113 N.E.3d 355
Mass. App. Ct.2018Background
- In 2004 Sea Breeze agreed to buy property from the Jarema Family Trust for $3,735,000, with price adjustments tied to number of development units; the written contract required any amendment to be in a signed writing and contained a prevailing-party attorney-fees clause (§ 18.10).
- Sea Breeze paid $2,000 monthly during an initial 24-month approval period and then continued $2,000 "extension" payments (not creditable to purchase price) when approvals were delayed.
- In 2008 Sea Breeze proposed a reduced purchase price based on 33 units; in 2012 Bove (trustee) sent a letter offering a $2,550,000 price based on 30 units but conditioned on (1) $85,000 per unit for units above 30 and (2) raising extension payments to $3,000/month; Sea Breeze did not accept those terms in writing.
- Sea Breeze stopped making extension payments in April 2012; trustees declared the contract terminated in August 2012; Sea Breeze sued (breach, specific performance, covenant claims) and trustees counterclaimed for breach and declaratory relief.
- On cross-motions for summary judgment the judge granted the trustees summary judgment on the core contract issues (finding no valid modification and that trustees did not breach prior to termination), denied Sea Breeze relief, and awarded trustees $70,000 in attorney’s fees and $12,126 costs under § 18.10; Sea Breeze appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether parties executed a written modification | Sea Breeze: Bove letter and related emails modified contract in writing | Trustees: No executed writing; communications were offers/counteroffers and negotiations | Court: No written modification — no signed addendum and no meeting of the minds in writings |
| Whether parties orally modified contract despite merger clause and Statute of Frauds | Sea Breeze: Parties orally agreed (or conduct implied agreement) to modify terms | Trustees: Oral modification barred by Statute of Frauds and contract’s clause requiring written amendments; no evidence of agreement on material terms | Court: No oral modification — limited exceptions not met; no evidence of assent to material terms |
| Whether trustees breached contract before termination | Sea Breeze: Trustees breached modified contract prior to termination | Trustees: Sea Breeze ceased payments and never proved a binding modification or trustees’ breach | Court: Trustees did not breach before termination; summary judgment for trustees proper |
| Whether trustees are entitled to attorney’s fees under § 18.10 | Sea Breeze: Split summary-judgment rulings mean no prevailing party; indemnity clause (§ 8.3) conflicts with § 18.10 | Trustees: They prevailed on the core contract issues and are entitled to fees under § 18.10; § 8.3 covers different indemnity contexts | Court: Trustees were prevailing party on main contract disputes; § 18.10 applies and fee award (reduced by judge) was reasonable |
Key Cases Cited
- Casseus v. Eastern Bus Co., 478 Mass. 786 (standard of review for summary judgment)
- Uno Restaurants, Inc. v. Boston Kenmore Realty Corp., 441 Mass. 376 (offer defined; acceptance in same terms required)
- Situation Mgt. Sys., Inc. v. Malouf, Inc., 430 Mass. 875 (agreement requires assent to material terms)
- Moss v. Old Colony Trust Co., 246 Mass. 139 (conditional acceptance that varies substantially is a counteroffer)
- Cambridgeport Sav. Bank v. Boersner, 413 Mass. 432 (integration clause bars subsequent oral modification except in narrow circumstances)
- Bournewood Hosp., Inc. v. Mass. Comm'n Against Discrimination, 371 Mass. 303 (contractual fee provisions permit fee shifting)
- Waxman v. Waxman, 84 Mass. App. Ct. 314 (prevailing-party analysis may focus on most significant claims when awarding fees)
- Linthicum v. Archambault, 379 Mass. 381 (trial court discretion in determining reasonable attorney’s fees)