Opinion · Massachusetts Supreme Judicial Court

Cellucci v. Sun Oil Co. of Pennsylvania

Cellucci v. Sun Oil Co. of Pa., 368 Mass. 811 (Massachusetts Supreme Judicial Court 1975)

Type: Opinion
Court: Massachusetts Supreme Judicial Court
Jurisdiction: Massachusetts
Date: 1975-07-18
Topic: litigation

allowing liability for misrepresentation where defendant’s prediction concerned matter within his control | where company predicted it would sign a contract, company was liable for misrepresentation because the action was within the exclusive control of the company | commercial property owner lost alternative sales opportunities, time, and expenses as the result of protracted and misleading inducements by a prospective commercial purchaser of his property | defendant oil company equitably estopped from denying it had agreed to purchase plaintiff's property | defendant oil company equitably estopped from denying it had agreed to purchase plaintiff’s property | plaintiff detrimentally relied on defendant company’s representation that company would buy plaintiff’s land where plaintiff broke off negotiations for land sale with other competitor companies | after promise by defendant to buy land, plaintiff broke off negotiations with competing buyer, and obtained permits required by defendant, defendant then refused to close the sale, leaving plaintiff in worse financial position | prediction concerning matter within declarant’s control allows liability for misrepresentation | principal bound where agent had apparent authority to negotiate contract

Citator

Cited by: 27 opinions

This matter is here for further review from the Appeals Court. The plaintiff’s suit sought specific performance of an alleged purchase and sale agreement of certain land owned by the plaintiff which the defendant was to purchase as a site for a filling station. Notwithstanding that the defendant did not execute the agreement, the relief sought was granted by the trial judge on a theory of estoppel. The evidence was reported and the judge filed a report of material facts. The Appeals Court modified the final decree and affirmed it as modified in 2 Mass. App. Ct. 722 (1974). We agree with the action of the Appeals Court. Its opinion contains a full discussion of the facts and law which need not be duplicated here. Based on the judge’s findings, an estoppel could lie as a result of misrepresentations of both fact and law by the defendant’s agent, an employee who represented the company in real estate transactions in the area. The defendant contends that it cannot be bound by the agent’s misrepresentations because the contract stated, and the plaintiff knew, that the agent lacked authority to commit the defendant to the contract. However, while the defendant might not have clothed the agent with authority to execute the contract, it placed him in a position of sufficient ostensible authority to negotiate it to the point where all that was *812 necessary was its formal execution. See McQuade v. Springfield Safe Deposit & Trust Co. 333 Mass. 229, 233 (1955); Costonis v. Medford Housing Authy. 343 Mass. 108, 115 (1961); Restatement 2d: Agency, § 54 (1958). Consequently, the defendant must be held responsible for the manner in which the agent conducted himself during those negotiations. Haskell v. Starbird, 152 Mass. 117, 120 (1890). Restatement 2d: Agency, § 8 A, comment b, § 261 (1958). Cf. Bates v. Southgate, 308 Mass. 170, 183 (1941). The defendant also objects to the modification of the final decree by the Appeals Court whereby the plaintiff is excused from obtaining various permits and licenses as conditions precedent. 2 Mass. App. Ct. 722, 734 (1974). However, the plaintiff did obtain the permit of principal importance: the gasoline storage permit. The securing of any further permits required the defendant’s cooperation, which was not forthcoming although the plaintiff was ready and willing to perform his obligations. Further, there is nothing in the record to show that the defendant itself cannot obtain these permits. In these circumstances a decree for specific performance excusing the plaintiff from obtaining other permits is not inequitable. See Rigs v. Sokol, 318 Mass. 337, 345 (1945); Restatement: Contracts, § 374, comment a (1932). The interlocutory decree of the Probate Court is affirmed. In accordance with the opinion of the Appeals Court, the final decree of the Probate Court is to be modified to make clear that specific performance is not conditioned on anything other than tender by the plaintiff of such deed as is called for by the agreement within such time as the final decree specifies and to provide a $5,000 reduction in the purchase price. As so modified, the final decree is affirmed.

Paul R. Sugarman (Charles E. Blumsack with him) for the defendant. David H. Locke (A. Arnold Lundwall with him) for the plaintiff.

So ordered.