Kevin O. Adams 1982 Trust v. Yankee Settlements, LLC

11 Mass. L. Rptr. 121
CourtMassachusetts Superior Court
DecidedJanuary 6, 2000
DocketNo. 992372
StatusPublished

This text of 11 Mass. L. Rptr. 121 (Kevin O. Adams 1982 Trust v. Yankee Settlements, LLC) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kevin O. Adams 1982 Trust v. Yankee Settlements, LLC, 11 Mass. L. Rptr. 121 (Mass. Ct. App. 2000).

Opinion

Borenstein, J.

This matter comes before this Court on plaintiffs motion for summary judgment pursuant to Mass.R.Civ.P. 56(a) on Count I of the plaintiffs complaint. In the complaint, the plaintiff alleges the following claims, which arise from an agreement entered into for the purchase and sale of certain land in Kittery, Maine: Count I, breach of contract; Count n, fraud; Count III, negligent misrepresentation; Count IV, tortious interference with advantageous relations; and Count V, violations of G.L.c. 93A.4 For the reasons set forth below, plaintiffs motion for summary judgment on Count I of the complaint is ALLOWED.

BACKGROUND

Based on the summary judgment record before this Court, the undisputed material facts are as follows: The plaintiff, Kevin O. Adams 1982 Trust (“KOAT”), and the defendants, Yankee Settlements (“Yankee”) and John P. Wells (“Wells”), signed an initial purchase and sale agreement for certain real estate located at Rogers Road in Kittery, Maine on April 23, 1999. After re-negotiation, the final purchase and sale agreement (the “agreement”) was signed on April 26, 1999.

Prior to signing the agreement, the defendants learned that the plaintiff had sent an adjoining property owner a proposed easement agreement and had been pressuring the adjoining property owner to grant an easement over the adjoining properly. With this knowledge, the defendants had the land specified in the agreement evaluated in many ways, including, but not limited to the following: they hired Oak Point Associates, who produced engineering plans; they hired Natural Resource Consulting Services, who mapped the wetlands; they hired Easterly Surveying, who surveyed the property and wetlands; they arranged for economic studies to be done; and they brought builders, realtors, other interested parties and their wives to view the land.

On or about April 21, 1999, the defendants learned that the plaintiff had filed a sketch plan, for the property in question, with the office of the town planner for the town of Kittery. The defendants confronted the plaintiff with this information and were assured that the sketch plan would be withdrawn.

Pursuant to the agreement of April 26, 1999, the defendants agreed to pay the plaintiff $950,000 in four (4) installments for certain real estate located in Kitt-ery, Maine. The first three (3) installments were to be nonrefundable deposits of $50,000, $55,000 and $100,000 due to the plaintiff on April 27, 1999, April 30, 1999 and May 07, 1999 respectively. The fourth installment was for $745,000, which represented the balance due on the purchase and sale agreement, and was to be paid prior to May 24, 1999, the scheduled date for the closing of the agreement.

By April 28, 1999, the defendants had tendered to the plaintiff two checks totaling $50,000 as payment of the first nonrefundable deposit. On April 29, 1999, the defendants claim, they learned that the sketch plan filed by the plaintiff was still on file with the town planner. Moreover, the defendants allege without any supporting evidence, that the land which was the subject of the agreement between these parties was also under agreement with a third party, and that the plaintiff had been showing the land while negotiating with the defendants’ attorneys and while the defendants were performing tests and surveys on the land, all before the signing of the purchase and sale agreement on April 26, 1999. On April 29, 1999, the defendant issued a stop payment order on both checks.

H. DISCUSSION

A. Summary Judgment Standard

A motion for summary judgment is in order, and shall be granted “if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Mass.R.Civ.R 56(c); Nashua Corp. v. First State Ins. Co., 420 Mass. 196, 202 (1995); Community National Bank v. Dawes, 369 Mass. 550, 553 (1976). The moving party bears the burden of affirmatively demonstrating the absence of a triable issue. Pederson v. Time, Inc., 404 Mass. 14, 16-17 (1989). To be successful, a moving party need not submit affirmative evidence to negate one or more elements of the other party’s case, Kourouvacilis v. General Motors Corp., 410 Mass. 706, 716 (1991), but may satisfy its burden by “demonstrating that proof of that element is unlikely to be forthcoming at trial.” Flesner v. Technical Communications Corp., 410 Mass. 805, 809 (1991); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). To defeat summary judgment, the nonmoving party must articulate specific facts, establishing the exis[122]*122tence of a genuine issue of material fact. Pederson, 404 Mass. at 17. If there are any disputed material facts, summary judgment is improper. Id.

B. Count I: Breach of Contract Claim

The plaintiff seeks summary judgment on Count I of the complaint, breach of contract. In order to prove breach of contract, the plaintiff must prove the following: (1) there was a valid and enforceable contract; and (2) defendants failed to fulfill an obligation under the agreement. The plaintiff contends that the material facts pertaining to the existence of their legally enforceable contract with the defendants and the defendants’ breach of that contract are undisputed. Specifically, the plaintiff contends that the contract speaks for itself, that the plaintiff fully complied with its obligations under the contract while the defendants failed to comply with the payment terms of the contract, and that the defendants’ failure to comply with the contract constitutes a breach of the purchase and sale agreement.

(1) An Enforceable Contract Existed

The signed purchase and sale agreement between the plaintiff and the defendants is a fully integrated contract. The final paragraph provides that “This Agreement sets forth the entire agreement between the parties and there are no other representations, agreements or understandings with respect to the subject matter of this agreement.” Exhibit 1. It is undisputed that the initial purchase and sale agreement was signed and executed on April 23, 1999, then a final signed purchase and sale agreement was executed on April 26, 1999. The evidence is clear and undisputed that the defendants were fully aware of the communications regarding the easement at the time of the signing of the contract. This Court finds that plaintiff had been in discussions with him regarding an easement since November 1998. The defendants were also aware, at the time of the signing of the contract, of the sketch plan which was filed by plaintiffs with the town of Kittery. This Court finds as a matter of law that the plaintiff and the defendants willingly and knowingly entered a valid, enforceable agreement.

(2) Defendants Breached the Contract

Pursuant to the agreement, if the initial deposit of $50,000 “is not paid by Buyer [defendants] in accordance with this paragraph 2(a) then Seller [plaintiff] may, at Seller’s option, immediately terminate this Agreement and pursue all remedies under paragraph 10 of this Agreement.” Exhibit 1, par. 2(a).

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Related

Wholesale Sand & Gravel, Inc. v. Decker
630 A.2d 710 (Supreme Judicial Court of Maine, 1993)
Pederson v. Time, Inc.
532 N.E.2d 1211 (Massachusetts Supreme Judicial Court, 1989)
Community National Bank v. Dawes
340 N.E.2d 877 (Massachusetts Supreme Judicial Court, 1976)
Kourouvacilis v. General Motors Corp.
575 N.E.2d 734 (Massachusetts Supreme Judicial Court, 1991)
Flesner v. Technical Communications Corp.
575 N.E.2d 1107 (Massachusetts Supreme Judicial Court, 1991)
Nashua Corp. v. First State Insurance
648 N.E.2d 1272 (Massachusetts Supreme Judicial Court, 1995)

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Bluebook (online)
11 Mass. L. Rptr. 121, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kevin-o-adams-1982-trust-v-yankee-settlements-llc-masssuperct-2000.