105 N.E.3d 274
Mass. App. Ct.2018Background
- Property at 172-174 Shrewsbury St. Worcester acquired by DiNatale and Palmieri in 1986; later a 5/9 interest conveyed to Lawlis's father and a 2/9 interest to Sullivan in 2006 (result of divorce). Deeds did not specify tenancy form; title insurance originally insured DiNatale and Palmieri as tenants in common.
- Building is commercial; rents deposited in various bank accounts and distributions made pro rata to owners. Palmieri managed the property and performed day-to-day operations.
- No written partnership agreement or partnership tax returns in the record; leases and account signatures show inconsistent representations of ownership/landlord names.
- Defendants argued the parties are partners and Land Court lacked jurisdiction over partnership dissolution (Superior Court forum); plaintiff sought partition in Land Court asserting cotenancy.
- Land Court judge dismissed Sullivan's partition petition for lack of subject-matter jurisdiction; the Appeals Court vacated and remanded, holding genuine issues of material fact exist on whether a partnership was formed and directing transfer procedures rather than outright dismissal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the property is partnership property or a tenancy in common | Sullivan: title and deeds indicate cotenancy; she is a 2/9 cotenant entitled to partition | Defendants: parties function as partners (shared profits, management), so property is partnership property and subject to partnership dissolution in Superior Court | Genuine factual disputes exist about partnership formation; cannot decide as a matter of law on motion—remand for further proceedings |
| Whether Land Court had jurisdiction over partition petition | Sullivan: Land Court may adjudicate partition of cotenants under G. L. c. 241 | Defendants: if property is partnership property, Land Court lacks jurisdiction over partnership dissolution | Court vacated dismissal and instructed judge to seek interdepartmental transfer rather than dismissing; judge may adjudicate or arrange transfer as appropriate |
| Whether summary disposition was appropriate given state-of-mind factual issues | Sullivan: disputes over intent and conduct require factfinding | Defendants: argued partnership facts supported dismissal | Court: intent and partnership existence are fact questions; summary resolution inappropriate when evidence conflicts |
| Effect of like-kind exchange and title insurance on characterization of ownership | Sullivan: title insurance and like-kind exchange suggest cotenancy, undermining partnership claim | Defendants: relied on operational indicia (management, profit-sharing) to show partnership | Court noted like-kind exchange and title insurance are significant indicia against partnership; overall evidence mixed, so issues for factfinder |
Key Cases Cited
- O'Brien v. Mahoney, 179 Mass. 200 (partition is an equitable remedy governed by statute)
- Crocker v. Cotting, 170 Mass. 68 (cotenant's right to partition is absolute)
- Webber v. Rosenberg, 318 Mass. 768 (partnership property is not subject to partition)
- Diranian v. Diranian, 55 Mass. App. Ct. 605 (property acquired with partnership funds for partnership purposes presumed partnership property)
- Shain Inv. Co. v. Cohen, 15 Mass. App. Ct. 4 (factors relevant to determining partnership existence)
- Konstantopoulos v. Whately, 384 Mass. 123 (procedure for interdepartmental transfer when jurisdiction is doubtful)