Haitian Nazarene Church of Malden v. Imani Temple, Inc. ( 2023 )

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule
23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,
as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties
and, therefore, may not fully address the facts of the case or the panel's
decisional rationale. Moreover, such decisions are not circulated to the entire
court and, therefore, represent only the views of the panel that decided the case.
A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,
2008, may be cited for its persuasive value but, because of the limitations noted
above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260
n.4 (2008).
COMMONWEALTH OF MASSACHUSETTS
APPEALS COURT
22-P-882
HAITIAN NAZARENE CHURCH OF MALDEN
vs.
IMANI TEMPLE, INC.
MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
This case concerns a purchase and sale agreement under
which the defendant, Imani Temple, Inc. (Imani), had agreed to
sell real estate to the plaintiff, Haitian Nazarene Church of
Malden (Haitian Nazarene). After a trial, the jury returned a
verdict for Haitian Nazarene on the special question of whether
Imani had repudiated and thus breached the contract. Imani
appeals from the denial of its motion for a new trial, in which
Imani argued that the jury verdict was against the weight of the
evidence. Repudiation is a definite and unequivocal
manifestation of intention not to perform one's obligations
under a contract. See Coviello v. Richardson, 76 Mass. App. Ct.
603, 609 (2010). There was abundant evidence at trial from
which a jury could find that Imani clearly and unequivocally
communicated that it would not move forward with the sale of the
real property at issue, to wit: prior to the agreed upon
closing date, Imani's agent sent an e-mail message explicitly
stating that Imani would not move forward with the sale, and
Imani's representatives did not appear for the closing. Because
the record plainly supports the jury verdict, the judge did not
abuse his discretion in denying the defendant's motion.
Accordingly, we affirm.
Background. On December 22, 2016, Haitian Nazarene and
Imani entered into a written purchase and sale agreement (the
agreement) for the purchase and sale of 264 Salem Street,
Malden, Massachusetts (the property). The agreement was signed
by Leslie Philippe, an associate pastor and the secretary of
Haitian Nazarene, and Reba Danastorg, treasurer of Imani. Under
the agreement, Haitian Nazarene agreed to purchase, and Imani
agreed to sell the property for $500,000, with the closing to
occur on October 31, 2017, at 11:00 A.M. Upon execution,
Haitian Nazarene delivered a $15,000 deposit to Imani.
The purchase and sale agreement also required Haitian
Nazarene to "use diligent efforts to obtain a written
unconditional commitment for mortgage financing in the amount of
$350,000 at prevailing rates, terms and conditions by September
15, 2017." Haitian Nazarene approached Leader Bank to secure
the mortgage financing, and in furtherance of those efforts an
appraiser asked Imani to provide access to the property prior to
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September 15, 2017. Imani, however, initially refused to allow
the appraiser access to the building; it relented and allowed
the appraiser to enter the premises only after Haitian Nazarene
commenced a legal action to compel access. On September 20,
before Imani had allowed the appraiser to access the building,
Danastorg sent a letter to Haitian Nazarene's attorney in which
she stated Imani's position that Haitian Nazarene had
"materially breached" the contract because Haitian Nazarene had
failed to obtain the required mortgage commitment by September
15, 2017. Danastorg reiterated Imani's position in an October
6, 2017 e-mail message to an attorney representing Leader Bank
in connection with the sale of the property. The October 6 e-
mail message contained the following statement: "We are not
moving forward with this sale and have notified counsel for the
Nazarene church" (emphasis omitted).
As of the originally agreed upon closing date of October
31, 2017, Haitian Nazarene Church had received a $350,000
commitment letter dated October 17, 2017, from Leader Bank, and
had sufficient funds in its savings account at Leader Bank to
finance the remaining $135,000 of the purchase price.
Representatives of Haitian Nazarene appeared at the registry of
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deeds on October 31, 2017, to close the transaction, but Imani's
representatives did not appear.1
Haitian Nazarene sued Imani for breach of contract, seeking
specific performance. At trial, the jury was presented with
special questions, and returned a verdict for Haitian Nazarene
on the first question -- finding that Imani had repudiated the
contract. The judge ordered specific performance of the
contract. Imani thereafter filed a motion for a new trial,
which the judge denied. This appeal followed.
Discussion. We review the denial of a motion for a new
trial for an abuse of discretion. See Commonwealth v.
Sperrazza, 399 Mass. 1001, 1002 (1987). We afford particular
deference when, as here, the motion judge is also the trial
judge. See Commonwealth v. Bowie, 25 Mass. App. Ct. 70, 84
(1987) (a judge may deploy their "knowledge of what occurred at
trial"). When deciding a motion for a new trial, the motion
judge may set aside the jury verdict if it is against the great
1 Despite Imani's September 20 and October 6 statements that it
would not go through with the sale, the parties met on October
23, 2017, at which time the parties considered a written
document that would have extended the closing date to December
6, 2017. Although at some point, Danastorg purported to sign
the written extension on behalf of Imani, Danastorg inserted an
additional term -- that the extension was contingent on Imani's
"relocation of place.". Haitian Nazarene did not agree to the
added contingency and accordingly refused to sign the document.
The proposed document thus was not agreed to by both parties,
and on appeal Imani has not raised an argument based upon any
alleged extension of the closing date.
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weight of the evidence, such that allowing it to stand would
constitute a miscarriage of justice. Wojcicki v. Caragher, 447
Mass. 200, 216 (2006), quoting Spiller v. Metropolitan Transit
Auth., 348 Mass. 576, 580 (1965).
The question before us, accordingly, is whether the motion
judge abused his discretion when he denied the motion for new
trial, concluding that "the trial evidence supported the jury's
verdict" that Imani repudiated, and thus breached, the purchase
and sale agreement. Repudiation "is a material breach, and
'[i]n order to operate as a discharge of the other party, the
repudiation must be either with respect to the entire
performance that was promised or with respect to so material a
part of it as to go to the essence.'" Coviello, 76 Mass. App.
Ct. at 609, quoting Bucciero v. Drinkwater, 13 Mass. App. Ct.
551, 555 (1982). Repudiation by one party relieves the other
party of the obligation to further perform, as long as the
party's actions amount to "a definite and unequivocal
manifestation of intention [not to render performance]." Id.,quoting Hammond v. T.J. Litle & Co., 82 F.3d 1166, 1178 (1st
Cir. 1996).
The trial record abundantly supports the jury's finding
that Imani repudiated the agreement. First, Danastorg's October
6 e-mail message was a clear and unambiguous statement that
Imani did not intend to move forward with the sale of the
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property. This statement constituted a repudiation of the
entirety of Imani's contemplated performance under the
agreement. Second, Imani's representatives did not appear on
the agreed-upon closing date of October 31, 2017. Coupled with
the unambiguous assertion in the October 6 e-mail message that
Imani would not follow through with the sale, failure to attend
the closing plainly indicates repudiation, supporting the jury's
finding. See Bucciero, 13 Mass. App. Ct. at 556 (failure to
appear on the agreed upon closing date "clearly manifested [the
party's] refusal to perform the agreement").
Imani argues on appeal that its decision to refuse to go
forward was justified because Haitian Nazarene was the first
party to materially breach the agreement, when Haitian Nazarene
failed to provide written confirmation of mortgage financing by
September 15, 2017. The weakness of this argument is exposed by
the statements of Imani's own lawyer during closing argument at
trial, when he conceded that Danastorg erred, under the
circumstances, in assuming that the contract was at an end when
Haitian Nazarene did not provide confirmation of financing by
the original deadline.
But in any event, there was more than sufficient evidence
to support the jury's conclusion that Haitian Nazarene did not
breach the contract, and indeed was "ready, willing, and able to
perform its part of the contract." While it is true that the
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mortgage commitment was not secured as of September 15, Imani's
brief fails to mention the evidence that Imani's own actions
prevented Haitian Nazarene from meeting that September 15
deadline. A party "who prevents the performance of a contract
cannot take advantage of its nonperformance." Winchester
Gables, Inc. v. Host Marriott Corp., 70 Mass. App. Ct. 585, 596
(2007), quoting Frank Fitzgerald, Inc. v. Pacella Bros., Inc., 2
Mass. App. Ct. 240, 242 (1974). See Lobosco v. Donovan, 30
Mass. App. Ct. 53, 56 (1991) ("it is fundamental that a promisor
may not avoid his promised performance based on the
nonoccurrence of a condition, where the promisor has himself
hindered or prevented its occurrence"). That is what happened
here -- at least, the jury could reasonably so find -- when
Danastorg refused to admit the appraiser to the property and
thereby delayed Haitian Nazarene in obtaining a financing
commitment prior to September 15.2 Moreover, Haitian Nazarene
proved that it had the necessary funds, in the form of cash and
a mortgage commitment, to pay the purchase price as of the
assigned closing date. Under those circumstances, the
factfinder was free to conclude that Haitian Nazarene had not
2 Imani's position was weaker still, because the provision at
issue only required Haitian Nazarene to "use diligent efforts"
to secure financing. Imani points to no evidence that Haitian
Nazarene was not acting diligently.
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materially breached, and that Imani was not justified in
refusing to honor its side of the bargain.
Because we find that the evidence amply supports the jury's
verdict, the judge did not abuse his discretion in denying Imani
Temple's motion for a new trial.3,4
3 Imani also argues that the Superior Court judge's handwritten
endorsement denying its motion for a new trial is "insufficient
for meaningful appellate review." While brief, the judge's
endorsement conveys his reasonable conclusion that the evidence
presented at trial supported the jury's verdict. While further
findings are appreciated, there was no error here, particularly
"where the ultimate conclusion is clearly evident from the
record." Commonwealth v. Melo, 95 Mass. App. Ct. 257, 263
(2019), quoting Commonwealth v. Lanoue, 392 Mass. 583, 586 n.2
(1984). Absent "contrary findings the denial of the motion
'imports a finding of all subsidiary facts necessary to justify
the action taken.'" Johnson v. Johnson, 300 Mass. 24, 28
(1938), quoting Trade Mut. Liab. Ins. Co. v. Peters, 291 Mass.
79, 85 (1935).
4 Haitian Nazarene requests an award of appellate attorney's
fees, citing, among other grounds, Mass. R. A. P. 25, as
appearing in 481 Mass. 1654 (2019). In our discretion, we grant
the request for attorney's fees under Mass. R. A. P. 25, which
provides for an award of fees "[i]f an appellate court
determines that an appeal in a civil case is frivolous." An
appeal is "frivolous" "where there can be no reasonable
expectation of a reversal under well-settled law." Dacey v.
Burgess, 491 Mass. 311, 319 (2023), quoting Abuzahra v.
Cambridge, 486 Mass. 818, 829 (2021). We agree with Haitian
Nazarene that Imani's brief fails to advance any reasonable
arguments for reversing the trial court judge's denial of
Imani's motion for a new trial. Haitian Nazarene shall file
with this court and serve on Imani a submission detailing and
supporting the amount of its attorney's fees and costs incurred
on appeal, in accordance with the procedure described in Fabre
v. Walton, 441 Mass. 9, 10-11 (2004).
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Judgment affirmed.
Order denying motion for new
trial affirmed.
By the Court (Vuono, Singh &
Englander, JJ.5),
Clerk
Entered: October 19, 2023.
5 The panelists are listed in order of seniority.
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