UNISTAR PROPERTIES, LLC v. ROMAN CATHOLIC ARCHBISHOP OF BOSTON and DOES I through X

Introduction

Plaintiff Unistar Properties, LLC (“Unistar”) brought this action seeking to quiet title to property located at 340 East Street in Uxbridge. The property at issue is located to the east of East Street and to the north of Kempton Road (the “disputed parcel”).

Defendant Roman Catholic Archbishop of Boston (“RCAB”) has now moved for summary judgment, claiming that it holds title to the disputed parcel. [Note 1] Unistar opposes that motion, claiming that (1) the deed RCAB relies upon is ambiguous; (2) there is a genuine issue as to whether or not John and Mary Kottis intended to convey the property to Patrick and Selina Davis; and (3) extrinsic evidence suggests that the Kottises did not intend to convey the property to the Davises. For the reasons set forth in this memorandum, I find and rule that the deed is clear and unambiguous and RCAB holds title to the disputed property. RCAB’s motion for summary judgment is thus ALLOWED.

Facts

Summary judgment is appropriately entered when there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Mass. R. Civ. P. 56; Cassesso v. Comm’r of Corr., 390 Mass. 419 , 422 (1983); Cmty Nat’l Bank v. Dawes, 369 Mass. 550 , 553 (1976). The following material facts are undisputed. [Note 2]

The disputed parcel is located in Uxbridge, to the east of East Street and to the north of Kempton Road. It was originally part of land conveyed from Sarah I. Kempton Needham to Lewis F. Albee (the “original parcel”). [Note 3] Deed from Sarah I. Kempton Needham to Lewis F. Albee (March 29, 1915), recorded in the Worcester District Registry of Deeds in Book 2075, Page 44. The original parcel passed through Mr. Albee’s estate to Fred W. Southwick. Mr. Southwick subsequently conveyed the original parcel, along with several other parcels, to Omer and Adrienne Richer in 1947. Deed from Fred W. Southwick to Omer and Adrienne Richer (Oct. 7, 1947), recorded in the Worcester District Registry of Deeds in Book 3085, Page 125 (the original parcel is identified as Parcel 5). In 1959, the Richers conveyed the original parcel, along with six other parcels of land, to John and Mary Kottis (the seven parcels are collectively the “larger parcel”). Deed from Omer Richer and Adrienne Richer to John G. Kottis and Mary G. Kottis (Nov. 16, 1959), recorded in the Worcester District Registry of Deeds in Book 4074, Page 141 (The original parcel is identified as Parcel 3. The deed also contains a catchall provision that conveys Parcel 7, “[c]onsist[ing] of any and all other real estate situated in said Uxbridge which was devised to Fred W. Southwick under the will of Louis F. Albee . . . .”). Id.

In two separate conveyances, the Kottises conveyed two parcels of land out of the larger parcel to Frank and Irene Martini. The first conveyance consisted of 31.68 acres with the following legal description:

BEGINNING at an iron pipe set in concrete at the corner of stone walls on Kempton Road, so-called town road, near the Town of Millville line;

THENCE in a westerly direction following the stone wall along said Kempton Road 659 feet, more or less, to another iron pipe set in concrete at the corner of said Kempton Road and East Street, another town road;

THENCE across said East Street continuing in a westerly direction 541 feet, more or less to another iron pipe set in concrete;

THENCE turning a right angle of 90º and going in a southerly direction 1150 feet, more or less to another iron pipe set in concrete;

THENCE turning a right angle of 90º and going in an easterly direction and crossing said East Street at two points where iron pipes set in concrete will be found and continuing in a straight line 1200 feet, more or less, to another iron pipe set in concrete, at which point there is also a stone wall;

THENCE turning a right angle of 90º and going in a northerly direction 1150 feet, more or less to the iron pipe set in concrete at the point of beginning.

Being a part of the premises conveyed to these grantors by warranty deed of Omar Richer, et ux, dated November 16, 1959, and recorded with Worcester District Registry of Deeds, in Book 4047, Page 141.

Deed from John G. Kottis and Mary G. Kottis to Frank P. Martini and Irene M. Martini (May 20, 1960), recorded in the Worcester District Registry of Deeds in Book 4110, Page 385 (capitalization and underlining in original). The second conveyance consisted of eleven acres with the following legal description:

BEGINNING at a corner of other land of said grantees on said East Street, hereafter named, at a point where said East Street meets another town road, Kempton Road;

THENCE in a northerly direction following the course of said East Street nine hundred and twenty (920) feet, more or less, to the end of a stone wall;

THENCE in a westerly direction by and with said stone wall five hundred and twenty (520) feet to a point;

THENCE turning a right angle of 90º and going in a southerly direction nine hundred and twenty (920) feet, more or less, to land of the grantees;

THENCE turning a right angle of 90º and going in an easterly direction by and along other land of these grantees five hundred and twenty (520) feet, more or less, to the point of beginning.

BEING a part of the premises conveyed to these grantors by warranty deed of Omar Richer, et ux, dated November 16, 1959, and recorded with Worcester District Registry of Deeds, in Book 4047, Page 141.

Deed from John G. Kottis and Mary G. Kottis to Frank P. Martini and Irene M. Martini (Oct. 20, 1960), recorded in the Worcester District Registry of Deeds in Book 4150, Page 235 (capitalization and underlining in original). These parcels together total approximately forty-two acres (together, the “excluded parcels”). [Note 4] The first excluded parcel is located to the south of Kempton Road; the second excluded parcel is located to the west of East Street. It is undisputed that the legal descriptions of the excluded parcels do not contain the disputed parcel.

On December 16, 1960, the Kottises conveyed three other parcels of land, totaling approximately 206 acres, to Patrick and Selina Davis. Deed from John G. Kottis and Mary G. Kottis to Patrick J. Davis and Selina M. Davis (Dec. 16, 1960), recorded in the Worcester District Registry of Deeds in Book 4164, Page 31. The three parcels are identified as Parcels 1, 2, and 3 and the deed contains their precise legal description. It is undisputed that none of the three parcels’ legal descriptions encompass the disputed parcel. However, the deed also specifically states,

MEANING AND INTENDING to convey any and all real estate situated in said Uxbridge which was conveyed to these grantors by deed of Omer Richer and Adrienne Richer, dated November 16, 1959 and recorded with said Registry in Book 4074, Page 141 . . . EXCEPTING ONLY the two parcels conveyed to Frank P. Martini et ux by these grantors in 1960 consisting of 42.0 acres, more or less, and which two parcels together compose the “Old Kempton-Needham” farm, said parcels are shown as bounded in above parcels number two and number three.

Id. (capitalization and underlining in original).

In 1961, the Davises conveyed forty acres of land to Eldon and Maria Ray. Deed from Patrick J. Davis and Selina M. Davis (Nov. 21, 1961), recorded in the Worcester District Registry of Deeds in Book 4246, Page 560 (the forty acres corresponds to “Parcel 3” in the deed from the Kottises to the Davises). Subsequent to Ms. Davis’ death in December 1961, Mr. Davis conveyed the remaining two parcels that were specifically described in the deed from the Kottises to the Davises. Deed from Patrick J. Davis, Survivor to Albert M. Miller and Barbara I. Miller (Feb. 1, 1962), recorded in the Worcester District Registry of Deeds in Book 4260, Page 162.

Mr. Davis died on July 16, 1970. In his will, Mr. Davis did not make any specific bequests of real property. However, his will contained a residuary clause, leaving “[a]ll the rest and remainder of my estate, whether real[,] personal or mixed, or wheresoever situate or to which I may be entitled at my death” to Richard Cardinal Cushing of Boston “to use as in his discretion he sees fit.” Will of Patrick J. Davis at ¶ 11. [Note 5] RCAB argues that the disputed parcel fell within this residuary clause and it thus owns the disputed parcel, free and clear of any claims by Unistar.

The excluded parcels were conveyed a number of times from the time the Martinis sold them in 1965 until they were eventually acquired by Edward B. Mitchell in 1986. [Note 6] Mr. Mitchell then subdivided the two excluded parcels into several lots, all of which were then conveyed to the Fred Hutnak Development Corp, Inc. and to the AFCO Land and Development Corporation.

In addition to these conveyances, Mr. Mitchell conveyed a parcel of land to Lee Jundanian in a deed dated February 10, 2006, which stated “[m]eaning and intending to convey to the grantee any right, title and interest in the premises known as the ‘Old Kempton-Needham farm referenced as an exception in the deed of John G. Kottis et al. to Patrick J. Davis dated December 16, 1960, and recorded in Book 4164, Page 31.” Deed from Edward B. Mitchell to Lee J. Jundanian (Feb. 10, 2006), recorded in the Worcester District Registry of Deeds in Book 38449, Page 288. Similarly, Mary Katsetos (formerly known as Mary Kottis) released “any right, title and interest in the premises known as the ‘Old Kempton-Needham farm referenced as an exception in the deed of John G. Kottis et al. to Patrick J. Davis dated December 16, 1960, and recorded in Book 4164, Page 31” to Mr. Jundanian. Release Deed from Mary G. Katsetos to Lee J. Jundanian (Feb. 16, 2006), recorded in the Worcester District Registry of Deeds in Book 38449, Page 290. Irene Martini also “convey[ed] to [Mr. Jundanian] any right, title and interest in the premises known as the ‘Old Kempton-Needham farm. For reference to my title see deeds in Book 4110, Page 385 and Book 4150, Page 235.” Deed from Irene M. Martini to Lee J. Jundanian (Feb. 22, 2006), recorded in the Worcester District Registry of Deeds in Book 38449, Page 292. Finally, the children of Frank Martini conveyed their “right, title and interest in the premises known as the ‘Old Kempton-Needham farm which [they] may have as . . . heir[s] of my late father, Frank P. Martini.” Deed from Lisa A. Borgeson to Lee J. Jundanian (Feb. 22, 2006), recorded in the Worcester District Registry of Deeds in Book 38449, Page 294; Deed from Frank P. Martini, Jr. to Lee J. Jundanian (March 29, 2006), recorded in the Worcester District Registry of Deeds in Book 38757, Page 194; Deed from Donna M. Laverack to Lee J. Jundanian (April 4, 2006), recorded in the Worcester District Registry of Deeds in Book 38757, Page 196; Deed from Anthony V. Martini to Lee J. Jundanian (April 6, 2006), recorded in the Worcester District Registry of Deeds in Book 38757, Page 192. Mr. Jundanian then conveyed the parcel to Unistar. Deed from Lee J. Jundanian to Unistar Properties, LLC (April 17, 2006), recorded in the Worcester District Registry of Deeds in Book 38799, Page 265. Unistar contends that if the disputed parcel was not conveyed to the Davises from the Kottises in the December 16, 1960 deed, then these conveyances effectively conveyed the disputed parcel to Unistar.

Other pertinent facts are included in the analysis section below.

Analysis

This case turns on the interpretation of the deeds to the disputed parcel and the surrounding parcels. “The interpretation of an integrated agreement is a matter of law . . . .” Robert Industries, Inc. v. Spence, 362 Mass. 751 , 755 (1973). “The basic principle governing the interpretation of deeds is that their meaning, derived from the presumed intent of the grantor, is to be ascertained from the words used in the written instrument, construed when necessary in the light of the attendant circumstances.” Sheftel v. Lebel, 44 Mass. App. Ct. 175 , 179 (1998). Unistar, in its response to RCAB’s motion for summary judgment, admitted all of the material facts in this case. [Note 7] Despite this, Unistar contends that the deeds described in the facts section above are ambiguous as to whether the disputed parcel was conveyed from the Kottises to the Davises. It contends that extrinsic evidence shows that the Kottises intended to convey the disputed parcel to the Martinis. RCAB argues, and I find (as set forth below) that the deeds are clear and unambiguous and, therefore, Unistar cannot rely on extrinsic evidence “to prove that the parties intended something different.” Hamouda v. Harris, 66 Mass. App. Ct. 22 , 25 (2006) (quoting Cook v. Babcock, 7 Cush. 526 , 528 (1851)).

The Kottises first conveyed the excluded parcels out of the larger parcel in 1960. These two conveyances contained specific legal descriptions of metes and bounds and referred to specific monuments. As stated above, the two parcels total forty-two acres. The first excluded parcel is located to the south of Kempton Road; the second excluded parcel is located to the west of East Street. It is undisputed that the legal descriptions for the excluded parcels do not include the disputed parcel, which is located to the east of East Street and to the north of Kempton Road.

The Kottises subsequently conveyed Parcels 1, 2, and 3 to the Davises. The deed specifically stated that it intended to convey all of the land the Kottises owned in Uxbridge. The deed specifically noted that it did not include the excluded parcels, which the Kottises had previously conveyed to the Martinis. The deed identified the two excluded parcels as the parcels, “consisting of 42.0 acres, more or less, and which two parcels together compose the “Old Kempton-Needham” farm . . . .” Deed from John G. Kottis and Mary G. Kottis to Patrick J. Davis and Selina M. Davis (Dec. 16, 1960).

Unistar contends that the Old Kempton-Needham farm includes the disputed parcel. However, as stated above, the clear and unambiguous legal description of the two excluded parcels in the deeds to the Martinis does not include the disputed parcel. Since the Kottises did not convey the disputed parcel to the Martinis, the Kottises still owned it when they subsequently deeded their remaining property to the Davises. The clear and unambiguous language of the deed from the Kottises to the Davises states “MEANING AND INTENDING to convey any and all real estate situated in said Uxbridge . . . .” Id. This language clearly states that the Kottises intended to convey all of their remaining property in Uxbridge to the Davises. The disputed parcel was thus conveyed to the Davises in this transaction.

Even if I were permitted to resort to extrinsic evidence to interpret the deeds in this case, the fact that the Kottises, in a subsequent deed, later described the excluded parcels as the Old Kempton-Needham farm does not later include the disputed parcel in the earlier conveyance to the Martinis. See Ide v. Bowden, 342 Mass. 22 , 27 (1961) (language “conveying all the property . . . might not operate to enlarge an earlier narrower, accurate and specific grant in the same deed”). “Further, to the extent the deeds be deemed to contain inconsistent descriptions of the interest conveyed by virtue of those words, the issue would be resolved by reference to the accepted principle that the more certain, unequivocal and particular description must govern.” Sheftel, 44 Mass. App. Ct. at 181, n.8. Here, the specific legal descriptions with metes and bounds, monuments, and identified acreage corresponding to the two excluded parcels (in the earlier deed to the Martinis) must govern over the later, more general description to the farm (in a later deed not in the chain of title to the excluded parcels). Moreover, even if I reviewed extrinsic evidence, such evidence cannot now “contradict[] or chang[e]” the precise legal description set forth in the deeds conveying the excluded parcels from the Kottises to the Martinis. [Note 8] Robert Industries, Inc., 362 Mass. at 753-54 (“When the written agreement, as applied to the subject matter, is in any respect uncertain or equivocal in meaning, all the circumstances of the parties leading to its execution may be shown for the purposes of elucidating, but not of contradicting or changing its terms.”). Thus, I find and rule that the disputed parcel was not included in this conveyance.

Since the disputed parcel was never conveyed to the Martinis, the subsequent conveyances from Mr. Mitchell, Ms. Martini, and the children of Frank Martini to Mr. Jundanian did not convey the disputed parcel to Mr. Jundanian. It is a truism of law that one can “convey[] only what they own[] and no more.” Marshall v. Francis, 332 Mass. 282 , 288 (1955) (where the “grantors purport[ed] to convey all their right, title and interest in parcel X”). Likewise, since the Kottises had previously “convey[ed] any and all real estate situated in said Uxbridge” to the Davises in their December 16, 1960 deed, the subsequent conveyance from Ms. Katsetos (formerly Ms. Kottis) did not convey the disputed property to Mr. Jundanian. Id.

Since the disputed parcel was conveyed from the Kottises to the Davises in the December 16, 1960 deed and since the Davises did not subsequently convey the disputed parcel, Mr. Davis still owned it at the time of his death in 1970. As stated above, Mr. Davis did not make any specific bequests of real property in his will. Therefore, the disputed parcel fell within his residuary clause, leaving “[a]ll the rest and remainder of my estate, whether real[,] personal or mixed, or wheresoever situate or to which I may be entitled at my death” to Richard Cardinal Cushing of Boston “to use as in his discretion he sees fit.” Will of Patrick J. Davis at ¶ 11. The disputed parcel is thus owned by RCAB.

Conclusion

For the foregoing reasons, I ALLOW RCAB’s motion for summary judgment. RCAB owns the disputed parcel, free and clear from the claims of Unistar. Unistar’s complaint is thus dismissed in its entirety. Judgment shall issue accordingly.

SO ORDERED.

By the court (Long, J.)