PAMELA CYR v. KATHERINE SMITH (2025)

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

This is an action initiated by Pamela Cyr and Joyce Holupka (plaintiffs) against their neighbor, Katherine L. Smith, concerning the interpretation of a side agreement executed at the time the plaintiffs sold the property at the heart of this dispute to Smith. We affirm.

The primary issue is whether, per the side agreement, the plaintiffs are entitled to an order requiring Smith to sell the property to them. Smith initially purchased the property from the plaintiffs, at which time she also signed the side agreement, on November 14, 2018.² ,³ Around two and one-half years later, on June 22, 2021, Smith informed the plaintiffs that she was considering selling the property. After multiple discussions, on July 14, 2021, the plaintiffs formally offered to purchase Smith's property for $2.8 million. In the alternative, the plaintiffs asked that, if Smith decided to list, the plaintiffs be “allow[ed] ․ to meet the offer [Smith] would accept -5%.” Smith declined the $2.8 million offer and responded, “I will be putting the house on the market at the end of July, and will add you to the exclusion list.” A few days later, the plaintiffs hand-delivered a letter to Smith asserting that they “intend[ed] to enforce [their] right to purchase the [p]roperty,” per the first paragraph of the side agreement. Smith never put the property on the market and eventually decided not to sell it.

After trial, a judge of the Land Court concluded that the first paragraph of the side agreement represented a “right of first offer -- that Smith had an obligation to offer to sell [the property] to [the plaintiffs] for $2.5 million plus ‘1% CAGR’ before she placed it on the market.”⁴ He further reasoned that the plaintiffs’ first offer -- to purchase the property for $2.8 million or to be given a right of first refusal at a price that was five percent less than Smith's highest offer -- represented a modification to the side agreement, and that Smith accepted this modification when she stated that she was going to put the house on the market and would add the plaintiffs to the exclusion list. Therefore, the judge reasoned, Smith's decision to put the property on the market did not breach the side agreement. The judge further concluded that the issue is now moot given that more than four years had passed since Smith bought the property, leaving the first paragraph of the side agreement inapplicable.

“The interpretation of a contract presents a question of law for the court, except to the extent disputed facts bear upon such interpretation.” USM Corp. v. Arthur D. Little Sys., Inc., 28 Mass. App. Ct. 108, 116 (1989). Our review of the judge's interpretation of the side agreement is de novo. See Tompkins v. Tompkins, 65 Mass. App. Ct. 487, 494 (2006). Our de novo review leads us to the same conclusion reached by the judge, and we adopt his sound analysis in all respects, including his determination that the parties remain bound by the terms of the second paragraph of the side agreement.⁵

Judgment affirmed.

Appeal from order dissolving lis pendens dismissed as moot.

FOOTNOTES

2.   According to the first paragraph of the side agreement, if Smith “decide[s]” to sell her property within a four-year period following December 1, 2018, the plaintiffs have the right to purchase it for $2.5 million plus one percent compound annual growth rate (as stated in the side agreement, purchase “at 1% CAGR (starting cost $2.5M as of Dec 1 2018).” The second paragraph of the agreement states that if Smith “decide[s]” to sell her property after December 1, 2022, the plaintiffs have the right to purchase it “at 1% CAGR (starting cost $2.5M as of Dec 1 2018) or 5% below the best received offer if the property is marketed for sale -- whichever is lower.”

3.   Both parties were represented by legal counsel throughout the negotiation of the purchase and sale agreement and the side agreement.

4.   In addressing the plaintiffs’ claim that the language of the side agreement compelled Smith to sell the property once she initially decided to put it on the market, irrespective of her subsequent change of heart, the judge concluded that “[t]his one-sided, draconian interpretation goes well beyond the language of the side agreement and is belied by the testimony of [the plaintiffs].”

5.   Given our conclusion above, the plaintiffs’ additional argument regarding the dissolution of the lis pendens is moot and requires no further discussion. To the extent that we do not address any remaining contentions, they “have not been overlooked. We find nothing in them that requires discussion.” Commonwealth v. Domanski, 332 Mass. 66, 78 (1954).