JAMES GRAHAM, WALTER NEMES, CONSTANCE MARINI and BRUCE CONE, as they are TRUSTEES OF THE LONGBROOK ESTATES CONDOMINIUM TRUST vs. GFI LONGBROOK, LLC, JOSEPH A. PACELLA, RALPH DEPALMA, WEBSTER BANK NATIONAL ASSOCIATION, TOWN OF AGAWAM, CHAMPAGNE DRYWALL, INC., COMPETITIVE KITCHEN DESIGNS, INC., CONTRACTORS HOME APPLIANCES, INC., EGAN, FLANAGAN AND COHEN, P.C., NATIONAL LUMBER COMPANY, KAYCAN, LTD., SHAWN P. ALLYN, DAUPHINAIS AND SON, INC., HYDRO-PRO IRRIGATION, INC., G & S PAINTING AND CONTRACTING, LLC, AND 84 LUMBER CO., L.P.
MISC 11-449049
April 10, 2014
Sands, J.
JUDGMENT
Plaintiffs, Trustees of the Longbrook Estates Condominium Trust, filed their unverified Complaint on June 7, 2011, pursuant to G. L. c. 231A, seeking 1) declaratory judgment (against all Defendants) relative to the parties respective interests in property (the Mortgaged Land, as hereinafter defined) which is part of phased land in the Longbrook Estates Condominium (the Condominium), a phased residential condominium located in Agawam, Massachusetts, created by a Master Deed dated April 15, 1988, and recorded with the Registry on April 15, 1988 at Book 6808, Page 168 (the Master Deed), 2) quiet title (against Webster Bank National Association (Webster) and Joseph A. Pacella and Ralph DePalma (together, Pacella/DePalma)), and 3) equitable relief (against Webster and Pacella/DePalma). [Note 1] Defendants Egan, Flanagan and Cohen, P.C. (P.C.) and Pacella/DePalma filed their Answer on June 28, 2011. The Town filed its Answer on June 30, 2011. Defendant National Lumber Company (National Lumber) filed its Answers and Responses on July 12, 2011. Defendant Kaycan, Ltd. filed its Answer on July 15, 2011. Defendant Shawn P. Allyn (Allyn) filed his Answers and Responses on July 19, 2011. Defendant Champagne Drywall, Inc. filed its Answer and Affirmative Defenses on July 21, 2011. Defendant Dauphinais and Son, Inc. filed its Answer on July 28, 2011. A case management conference was held on August 10, 2011. On August 12, 2011, Webster filed its case management statement. On September 6, 2011, Defendant Competitive Kitchen Designs, Inc. was defaulted. On November 16, 2011, Defendants GFI, Contractors Home Appliances, Inc., Hydro-Pro Irrigation, Inc., G&S Painting and Contracting, LLC, 84 Lumber Co., L.P. and Allyn were defaulted. A telephone conference call was held on April 6, 2012, at which time default against Allyn was vacated; P.C., Dauphinais and Son, Inc., Champagne Drywall, Inc., and Kaycan LTD were dismissed from the case; and this court DENIED a Request for Default against National Lumber. [Note 2]
On June 15, 2012, Plaintiffs filed their Motion for Partial Summary Judgment (Counts II, III, V, VI and IX) against Defendants Webster, Pacella/DePalma, National Lumber and Allyn, together with supporting memorandum, Statement of Material Facts, Affidavit of Katherine Brady, Esq., and Appendix. [Note 3] On July 18, 2012, Webster filed its Opposition to Summary Judgment, together with supporting memorandum, Affidavit of Kathleen E. Connolly, Esq., and Appendix. On August 10, 2012, Allyn filed his Opposition to Summary Judgment, together with supporting memorandum. On August 13, 2012, Plaintiffs filed their Reply. On August 17, 2012, Plaintiffs filed their Motion to Strike Portions of Allyns Opposition. On August 21, 2012, Allyn filed his Opposition to Motion to Strike. A hearing on all motions was held on August 27, 2012, and the matter was taken under advisement. [Note 4] A telephone conference call was held on February 4, 2013, between this court, counsel for Webster, counsel for Plaintiffs, and Allyn, at which time this court requested that the parties submit additional documentation from the Hampden County Registry of Deeds (the Registry). An additional telephone conference call was held on February 15, 2013, between the same parties, and this court requested that the parties submit further supplementary documentation from the Registry, which was received on February 20, 2013. A decision was issued by this court on February 21, 2013 (Land Court Decision 1), in which this court found (1) that the Land Court had jurisdiction to issue a declaratory judgment relative to a first mortgage dated October 4, 2006 (the Webster Mortgage), from GFI to Webster on Parcel A-1 and Parcel B (the Mortgaged Land), as shown on a plan (the 1988 Plan) titled Survey Map Suffield Commons Condominium dated April 11, 1988, prepared by Igor Vechesloff and recorded with the Registry at Book of Plans 255, Page 120, to secure a note in the sum of $4,950,000.00, and (2) that the Webster Mortgage and a Writ of Attachment issued by the Hampden County Superior Court to Allyn on June 26, 2008, in the amount of $30,000 (the Allyn Lien) were valid and must be subordinated to the Master Deed (as amended by an amendment to the Master Deed dated June 30, 2011 (Phasing Amendment 18)) . [Note 5] Plaintiffs filed a Motion for Reconsideration on March 14, 2013, arguing that Webster equitably has no interest in the Mortgaged Land and therefore the Webster Mortgage should be extinguished; Allyn filed his Opposition on March 22, 2013 and Webster filed its Opposition on April 8, 2013. By Order dated April 16, 2013, this court stayed any action on the Motion for Reconsideration until final judgment entered in this case. [Note 6]
On June 14, 2013, Webster filed its Motion for Summary Judgment on Count IV (equitable relief), together with supporting memorandum and Supplemental Statement of Material Facts and Appendix, including Affidavits of Richard M. Theroux (Agawam Town Clerk) and Kathleen E. Connolly, Esq. [Note 7] [Note 8] Plaintiffs filed their Motion for Summary Judgment on Count IV (equitable relief relative to Webster) and Count VII (equitable relief relative to Pacella/DePalma) on June 17, 2013, together with supporting memorandum, Statement of Material Facts, and Affidavits of Ward P. Graham (the Graham Affidavit) and Thomas Moriarty, Esq. On July 15, 2013, Allyn filed his Assent to Websters summary judgment motion. Plaintiffs filed their Opposition to Websters motion for summary judgment on July 16, 2013. On October 9, 2013, Webster filed its Opposition to Plaintiffs motion for summary judgment and Motion to Strike Affidavit of Ward Graham. A hearing was held on all motions on October 21, 2013, and all motions were taken under advisement. A Decision was issued on March 31, 2014 (Land Court Decision 2), along with a Judgment. Plaintiffs filed a Motion to Amend Judgment on April 7, 2014, and a telephone status conference was held on April 10, 2014. As a result of such conference, an Amended Decision and Amended Judgment are issued of even date. In accordance with Land Court Decision 1 and Amended Land Court Decision 2, it is hereby:
ORDERED and ADJUDGED that the Motion to Strike Portions of Allyns Opposition to Plaintiffs Motion for Partial Summary Judgment is ALLOWED relative to Appendix A to said motion but is otherwise DENIED.
ORDERED and ADJUDGED that the Land Court has jurisdiction to issue a declaratory judgment relative to the Webster Mortgage.
ORDERED and ADJUDGED that the interests of Webster and Allyn in the land submitted to the Condominium as part of Phasing Amendment 18 (the Residual Undeclared Land) are subject to (1) a Settlement Agreement and Mutual Release (the Settlement Agreement) between Plaintiffs and Princess that revived certain phasing and development rights relative to the Condominium, and (2) an Instrument of Revival and Grant (the Instrument of Revival), similarly reviving certain phasing and development rights through July 26, 2011.
ORDERED and ADJUDGED that the Motion to Strike the Graham Affidavit is ALLOWED.
ORDERED and ADJUDGED that the Webster Mortgage is secured by all unsold units in Building 39 to the extent that such units were added to the Condominium pursuant to a phasing amendment (Phasing Amendment 17) to the Master Deed, dated February 27, 2008, which submitted to the Condominium six units within Building 39 (Building 39) as contemplated by the Master Deed.
ORDERED and ADJUDGED that the Webster Mortgage is a cloud on the title of the Residual Undeclared Land and does not apply to the Residual Undeclared Land. [Note 9]
ORDERED and ADJUDGED that the Allyn Lien, the Pacella/DePalma Mortgage, and the National Lumber Lien are each a cloud on the title of the Residual Undeclared Land and do not apply to the Residual Undeclared Land. [Note 10]/ [Note 11]/ [Note 12]
ORDERED and ADJUDGED that Plaintiffs Motion for Reconsideration of Land Court Decision 1 is ALLOWED relating to the Residual Undeclared Land but DENIED relating to the unsold units in Building 39 [Note 13], and Plaintiffs Motion for Summary Judgment is ALLOWED relating to the Residual Undeclared Land but DENIED relating to the unsold units in Building 39. In the same regard, Websters Motion for Summary Judgment is ALLOWED in part and DENIED in part, and Allyns Motion for Summary Judgment is ALLOWED in part and DENIED in part.
FOOTNOTES
[Note 1] The Complaint consisted of nine counts: Count I for Declaratory Judgment against GFI Longbrook, LLC (GFI); Count II for Declaratory Judgment against Webster; Count III for Quiet Title against Webster; Count IV for Equitable Relief against Webster; Count V for Declaratory Judgment against Pacella/DePalma; Count VI for Quiet Title against Pacella/DePalma; Count VII for Equitable Relief against Pacella/DePalma; Count VIII for Declaratory Judgment against Town of Agawam (the Town); Count IX for Declaratory Judgment against all other Defendants.
[Note 2] As of April 6, 2012, and continuing through the first Summary Judgment hearing to the present time, the following Defendants are still parties to this case: Webster, Allyn, Pacella/DePalma, National Lumber, and the Town.
[Note 3] Count I was not prosecuted because GFI submitted all of the Undeclared Land, as defined, infra, to condominium status as part of the Condominium, which was the relief sought in Count I. As a result, Plaintiffs filed a dismissal of Count I on April 7, 2014. Plaintiffs did not move for Summary Judgment on Count IV (Equitable Relief against Webster); Count VII (Equitable Relief against Pacella/DePalma); and Count VIII (Declaratory Judgment against the Town). For further discussion of the remaining counts, see, infra.
[Note 4] Only Plaintiffs and Defendants Webster and Allyn appeared at the oral argument. Plaintiffs have not filed a Motion to Default Pacella/DePalma. Pacella/DePalma are still parties to this case. On October 17, 2013, counsel for Pacella/DePalma filed a Notice of Withdrawal. Plaintiffs have not filed a Motion to Default National Lumber. National Lumber is also still a party to this case.
[Note 5] This court also stated that Pacella/DePalma must subordinate to the Master Deed, as amended by Phasing Amendment 18, a second mortgage dated October 26, 2006 (the Pacella/DePalma Mortgage), on the Mortgaged Land from GFI to Pacella/DePalma to secure a note in the sum of $1,411,950.00, and that National Lumber must subordinate to the Master Deed, as amended by Phasing Amendment 18, a Writ of Attachment issued on July 30, 2008 (the National Lumber Lien), by the Bristol Superior Court for the benefit of National Lumber in the amount of $82,000.
[Note 6] Plaintiffs briefs at this stage in the litigation make arguments relative to only Webster and the Webster Mortgage. Allyn, National Lumber, and Pacella/DePalma all have similarly situated liens on real property owned by GFI. These liens were placed on whatever interest in real property which was located in Hampden County held by GFI at the time each lien was perfected (which was after the execution of the Settlement Agreement and the Instrument of Revival, defined, infra).
[Note 7] It is unclear on what basis Webster seeks to have this court act on Count VII, since that count involves Pacella/DePalma. Pacella/DePalma did not file a memorandum and did not appear at oral argument.
[Note 8] Count VIII (Declaratory Judgment against the Town) was settled by Stipulation of Dismissal filed with this court on January 17, 2014.
[Note 9] The Webster Mortgage, however, cannot be discharged since it is a valid encumbrance on unsold units in Building 39, as discussed, supra.
[Note 10] As articulated in Land Court Decision 1, this court has jurisdiction to hear claims involving right, title, and interest to real property. This clearly includes jurisdiction to hear matters regarding whether a mortgage encumbers rights in property held by Plaintiffs.
[Note 11] Accordingly, this court does not need to address the equitable arguments raised by the parties. With that said, however, Webster contends that Plaintiffs have unclean hands because of their efforts to prevent the cure of the zoning defects relative to Building 39. It appears that there is a contentious relationship between Plaintiffs and the several developers of the Condominium. The Zoning Appeal Case, the Superior Court Case, and other efforts to enforce zoning regulations, though, cannot be said to result in unclean hands of Plaintiffs. Plaintiffs were acting within their rights to bring the Zoning Appeal Case, the Superior Court Case, and to prevent acquisition of certain land (not contemplated by the Master Deed) which may have cured any zoning defect. As a result, Plaintiffs do not have unclean hands and such argument would not prevent the extinguishment of the Webster Mortgage on equitable grounds.
[Note 12] This holding will apply to the liens of all defaulted parties, including Competitive Kitchen Designs, Inc., Contractors Home Appliances, Inc., Hydro-Pro Irrigation, Inc., G&S Painting and Contracting, LLC, and 84 Lumber Co., L.P.
[Note 13] The Motion for Reconsideration does not challenge any findings in Land Court Decision 1 other than the finding that the Webster Mortgage and the Allyn Lien are valid encumbrances on the Residual Undeclared Land.