Moore v. Galante

14 Mass. L. Rptr. 264
CourtMassachusetts Superior Court
DecidedJanuary 7, 2002
DocketNo. 200006014
StatusPublished

This text of 14 Mass. L. Rptr. 264 (Moore v. Galante) 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
Moore v. Galante, 14 Mass. L. Rptr. 264 (Mass. Ct. App. 2002).

Opinion

Botsford, J.

The plaintiffs, Harrison L. Moore, Charles L. Moore, Jr., and Elizabeth Moore, as Trust[265]*265ees of the 24 Ledgewood Road Realty Trust ("the Trustees”), brought this action against the defendants, Robert S. Galante and Cheryl A. Galante (“the Galantes”), for declaratory judgment (Count I), breach of contract (Count II), and specific performance (Count III). The Galantes brought a counterclaim against the Trustees for declaratory judgment (Count I), declaratory judgment (Count II), and specific performance (Count III). Presently before the court is the Trustees’ motion for summary judgment on all counts of the Galantes’ counterclaim.

For the reasons set forth below, the Trustees’ motion for summary judgment is denied, and pursuant to Mass.R.Civ.P. 56(c), summary judgment is granted for the Galantes.

BACKGROUND

The following facts are generally undisputed for purposes of the summary judgment motion. On November 13, 1998, the Trustees, as “seller,” and the Galantes, as “buyer,” entered into a purchase and sale agreement (“the Agreement”) for the sale of a house lot on property in Winchester, Massachusetts (“the town”). The house lot is a portion of a larger piece of property owned by the Trustees, who intended to create a small, residential subdivision on the remaining property.

At the time the Agreement was executed, the boundary lines for the Trustees’ proposed subdivision lots were not definite and the subdivision plan was not yet approved by the town. To allow for the town’s future approval of the subdivision plan, the Trustees and the Galantes included an option in the Agreement for a post-closing exchange of property (“the exchange option”), codified in Paragraph 40 (“Paragraph 40”).4 The exchange option, if exercised, would require the Galantes and the Trustees to swap a portion of the Galantes’ property east of their house for a portion of the Trustees’ property located north of the Galantes’ house.5

The property to be conveyed to the Galantes under the Agreement, absent exercise of the exchange option, is depicted in an unrecorded plan attached as Exhibit “A” to the Agreement. Attached as Exhibit “B” to the Agreement is a plan purporting to show the boundaries of the Galantes’ property should the exchange option be exercised by the Trustees.

In describing the exchange option, Paragraph 40 provides in part: "The BUYER acknowledges that the location of the boundaries shown on Exhibits ‘A’ and ‘B’ may change during the approval process.”6 Paragraph 40 further provides that the exchange option survives the conveyance of the deed as part of Paragraph 40: ”[t]he provisions of this Paragraph 40 shall survive the deliveiy of the deed and shall be binding upon the BUYER’S successors and assigns.” The Agreement also includes an integration clause, codified in Paragraph 27.7

On December 11, 1998, the closing took place. The Galantes were present at the closing, along with their attorney and an attorney for the Trustees. H the closing, the Trustees requested that the Galantes execute a Notice of Option, pursuant to the last sentence of Paragraph 40, to be recorded with the Middle-sex County Registry District of the Land Court: the Galantes did so. The Registry District would not accept the Notice of Option, however, because the property subject to the exchange was not then shown on an approved Land Court plan.

In October 2000, the Trustees gained approval for a four-lot subdivision. According to the Galantes, the subdivision plan the Trustees presented to the town did not include the Galantes’ lot as depicted on Exhibit “A” or Exhibit “B” to the Agreement, but rather set out different boundaries for the lot.8 Following the town’s approval of their subdivision plan, the Trustees attempted to exercise the exchange option pursuant to Paragraph 40 and sent the Galantes on November 14, 2000, a plan of land for the proposed exchange (“revised Exhibit ‘B’ ”). The Galantes refused to comply with the exchange option because the land they would receive, as shown in revised Exhibit “B,” had substantially different boundaries from those depicted on Exhibit "B” attached to the Agreement.9 This lawsuit followed.

DISCUSSION

A. The Standard of Review

Summary judgment shall be granted where there are no genuine issues of material fact and where the moving party is entitled to judgment as a matter of law. Mass.R.Civ.P. 56(c); Allstate Insurance Co. v. Reynolds, 43 Mass.App.Ct. 927, 929 (1997); Kourouvacilis v. General Motors Corp., 410 Mass. 706, 711 (1991); Cassesso v. Commissioner of Correction, 390 Mass. 419, 422 (1983). The moving party bears the burden of affirmatively demonstrating the absence of a triable issue and that, as a result, the moving party is entitled to summary judgment as a matter of law. Pederson v. Time, Inc., 404 Mass. 14, 16-17 (1989). “If the moving party establishes the absence of a triable issue, the party opposing the motion must respond and allege specific facts which would establish the existence of a genuine issue of material fact in order to defend [the] motion.” Id. at 17.

B. Interpretation of the Agreement

“Interpretation of language in a written contract is a question of law for the court, and if the words are plain and free from ambiguity, they must be construed in accordance with their ordinary meaning and usual sense.” Massachusetts Mun. Wholesale Elec. Co. v. Springfield, 49 Mass.App.Ct. 108, 111 (2000) (citations omitted). See also Massachusetts Mun. Wholesale Elec. Co. v. Danvers, 411 Mass. 39, 45-46 (1991) (“When construing a contract, a court looks to the parties’ intent... To ascertain intent, a court considers the words used by the parties, the agreement taken [266]*266as a whole, and surrounding facts and circumstances’’).

“Contract language is ambiguous where ‘an agreement’s terms are inconsistent on their face or where the phraseology can support reasonable difference of opinion as to the meaning of the words employed and the obligations undertaken.’ ” Suffolk Const. Co., Inc. v. Lanco Scaffolding Co., Inc., 47 Mass.App.Ct. 726, 729 (1999), quoting Fashion House, Inc. v. K mart Corp., 892 F.2d 1076. 1083 (1st Cir. 1989).

At issue between the parties is whether Paragraph 40 of the Agreement and specifically the Boundary Provision in Paragraph 40, is ambiguous. The Trustees argue that Paragraph 40 is free from ambiguity and provides: (1) that the parties agreed to exchange land at a future date, as shown in Exhibit “B”; and (2) that the parties also agreed that the land exchanged might not exactly match the land in Exhibit “B.” As interpreted by the Trustees, the land exchanged could have boundaries of any shape (see revised Exhibit “B”), so long as the resulting lot met the town’s zoning requirements. Since the contract language is unambiguous, the Trustees argue, the interpretation of the contract is a matter of law for the court to decide.

The Galantes respond that summary judgment is not appropriate because Paragraph 40 is ambiguous, creating a dispute of material fact as to its meaning.

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Related

Pederson v. Time, Inc.
532 N.E.2d 1211 (Massachusetts Supreme Judicial Court, 1989)
Kourouvacilis v. General Motors Corp.
575 N.E.2d 734 (Massachusetts Supreme Judicial Court, 1991)
Cassesso v. Commissioner of Correction
456 N.E.2d 1123 (Massachusetts Supreme Judicial Court, 1983)
McHale v. Treworgy
90 N.E.2d 908 (Massachusetts Supreme Judicial Court, 1950)
Finn v. McNeil
502 N.E.2d 557 (Massachusetts Appeals Court, 1987)
Lucey v. Hero International Corp.
281 N.E.2d 266 (Massachusetts Supreme Judicial Court, 1972)
Bray v. Hickman
161 N.E. 612 (Massachusetts Supreme Judicial Court, 1928)
Michelson v. Sherman
39 N.E.2d 633 (Massachusetts Supreme Judicial Court, 1942)
Massachusetts Municipal Wholesale Electric Co. v. Town of Danvers
411 Mass. 39 (Massachusetts Supreme Judicial Court, 1991)
Lafayette Place Associates v. Boston Redevelopment Authority
694 N.E.2d 820 (Massachusetts Supreme Judicial Court, 1998)
Allstate Insurance v. Reynolds
685 N.E.2d 1210 (Massachusetts Appeals Court, 1997)
Suffolk Construction Co. v. Lanco Scaffolding Co.
716 N.E.2d 130 (Massachusetts Appeals Court, 1999)
Massachusetts Municipal Wholesale Electric Co. v. City of Springfield
726 N.E.2d 973 (Massachusetts Appeals Court, 2000)

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Bluebook (online)
14 Mass. L. Rptr. 264, Counsel Stack Legal Research, https://law.counselstack.com/opinion/moore-v-galante-masssuperct-2002.