Office One, Inc. v. Lopez

437 Mass. 113
Massachusetts Supreme Judicial Court·Decided June 11, 2002·Published·Cited by 96 cases

Opinion

Greaney, J.

Office One, Inc. (Office One), and Pilgrim Telephone, Inc. (Pilgrim), commenced this action in the Superior Court against the trustees of the River Court Condominium Trust (trustees), certain other owners of residential units at the River Court Condominium (River Court), as well as legal counsel for the trustees and River Court (condominium counsel). In their verified complaint, the plaintiffs alleged numerous tort and contract claims arising out of Office One’s purchase from the Federal Deposit Insurance Corporation (FDIC) of four commercial units and thirty-six parking spaces at River Court and attempts by the various defendants, in the form of communicatians to the FDIC, municipal officials, State and Federal elected representatives, the building commissioner of Cambridge, and [115] other owners of units at River Court, to interfere with that purchase.5

Years of protracted litigation ensued. The plaintiffs ultimately were unsuccessful in establishing liability on the part of any of the defendants, and judgments of dismissal entered on all of their claims. In addition, the plaintiffs were ordered to pay attomey’s fees and costs to all but two of the defendants, pursuant to G. L. c. 231, § 59H, commonly known as the anti-SLAPP statute. We transferred the plaintiffs’ appeal to this court on our own motion to consider whether (1) the defendants’ special motians to dismiss, brought pursuant to G. L. c. 231, § 59H, properly were allowed on the plaintiffs’ claims of interference with advantageous relations, defamation, and intentional interference with contractual relations; (2) summary judgment in favor of the trustees properly was allowed on the plaintiffs’ claims of breach of fiduciary duty and violation of G. L. c. 93 A; and (3) attorney’s fees and costs may be awarded pursuant to G. L. c. 231, § 59H, for legal work on claims other than those ultimately dismissed pursuant to that statute. We now affirm the judgments of dismissal and awards of attorney’s fees and costs.

The following facts are undisputed. The plaintiff corporations are telecommunications providers. River Court is a condominium located in Cambridge and comprised of 166 residential units, eight office or commercial units, and an underground parking garage. In 1996, the FDIC held title to several commercial units and several parking spaces at River Court. On May 15, 1996, one of the defendants, Lynn H. Moore, a real estate broker and a member of the board of trustees of River Court, submitted a bid on behalf of private clients to the FDIC to purchase commercial units for $615,000. On June 5, 1996, Moore and the FDIC executed a purchase and sale agreement, which gave the FDIC until June 12 to accept her offer.

On May 28, 1996, David Silver, the president of both Office One and Pilgrim, who also owned a unit at River Court, notified the trustees that he had submitted an offer to purchase four units (one office and three commercial), as well as thirty-six parking [116] spaces at River Court, from the FDIC. Silver desired to acquire these units in order to relocate the offices of Pilgrim, which had been operating several blocks away. According to Silver, his offer to the FDIC was subject to the trustees’ agreement to several conditions, including that the proposed use by Pilgrim was consistent with controlling documents (use of commercial units and parking spaces at River Court is governed by special permit no. 55 [special permit], issued by the planning board of Cambridge; the River Court master deed [master deed]; and by River Court rules and regulations); that Pilgrim employees and visitors would have twenty-four hour access to the parking spaces acquired with the units; and that Pilgrim employees would have use of common areas such as the pool and health club.

Silver met with the trustees to discuss his proposal. Silver stated that if he purchased the units, Pilgrim would operate its administrative offices at River Court twenty-four hours a day, employing between fifteen and twenty-five people “per shift.” The trustees in turn voiced concerns regarding the impact of his proposal on building security and potential overuse of common facilities and parking. In addition, the trustees informed Silver that use of River Court’s parking spaces by Pilgrim employees working at the company’s headquarters a few blocks away from the condominium was prohibited by the master deed.

In early June, Moore spoke with the FDIC several times regarding her clients’ outstanding offer to buy the units at River Court. The FDIC informed Moore that it was considering several other confidential bids, and that it was calling for final offers to be submitted by June 27, 1996. In order to secure purchase of the units, Silver increased his offer to the FDIC by $100,000 to $650,000. His offer was accepted, and Silver and the FDIC signed a purchase and sale agreement on June 28, 1996. On July 2, 1996, Moore learned that her clients’ bid had been unsuccessful.

On learning that Silver was the successful bidder on the units, the trustees held an open meeting of River Court unit owners, on July 22, 1996, to discuss Silver’s imminent purchase of the units. Numerous trustees and unit owners expressed concern that Silver’s purchase would displace commercial ten[117] ants such as a dry cleaner and delicatessen, which provided necessary services to residents, and concerns regarding security and overuse of facilities such as the health club. In addition, some unit owners expressed concerns that Pilgrim would be operating a “telephone sex” business at River Court. When informed by the trustees that the condominium counsel would investigate the legal issues presented by his proposed use of the units and parking spaces, Silver responded that he might consider canceling his purchase of the units if such action could be accomplished without any financial loss to him.

Unit owner James Stanley and his wife, Joan (together, the Stanleys), who are defendants in this action, drafted and distributed to other River Court residents a leaflet opposing the sale of the units to Silver. The leaflet urged residents of River Court to sign a petition opposing the sale and to make contact with the FDIC and elected officials such as United States Senator John Kerry and United States Congressman Joseph Kennedy. The leaflet also contained sample letters which could be sent to Cambridge Mayor Sheila Russell; Cambridge City Councillor Timothy Toomey, Jr.; and State Senator Robert Travaglini. Thomas Sansone, another River Court resident, who is also a defendant in this action (as is his wife, Linda [together, the Sansanes]), prepared a notice, which he then posted on a bulletin board at River Court, stating that Pilgrim was a provider of “phone sex lines”6 and urging all unit owners to protest Silver’s purchase of the units.

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Office One, Inc. v. Lopez, 437 Mass. 113 (Mass. 2002).

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