). "Where the writing shows on its face that

it is the entire agreement of the parties and comprises all that

5 is necessary to constitute a contract," it is presumed that the

parties have "placed the terms of their bargain in this form to

prevent misunderstanding and dispute, intending it to be a

complete and final statement of the whole transaction"

(quotation and citation omitted). Realty Fin. Holdings, supra,

at 249. "[T]he nature of the writing or the situation of the

parties may warrant consideration of the parties' negotiations

in order to determine whether they intended that the written

agreement, even one containing an integration clause, be fully

integrated." Id. at 248.

The plaintiff testified that he discussed the terms of the

agreement in two meetings with Diaz and that the initial letter

from Diaz was a "draft," a "sample of what [the defendants]

wanted." The plaintiff had his secretary prepare the typed

version of the agreement, which he testified was "the actual

contract," and the parties signed it in the presence of

witnesses. The contract, although unorthodox in form, sets

forth all the essential terms of the parties' agreement to

convey the property, including the purchase price, down payment

amount, and an installment payment schedule over a defined

period. On its face, the writing appears to be "the entire

agreement of the parties and comprises all that is necessary to

constitute a contract" (quotation and citation omitted), Realty

6 Fin. Holdings, 86 Mass. App. Ct. at 248, despite the absence of

an integration clause or one term proposed in the defendants'

draft. We conclude, as the judge did, that the signed contract

was the controlling agreement between the parties.3

The controlling agreement did not include any right to pay

installments in larger amounts, nor did it require the

defendants to accept such prepayment from the plaintiff. To

read in such a term "would impermissibly broaden the integrated

writing." Winchester Gables, Inc. v. Host Marriott Corp., 70

Mass. App. Ct. 585, 592 (2007). The judge correctly determined

that there was no dispute of material fact whether the written

agreement was fully integrated. See Realty Fin. Holdings, 86

Mass. App. Ct. at 251, quoting USTrust v. Henley & Warren Mgt.,

Inc., 40 Mass. App. Ct. 337, 343 (1996) ("A judge uses summary

judgment for the purpose for which it was intended when, as in

this case, a party seeks to alter what the agreement provides by

saying, in effect, 'that was not what we meant at all'").

2. Breach. "[A] material breach of a contract occurs when

the breach concerns an essential and inducing feature of the

contract" (quotation omitted). G4S Tech. LLC v. Massachusetts

Tech. Park Corp., 479 Mass. 721, 733–734 (2018). "Essential and

3 We also agree with the judge that the unsigned letter was not an enforceable contract for the sale of land because it did not comply with the Statute of Frauds. G. L. c. 259, § 1.

7 inducing features of a contract are provisions that are 'so

serious and so intimately connected with the substance of the

contract[]' that a failure to uphold the provision would justify

the other party walking away from the contract and no longer

being bound by it." Id. at 734, quoting Bucholz v. Green Bros.

Co., 272 Mass. 49, 52 (1930). Although whether a material

breach has occurred is generally a question of fact, Coviello v.

Richardson, 76 Mass. App. Ct. 603, 609 (2010), "[o]n this record

. . . we may decide the matter on our own." Lease-It, Inc. v.

Massachusetts Port Auth., 33 Mass. App. Ct. 391, 396 (1992).

There is no dispute that the plaintiff stopped making the

required installment payments under the contract. The plaintiff

claims that his breach was excused, but accepting that claim

would require interpreting the contract to include a right to

prepay the purchase price. Because, like the motion judge, we

conclude that the contract contained no such term, this argument

is unavailing.

The plaintiff's personal belief that he could prepay the

balance of the contract does not change the fact that there was

no provision requiring the defendants to accept such payment.4

4 The plaintiff's contention about the parties' course of performance is similarly unpersuasive. While the defendants did demonstrate some flexibility in accepting contract payments, they consistently rejected the plaintiff's attempts to prepay the full contract price, and the contract terms provide for the

8 See Realty Fin. Holdings, 86 Mass. App. Ct. at 250 (unexpressed

intent of one party cannot control legal effect of parties'

integrated agreement). The terms of the contract provided for

regular installment payments over a four-year period. "A note

such as this, payable in instalments at specified times, is

really so many instruments in one form. The time of payment in

a note is a condition for the benefit of all parties to it," and

the plaintiff cannot "compel the [defendant] to accept payment

of an instalment before it is payable, or of the full sum to be

ultimately paid, before the maturity of the several obligations"

(citation omitted). Trahant v. Perry, 253 Mass. 486, 489

(1925). The defendants did not breach by refusing to accept a

payment they had no contractual obligation to accept. See id.

See also Barrell v. Britton, 252 Mass. 504, 507 (1925) (while

plaintiff offered to pay before due date purchase price

entitling him to deed under contract, "the defendant was under

no obligation to receive it").

In contrast, the plaintiff's primary obligation under the

agreement was to make regular installment payments toward the

purchase price, and he stopped making these payments. This

purchase price to be paid over a four-year period. See New England Precision Grinding, Inc. v. Simply Surgical, LLC, 89 Mass. App. Ct. 176, 183 n.10 (2016) ("Although a course of performance may illuminate or supply missing contract terms, it will not be construed to contradict express terms").

9 refusal to pay "was a substantial breach going to the root of

the contract." Lease–It, Inc., 33 Mass. App. Ct. at 396. Cf.

Bucholz, 272 Mass. at 52 (obligation "to make the monthly

payments was an essential and inducing feature of the

contracts"). Because "[a] material breach of contract by one

party excuses the other party from performance as matter of

law," summary judgment on counts one through four properly

entered in favor of the two defendants (citation omitted).

Coviello, 76 Mass. App. Ct. at 609.5

Judgment affirmed.

By the Court (Massing, Hershfang & Tan, JJ.6),

Clerk

Entered: June 11, 2025.

5 Because the plaintiff's motion for reconsideration presented neither changed circumstances nor "a particular and demonstrable error in the original ruling or decision," the judge did not abuse his discretion in denying it. Blake v. Hometown Am. Communities, Inc., 486 Mass. 268, 278 (2020), quoting Audubon Hill S. Condominium Ass'n v. Community Ass'n Underwriters of Am., Inc., 82 Mass. App. Ct. 461, 470 (2012).

6 The panelists are listed in order of seniority.