TOWN OF GROTON, by and through its BOARD OF SELECTMEN v. BOSTON AND MAINE CORPORATION

Plaintiff Town of Groton (“Town”) filed its unverified Complaint on October 25, 2005, alleging breach of statutory obligation and promissory estoppel and seeking specific performance relative to a purchase and sale agreement for the conveyance of a railroad right-of-way consisting of approximately 8.61 acres of land located in Groton, MA (“Locus”) owned by Defendant Boston and Maine Corporation (“B&M”). On the same day this court heard (with both parties present) and allowed the Town’s Motion for Temporary Restraining Order to prohibit B&M from selling Locus. On November 3, 2005, this court heard the Town’s Motion for Preliminary Injunction, and on November 15, 2005, this court issued an Order (the “Order”) allowing the motion for preliminary injunction and ordering that B&M be enjoined from conveying Locus to any party except the Town until this case is settled or a decision is issued. B&M filed its Answer and Counterclaim to the Complaint on November 14, 2005, alleging the Town’s material breach of the purchase and sale agreement by not delivering a timely survey plan. On December 6, 2005, the Town filed a Reply to B&M’s Counterclaim.

On November 2, 2005, Plaintiffs Robert V. Shattuck, Mary Satterthwaite and J. Christian Shattuck (together, “Shattuck”) filed a Motion to Intervene and an unverified Complaint with Jury Demand in this case seeking specific performance relative to a purchase and sale agreement between them and B&M relative to Locus, and alleging intentional interference with contractual relations against the Town. [Note 1] At a hearing on Novermber 3, 2005, this court denied the Motion to Intervene.

B&M filed their Motion for Summary Judgment on December 6, 2007, together with supporting brief, Affidavit of Darlene Ligor, Appendix, and Statement of Material Facts. On January 15, 2008, the Town filed its Opposition, together with supporting memorandum, Appendix, Affidavits of David J. Doneski, Barbara V. Ganem, Kenneth Conte, and Laura H. Pawle, and Request for Entry of Judgment. This court held a hearing on B&M’s Motion for Summary Judgment on February 4, 2008. A decision of today’s date has been issued.

In accordance with that Decision it is:

ORDERED and ADJUDGED that the Town did not accept the offer of first refusal sent by B&M via certified mail on July 19, 2005 (the “Offer”) pursuant to the terms of G. L. c. 161C, § 7.

ORDERED and ADJUDGED that B&M, based on its conduct, is estopped from denying the acceptance of the Offer.

ORDERED and ADJUDGED that B&M’s Motion for Summary Judgment is DENIED.

By the court. (Sands, J.)