TETREAULT LAND CONSERVATION INC v. TETREAULT (2022)

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

The plaintiff, Tetreault Land Conservation, Inc. (TLC), appeals from the dismissal of its claims against the estate of Merritt Tetreault, the Merritt D. Tetreault 2011 Trust (trust), and members of the Tetreault family individually. On appeal, TLC claims that the judge erred in finding that the one-year statute of limitations for creditors’ claims against an estate barred its claims against all defendants. TLC asserts that it had both contract and tort claims against the trust, meaning it had either six or three years respectively to file suit. We affirm.

Discussion. “ ‘We review the allowance of a motion to dismiss de novo,’ accepting as true the facts alleged in the” complaint and favorable inferences that reasonably can be drawn from them. Coghlin Elec. Contrs., Inc. v. Gilbane Bldg. Co., 472 Mass. 549, 553 (2015), quoting Galiastro v. Mortgage Elec. Registration Sys., Inc., 467 Mass. 160, 164 (2014). The factual allegations must plausibly suggest an entitlement to relief. See Iannacchino v. Ford Motor Co., 451 Mass. 623, 636, (2008).

TLC's complaint alleged that Merritt Tetreault engaged in a long-running discussion with the Whitinsville Fish and Game Club (club) about donating land he owned abutting the club's property.³ To avoid tax liability, Merritt asked the club to form a nonprofit organization to accept the donation. The club proceeded to incorporate the TLC and apply for tax-exempt status under § 501(c)(3) of the Internal Revenue Code. TLC's § 501(c)(3) status was approved in March 2017, but Merritt died in August 2017 without completing the transfer. His will left the residuary of his estate, including his real property, to the trust.⁴

In March 2018, Thomas Tetreault, a personal representative of the estate and trustee of the trust, e-mailed TLC's counsel.⁵ The e-mail indicated that the Tetreault family (family) would “like to move forward with” the donation.⁶ In June 2018, TLC's counsel wrote to Thomas Wickstrom, another personal representative and trustee, seeking to complete the land transfer. The following month, however, Thomas Tetreault again e-mailed TLC's counsel, this time stating that the family had reconsidered the donation.

TLC filed suit on December 9, 2019, alleging that it had an enforceable contract with Merritt based on a promissory estoppel theory. The complaint named the defendants as representatives of Merritt's estate. The judge granted the defendants’ motion to dismiss under Mass. R. Civ. P. 12 (b) (6), 365 Mass. 754 (1974), finding TLC's claim was barred by the Massachusetts Uniform Probate Code's statute of limitations for creditors’ claims against an estate. See G. L. c. 190B, § 3-803 (a) (requiring decedent's creditors to seek enforcement of claims within one year of decedent's death). TLC concedes in this appeal that its claims against the estate were time-barred because it filed suit more than two years after Merritt's death.

Instead, TLC asserts that its claims against the trust remained viable after the one-year limitations period. TLC amended its complaint in July 2020, naming some of the defendants as trustees and restating its claim that an enforceable contract existed based on promissory estoppel. However, to succeed on that theory, TLC needed to plead sufficient facts to show that (1) a trustee made “[a] promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee,” (2) that the promise did in fact “induce such action or forbearance,” and (3) that “injustice [could] be avoided only by enforcement of the promise.” Restatement (Second) of Contracts § 90(1) (1981). TLC claims that trustee Thomas Tetreault affirmed Merritt's promise to transfer the land in his March 2018 e-mail by stating that the family wished to “move forward.” TLC acknowledges that on the record before us, and before the judge, questions remain about whether the e-mail was in fact a valid promise on behalf of the trust. But even if it was, TLC's amended complaint did not describe either forbearance or action taken in reliance on the trust's promise. The amended complaint primarily described actions taken in reliance on Merritt's promise: the formation of TLC as a nonprofit corporation and the processing of its tax-exempt status. After Thomas Tetreault's March 2018 e-mail, the amended complaint mentions only that TLC sought to establish contact with counsel for the estate and sent a letter seeking completion of the donation. Even drawing all reasonable inferences in favor of TLC, these actions are not sufficient to establish reliance. See Congregation Kadimah Toras-Moshe v. DeLeo, 405 Mass. 365, 366-367 (1989) (inclusion of promised $25,000 gift in organization's budget did not constitute legal detriment or reliance). Contrast King v. Trustees of Boston Univ., 420 Mass. 52, 63 (1995) (evidence of reliance was sufficient to submit issue to jury where university indexed donated papers, made them available to researchers, provided trained staff to care for them, and held convocation to commemorate donation). In short, while the amended complaint named the defendants as trustees, it did not allege facts plausibly suggesting that TLC was entitled to the relief it sought from the trust.⁷ See Iannacchino, 451 Mass. at 636.

On appeal, TLC recasts its promissory estoppel claim against the trust as one of charitable subscription. However, “[t]o enforce a charitable subscription or a charitable pledge in Massachusetts, a party must establish that there was a promise to give some property to a charitable institution and that the promise was supported by consideration or reliance.” King, 420 Mass. at 56, citing Congregation Kadimah Toras-Moshe, 405 Mass. at 367 & n.3. Because TLC's amended complaint alleged neither consideration nor reliance on any assertion by the trustees, we find no error in the judge's dismissal of the amended complaint.⁸

Judgment affirmed.

FOOTNOTES

3.   Because several of the defendants share the same surname as the decedent, we refer to Merritt by his first name for clarity.

4.   According to the amended complaint, defendants Thomas Tetreault, Michelle Tetreault-Snyder, and Thomas Wickstrom are personal representatives of Merritt's estate and trustees of the trust, and defendant Veronica Tetreault is Merritt's spouse.

5.   The e-mail appears to have been sent by Thomas Tetreault's spouse on behalf of herself and Thomas.

6.   After Merritt's death, his spouse also indicated to the club that the family intended to proceed with the donation. However, the complaint and amended complaint do not allege that Merritt's spouse is a trustee, and any representation by her would not change our analysis.

7.   TLC correctly points out that dismissal for failure to state a claim under rule 12 (b) (6) is not proper “unless it appears certain that the complaining party is not entitled to relief under any state of facts which could be proved in support of [the plaintiff's] claim” (citation omitted). Berish v. Bornstein, 437 Mass. 252, 267 (2002). Even with this generous standard of review, however, dismissal is still proper where, as here, “the plaintiff has set forth no facts that would entitle [the plaintiff] to relief.” Eigerman v. Putnam Invs., Inc., 450 Mass. 281, 286 (2007).

8.   Massachusetts law does not recognize the principle set out in Restatement (Second) of Contracts § 90(2) (1981) that “[a] charitable subscription ․ is binding ․ without proof that the promise induced action or forbearance.” See King, 420 Mass. at 56 n.4.