Goodwill Enterprises, Inc. (Goodwill) filed its complaint in this action on August 14, 2015 (Complaint). In the Complaint, Goodwill seeks to enforce its right of first refusal (ROFR) to purchase property, located at 218 Andover Street in Peabody (Property), which it currently leases under a lease with 218 Andover Street Peabody Realty Trust (Realty Trust), the record owner of the Property (Lease). In 2011, one of the beneficiaries of the Realty Trust, non-party Daniel Corbett, voluntarily filed for Chapter 7 bankruptcy, and in August 2012, his 50% beneficial interest in the Realty Trust (Corbett Interest) was sold by the Chapter 7 bankruptcy trustee (Bankruptcy Trustee) to Defendant Cathleen E. Kavanagh, as Trustee of April Realty Trust (April Realty). The other 50% beneficial interest in the Realty Trust is held by Defendant William F. Garland (Garland), who is Trustee of the Realty Trust. In Counts I and II of its Complaint Goodwill seeks a declaration that the sale of the Corbett Interest triggered its ROFR and breached its lease contract, and that Goodwill is entitled to specific performance of its ROFR to purchase the Corbett Interest.
On December 15, 2016, Goodwill filed its Motion for Partial Summary Judgment on Counts I and II of the Complaint. On January 31, 2017, Garland filed his Motion for Summary Judgment and Response to Goodwill's Motion for Partial Summary Judgment. Also on January 31, 2017, April Realty filed its Cross-Motion for Summary Judgment and Opposition of Cathleen Kavanagh to Plaintiff's Motion for Partial Summary Judgment. On March 15, 2017 Goodwill filed its Opposition to Garland and April Realty's Motions for Summary Judgment.
The Plaintiff's Motion for Partial Summary Judgment and the Defendants' Cross-Motions for Summary Judgment came to be heard on May 18, 2017. In a Memorandum and Order of even date, the court (Foster, J.) has allowed the Plaintiff's Motion for Summary Judgment on Counts I and II of its Complaint, denied Defendant April Realty's Motion for Summary Judgment, and allowed in part and denied in part Defendant Garland's Motion for Summary Judgment.
In accordance with the court's Memorandum and Order issued today, it is
ORDERED, ADJUDGED and DECLARED that the Corbett Interest constituted a 50% interest in the Property. It is further
ORDERED, ADJUDGED and DECLARED that the Notice of Sale, auction of the Corbett Interest, and bid by April Realty, triggered the ROFR under the lease. It is further
ORDERED, ADJUDGED and DECLARED that the Bankruptcy Trustee was obligated to give notice to Goodwill of the auction sale and bid, and his failure to do so violated the ROFR and breached the Lease. It is further
ORDERED, ADJUDGED and DECLARED that Goodwill has the right to specific performance of the ROFR.
By the Court.
GOODWILL ENTERPRISES, INC. v. WILLIAM F. GARLAND, individually, WILLIAM F. GARLAND as Trustee of the 218 ANDOVER STREET PEABODY REALTY TRUST, and CATHLEEN E. KAVANAGH, as Trustee of the APRIL REALTY TRUST.