Opinion
21-P-1008
06-16-2022
DONNA GRISWOLD, individually and as co-personal representative, [1] & another [2] v. JANET H. BARBATO & another. [3]
Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule 23.0, as appearing in 97 Mass.App.Ct. 1017 (2020) (formerly known as rule 1:28, as amended by 73 Mass.App.Ct. 1001 [2009]), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent. See Chace v. Curran, 71 Mass.App.Ct. 258, 260 n.4 (2008).
MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
This suit was brought by Donna Griswold (Donna) and Adam Hart, III (Chip), as co-personal representatives of the estate of their father Adam Hart, Jr. (Adam) and, individually, as beneficiaries of the Adam Hart Living Trust (Living Trust). The defendants are Adam's other child, Janet H. Barbato (Janet) and her daughter, Adam's granddaughter, Kari A. Hart (Kari). Because two of the parties and the decedent share a last name, we will utilize first names in referring to them, and refer to the plaintiff Adam Hart, III, by his nickname, "Chip."
The second amended complaint, the operative one, alleges six counts: breach of contract, specific performance of contract, fraud, civil conspiracy, conversion, and abuse of probate process. The defendants filed counterclaims against Donna and Chip under the anti-SLAPP statute, G. L. c. 231, § 59H, and for sanctions under G. L. c. 231, § 6F.
The defendants filed a motion for summary judgment as to all counts in the complaint, which was allowed except as to count six for abuse of process. The plaintiffs moved for reconsideration. That motion was denied. The plaintiffs then voluntarily dismissed the remaining count, and the parties stipulated to dismissal of the defendants' counterclaims. Summary judgment entered in favor of the defendants, and it is from that summary judgment that the plaintiffs now appeal.
Discussion.
Our review of the allowance of a motion for summary judgment is of course de novo. Miller v. Cotter, 448 Mass. 671, 676 (2007). In undertaking our review, we view the evidence in the summary judgment record, and all reasonable inferences that may be drawn therefrom, in the light most favorable to the non-moving parties, in this case the plaintiffs Donna and Chip. LeBlanc v. Logan Hilton Joint Venture, 4 63 Mass. 316, 318 (2012).
Facts.
Adam was the owner of the Three Seasons Motor Lodge, Inc., motel and the Ocean House Corporation restaurant located on the oceanfront real estate he owned in Dennisport. Adam involved and employed all three of his children, Chip, Donna, and Janet at his resort as well as Janet's daughter Kari and Kari's spouse, Timothy Reardon. Adam managed the motel, defendants managed the restaurant, and the resort was their only employment. Donna was a special education teacher and helped Adam with the motel during summers. Chip worked closely with his father managing resort maintenance and construction and worked part-time as a general contractor. Adam also allowed Chip to own and operate the resort motel's cafe and to build and manage an outdoor Tiki bar. Reardon helped with all resort business operations and became Adam's confidant and partner in an illegal sports betting business.
In 2002 Adam, who was seventy-five, signed documents as part of his estate plan. The documents created the Living Trust, with Adam as lifetime trustee, to which Adam transferred all his tangible and intangible personal property. They also created the Kristopher Ryan Limited Partnership (Limited Partnership), named after Janet's autistic son, into which Adam transferred his resort real estate. That Limited Partnership named Adam and Janet each as one percent general partners, and the Living Trust as a ninety-eight percent limited partner.
Adam intended and understood that he could continue to retain control of his real estate that had been transferred to the Limited Partnership. Other real estate was transferred into the Adam Hart Investment Trust (Investment Trust), with his Living Trust as beneficiary.
Through the Living Trust, Adam made separate gifts to his children, which would be distributed after his death, and gave the majority of his assets equally to his children after he died. At some point Adam assigned all his general partner shares in the Limited Partnership, which owned the resort real estate, to his Living Trust.
Under a first amendment to the Living Trust, made in March 2004, all preferred business stock was to be distributed to Janet, all common stock equally to his children, and all limited partnership and general partnership interests to Janet upon his death. In February 2009, a second amendment added a specific distribution to Chip of the house where Chip lived and distributed the remaining trust assets equally to his children. In March 2011, a third amendment distributed all limited partnership and general partnership interest to Kari or, if Kari predeceased Adam, to Chip. In February 2012, a fourth amendment distributed all the business stock to the defendants and gave Kari an equal one-fourth share with his children of the remaining trust assets including all Limited Partnership general partner interest. Days after making this amendment Adam individually assigned a one-percent general partnership share in the limited partnership to Kari.
Thus, prior to the events giving rise to this action, the Living Trust held all of Adam's tangible and intangible personal property, including all business stock in his corporation and a ninety-eight percent limited partnership interest in the Limited Partnership (which held all of Adam's resort real estate), and the Investment Trust, of which the Living Trust was the beneficiary, held certain non-resort real estate including two condominiums. Kari and Janet each held a one-percent general partnership interest in the Limited Partnership. Under the then-existing terms of the Living Trust, at the time of Adam's death, all of the business stock in both of Adam's corporations, Ocean House and the Three Seasons Motor Lodge, Inc., was to be distributed equally to Janet and Kari, Chip was to receive the house in which he lived, and all remaining tangible and intangible personal property, including partnership interests in the Limited Partnership were to be distributed equally between Donna, Chip, Janet, and Kari.
In September 2009, Adam, who was eighty-three years old, was indicted on Federal felony charges of operating a sports gambling business. The government placed a forfeiture lien on the resort, specifically the real property at 421-425 Old Wharf Road, Dennisport, including all buildings, appurtenances, and improvements thereon.
In 2012, Adam agreed to a plea bargain that included a $500,000 fine and under which he would avoid prison and obtain release of the government lien.
In mid-2012 he sought bank financing to pay the fine and for resort working capital with the help of a new accountant, Douglas Crabtree. Due to Adam's felony record, banks were uninterested in refinancing his resort. A bank loan officer suggested that Adam might obtain bank refinancing if he transferred a majority of his resort ownership to family members.
Adam did not want to relinquish control of his assets; he also did not want to sell his resort, which would have permitted him to raise the money necessary to pay the fine, because it was something he wanted the members of his family to inherit. The defendants were concerned about government forfeiture of the resort, or a bankruptcy sale of the resort, or that Adam might be forced to sell the resort to pay the fine to avoid prison.
Adam always wanted to maintain lifetime control of his assets and, after his death, to distribute his resort and other assets through his living trust equally to his children and Kari. Crabtree, Reardon, and the defendants persuaded Adam to transfer majority ownership of his resort to his family in order to obtain bank refinancing.
Adam decided not to involve Donna and Chip because they were divorcing or contemplating divorcing their respective spouses. Adam thus decided to transfer a majority resort ownership to the defendants.
A letter was prepared by an attorney from Adam to the defendants to inform them that, effective December 12, 2012, his Living Trust made a gift to each of them of twenty-five percent of the Limited Partnership shares, so defendants would collectively receive a fifty percent ownership interest in the resort real estate. On December 22, 2012, Adam, then age 86, was hospitalized after having a stroke. He was discharged to Janet's home to recuperate. On December 28, 2012, he signed documents prepared by the attorney for this bank refinancing. These documents included Living Trust gifts to the defendants of a fifty percent limited partnership interest and one hundred percent of the business stock of the Three Seasons Motor Lodge, Inc., and the Ocean House Corporation. Unknown to Adam these documents were titled and stated to be irrevocable gifts. They included documents not necessary for the bank refinancing strategy and contrary to Adam's intent to have these assets ultimately returned to him. The attorney who prepared them, who it is alleged had conspired with the defendants, also had Adam sign a fifth amendment to his Living Trust that made a combined periodic $400,000 distribution to the plaintiffs, contingent on the Living Trust still then owning a forty-eight percent interest in the Limited Partnership, and purported to distribute the remaining trust assets to the defendants. Thus, on Adam's death, under this document, the plaintiffs would receive only $400,000, but the defendants would obtain complete ownership of the resort. The attorney also had Adam sign a deed transferring his investment trust real estate to the Limited Partnership and a deed giving Chip the house where Chip lived, which the attorney knew that Adam intended to give to Chip only after Chip was divorced.
Nonetheless, bank refinancing could not be obtained because the bank would not refinance the property due to Adam's felony record even though he was only a minority owner.
Time was of the essence for Adam to pay his fine to avoid prison. Reardon found a private lender to make a short-term high interest loan secured by the properties, regardless of Adam's felony record or ownership of his resort. Reardon, Janet, and Kari then misrepresented to Adam that the private lender, Endeavor Capitol, LLC (Endeavor), would not agree to loan refinancing unless Adam divested himself of all ownership of his resort due to his felony record. In reliance on this misrepresentation, Adam, concluding that he had no choice if he wished to avoid prison, transferred in an agreement for sale the Living Trust's forty-eight percent limited partnership shares to the defendants for $900,000 effective when the Endeavor loan closed. The defendants were to pay the $900,000 with $500,000 in proceeds from the Endeavor loan, to be used to pay the fine, and a $400,000 promissory note. Defendants orally assured Adam they would transfer all of his resort assets back to him at his request after bank refinancing was obtained to refinance the high interest Endeavor loan. This assurance, repeated at various times, is at the heart of this dispute.
On June 14, 2013, Crabtree resigned as Adam's accountant when he learned that Janet had been using resort funds for personal expenses. On June 20, 2013, the Endeavor loan to the limited partnership closed for $1,200,000. The borrower was the Limited Partnership, and the mortgage was signed by Kari and Janet as general partners. Five hundred thousand dollars of the loan proceeds were paid by Endeavor directly to the United States government for Adam's fine and a release of the government's resort lien. After paying off various fees related to the loan as well as other debts and liens on the property, the balance of $256,575.70 was transferred to the Limited Partnership as "working capital." The defendants signed a $400,000 note to the Living Trust.
Thus, if the sale document was effective, it would appear that as of this date, the defendants had obtained one hundred percent ownership of the resort assets, including one hundred percent of the stock of the Ocean House Corporation, one hundred percent of the stock of Three Seasons Motor Lodge Inc., and one hundred percent of the resort real estate owned by the Limited Partnership which they owned in its entirety.
In September 2013, the defendants started to apply for a small business administration loan from TD Bank to refinance the Endeavor loan. The defendants represented to the loan officer, Eric Bancroft, that Adam intended to transfer the resort to them and give Donna and Chip $400,000 as their combined inheritance.
The Small Business Association loan guidelines, however, did not permit refinancing of the $500,000 Endeavor loan proceeds because they had been paid to another government agency for Adam's fine. Bancroft suggested that the $500,000 Endeavor loan proceeds be reclassified as a first installment payment from the defendants to Adam for the Living Trust's remaining forty-eight percent Limited Partnership interest. Consistent with this, in November 2013, Adam, as trustee of the Living Trust, signed a second "Agreement for Sale" purporting to sell to the defendants the Living Trust's forty-eight percent of the Limited Partnership for $400,000. Neither the May 2013 agreement for sale nor the November 2013 agreement for sale contains an integration clause. The defendants signed another $400,000 promissory note.
Bancroft suggested that the agreement be revised to avoid a note obligation and that instead $400,000 of the bank loan would be paid in cash to the Living Trust for Donna and Chip's inheritance. In April 2014 the second page of the June 2013 Endeavor loan closing statement was "revised" to state that $500,000 was paid "to Adam Hart Living Trust" rather than to the United States government, apparently to represent that the money had been paid to the Living Trust as a first installment for the forty-eight percent interest, even though in fact it had been paid to the government. This document was signed by Janet, Kari, and Adam. Once again, in April 2014, Adam signed an Agreement for Sale, this third one denominated "Agreement For Installment Sale," again purporting to sell forty-eight percent of the Limited Partnership shares to the defendants, with an effective date no later than June 20, 2014. The defendants contend that this is the effective contract for the sale of the forty-eight percent to them, something we need not resolve for present purposes. The evidence in the summary judgment record is that the signature on that agreement by Adam was made, again, on reliance on a side agreement that the resort assets would ultimately be returned to Adam so that they could be placed in the Living Trust and distributed on his death to his children and Kari.
Reardon filed for divorce from Kari and, in June 2014, attached the resort real estate to secure his marital assets claim. The attachment would have prevented the refinancing of the Endeavor loan through a then pending application at TD Bank. Kari agreed to pay Reardon $400,000 to release his attachment contingent on the TD Bank refinancing. On June 24, 2014, Kari opened a Living Trust bank account at the Cape Cod Five Cents Savings Bank. On June 25, 2014, the TD Bank loan closed for a total of $2,696,000. The loan proceeds were wired to an attorney, who on June 27, 2014, then wired $400,000 of the loan proceeds to the Living Trust Cape Cod Five Cents Savings Bank account. Kari obtained a blank check on this account, and on the afternoon of June 27, 2014, after the funds had been wired into the account, Kari and Reardon were divorced, and Reardon was given the Living Trust check payable to him for $400,000. It was purportedly signed by Adam. Reardon questioned whether in fact Adam had signed the check, and if there were sufficient funds. He immediately went to a Cape Cod Five Cents Savings Bank branch and endorsed the check in exchange for a $400,000 bank check. The record does not reveal what the defendants did with the other $2,296,000.
In mid-July 2014 Adam requested the original attorney to prepare documents for the defendants to transfer back his resort assets. The attorney said he would not do so without the defendants' consent. Adam requested it, and Janet and Kari refused.
Adam retained other attorneys to recover his assets from the defendants. Adam explained to them that there was an oral agreement with the defendants, who promised to transfer back his assets at his request after bank refinancing had been obtained, and that the defendants had breached that agreement.
In March 2015, Adam, now age 88, was hospitalized with a second stroke. Angry with the defendants, in April 2015 Adam executed a new will that disinherited them. His attorneys sent a demand letter for payment of the June 2013 note to the defendants to see how they would respond. They did not.
Adam attempted to avoid suit by persuading the defendants to honor their side agreement, and they continued to refuse. On his 90th birthday in mid-May 2016, Adam met with his new attorneys and authorized them to file suit against the defendants. He was hospitalized, though, and died on June 20, 2016. Prior to Adam's death, while in the hospital, Kari reassured him that she would persuade Janet to honor the side agreement.
Adam Hart, III, individually and as co-personal representative of the estate of Adam Hart, Jr.
After Adam's death Donna and Chip petitioned to admit his new will to probate. Janet filed an objection, although she also claimed that all of his assets had been transferred to the defendants before his death. The Probate Court found that Adam had the capacity to execute the new will and it was not the result of undue influence, and, after being appointed as estate copersonal representatives, the plaintiffs filed this lawsuit in both their capacities as copersonal representatives of Adam's estate and as individuals.
Analysis.
We address each of the defendants' arguments for summary judgment in turn:
1. Enforceability of alleged agreement.
The defendants argue first that even assuming there was an otherwise enforceable oral agreement, which they do not concede, it was an illegal agreement and was unenforceable. This argument relates only to the claim for breach of contract and the claim for specific performance.
Kari A. Hart.
They argue that "the underlying purpose of that agreement, assuming its existence, was to defraud the loan underwriter, the lender, and the federal government." They also argue that "if Adam agreed to transfer the property to Janet and Kari solely to obtain financing, with an agreement to transfer the property back solely to circumvent bank rules, such conduct would constitute bank fraud on the part of all parties."
This argument suffers from a serious lack of precision. Viewing the summary judgment record in the light most favorable to the plaintiffs, Adam's ownership of the property was an obstacle to refinancing the property at the outset of the parties' attempts to refinance. Apparently, prior to obtaining the Endeavor loan, bank financing could not be obtained while Adam was a majority or minority owner of the resort. Financing, however, ultimately was obtained from Endeavor which was indifferent about Adam's ownership. Indeed, one allegation is that the defendants lied to Adam about this in order to get him to transfer the final forty-eight percent of the Limited Partnership to them.
If that original sale was effective, a provision that, after the Endeavor loan itself was refinanced, the property would be returned to Adam, did not defraud and could not have defrauded the actual lender Endeavor, or its underwriter. We see nothing in the TD Bank or SBA documents prohibiting such a transfer. A transfer without prior consent of TD Bank or the SBA might have rendered the loan due, but, assuming that is true, there is nothing in the record indicating that the side agreement called for keeping the transfer secret from the bank, or that prevented seeking its consent, renegotiation with the bank, or refinancing with another bank, if following through with the transfer agreement made it necessary. We thus are not persuaded on this record that the side agreement required the defendants even to take an action that would have amounted to defaulting on the TD Bank loan. And while of course there may be consequences for a mortgage of transferring the subject property, including (depending on the terms of the mortgage) triggering a default, we are not persuaded that, even if the side agreement required defaulting upon the mortgage -- which, again, we do not think has been established on this record -- an agreement with such a consequence amounts to an "illegal" agreement that may not be enforced. Cf. Arcidi v. NAGE Inc., 447 Mass. 616, 619 (2006) (agreement was illegal that was entered into in violation of statute that provides "[n]o person shall make an agreement whereby any compensation or thing of value is to be paid to any person contingent upon a decision" of a Commonwealth authority).
2. Parol evidence.
The defendants next argue that the contract -- and here they appear to mean the final installment sale agreement, rather than the May 2013 agreement by which Adam purported initially to have transferred assets to the defendants -- is unambiguous, and therefore parol evidence in the form of the oral agreement is not admissible. Again, this relates solely to the contract counts.
"The parol evidence rule only bars introduction of prior or contemporaneous written or oral agreements that contradict, vary, or broaden an integrated writing." Kobayashi v. Orion Ventures, Inc., 42 Mass.App.Ct. 492, 496 (1997). Even agreements that contain integration clauses may be found not to be fully integrated, see Chambers v. Gold Medal Bakery, Inc., 83 Mass.App.Ct. 234, 242-243 (2013), and in none of the three agreements for sale that may be relevant in this case is there even an integration clause. Whether an agreement is integrated "is an issue of fact for the decision of the trial judge, entirely preliminary to any application of the parol evidence rule." Wang Labs., Inc. v. Docktor Pet Centers, Inc., 12 Mass.App.Ct. 213, 219 (1981). "It is a question of fact that turns upon the intention of the parties" (citation omitted). Green v. Harvard Vanguard Med. Assocs., Inc., 7 9 Mass.App.Ct. 1, 9 (2011). And, a finding that an agreement is not fully integrated may be based upon oral evidence. See Wang Labs., Inc., supra at 219-220. See also Antonellis v. Northgate Constr. Corp., 362 Mass. 847, 849 (1973) ("Whether there was an integration . . . was a question of the intention of the parties on which proof could be received ranging beyond the writing proper"). Given the evidence in the summary judgment record, there is at least a genuine issue of material fact about whether any of these three agreements, whichever of which may be operative, were integrated, and therefore about whether parol evidence of the side agreement might be considered. Thus, the parol evidence rule does not require summary judgment on any of the counts of the complaint.
3. Consideration or reliance.
The defendants argue next with respect to the contract counts that there was neither consideration for, nor detrimental reliance on, the side agreement. We disagree. Viewing the summary judgment record in the light most favorable to the plaintiffs, the side agreement contained unwritten terms of a broader agreement and did not merely stand alone. The purpose of the broader agreement was to allow the resort to continue to operate as a going concern, to have it continue to employ the defendants, and to have it passed upon Adam's death at least in part to the defendants, rather than it having to be sold in order to raise the money for the fine. This is adequate consideration for the agreement.
Even if the side agreement is viewed as a standalone agreement, since the summary judgment evidence is that Adam would not have entered into an agreement for sale that permitted retention of the resort without the defendants' agreement to return the assets to him after they had been refinanced, and that he, in fact, did transfer those assets in reliance on that promise, the summary judgment record is sufficient to support a finding of detrimental reliance on the defendants' promise. See Loranger Constr. Corp. v. E. F. Hauserman Co., 376 Mass. 757, 760-761 (1978).
Given the arguments made by the defendants on summary judgment, we need not sort out how it might have been possible for Adam, as trustee of the Living Trust, to sell to the defendants the forty-eight percent interest in the Limited Partnership in November 2013 that he had already sold them in the May 2013 agreement for sale that had an effective date of the closing date of the Endeavor loan, which had already occurred in June 2013. The existence of these two documents alone suggests, however, that these were not integrated agreements, but that the parties understood there to be other terms or conditions that were not included in the text.
4. Claims that survive death and capacity to sue.
Finally, the defendants argue that certain claims do not survive Adam's death and that some of the claims could not be brought by the plaintiffs in their individual capacity.
As to claims held by the estate, the defendants argue that both fraud and civil conspiracy do not survive death. But, although claims for fraud do not survive death, "a suit to annul a contract for fraud . . . survives." Kraft Power Corp. v. Merrill, 464 Mass. 145, 160 (2013). As that is the nature of this claim, it survives.
With respect to civil conspiracy, the question is the basis for the underlying allegation of liability. "The averment of a conspiracy does not ordinarily change the nature of the cause of action nor add to its legal force. ... In a suit brought against several defendants alleging a conspiracy to defraud, it was held that the gist of a civil action of this sort is not the conspiracy, but the deceit or fraud causing damage to the plaintiff, the combination being charged merely for the purpose of fixing joint liability on the defendants." Weiner v. Lowenstein, 314 Mass. 642, 646 (1943). The underlying wrongs alleged in the civil conspiracy count are the breach of contract and, alternatively, the fraud requiring annulment of the contract. As such claims survive, the claim for civil conspiracy survives.
As to claims by the plaintiffs in their individual capacity, they were beneficiaries of the trust. With respect to the breach of contract claim, they are third party beneficiaries of the alleged contract and entitled to sue. James Family Charitable Found, v. State St. Bank & Trust Co., 8 0 Mass.App.Ct. 720, 723-724 (2011). The defendants have not explained why, if the property of the trust was converted, or if Adam was fraudulently induced to enter a contract in his capacity as trustee, the plaintiffs may not have standing to sue, particularly where the defendants, who are alleged to have wrongfully obtained assets that were in the trust, are the successor trustees of the living trust. In Michaud v. Forcier, 78 Mass.App.Ct. 11, 16-17 (2010), we allowed beneficiaries of a trust to bring suit to reform the schedule of beneficiaries of the trust to conform it to the intent of the settlor where there had been an inter vivos transfer of trust property to another one of the beneficiaries listed on that schedule. We relied on the proposition that "[e]quitable remedies are flexible tools to be applied with the focus on fairness and justice," and that "[a] court may also reform an agreement to correct wrongdoing," in holding that "a court acting under general principles of equity jurisprudence has broad power to reform, rescind, or cancel written instruments ... on grounds such as fraud, mistake, accident, or illegality" (citations and quotations omitted) . Id. We are not persuaded that these principles do not apply in this case to permit the plaintiffs as trust beneficiaries to seek redress for the alleged inducement of the trustee to transfer trust property to the defendants, or their unlawful conversion of that trust property. Indeed, if Adam was wronged in his capacity as trustee, we are not sure who, other than the plaintiffs, would have standing under the defendants' theory to seek redress.
In deposition testimony, Reardon, who has since died, testified that he was told of the side agreement. He testified that he had heard Adam refer to a "gentlemen's agreement," that he witnessed discussions between Adam and the defendants during and after December 2012, in which the defendants indicated that they would transfer the assets back, and that the defendants assured Adam they would return his shares in the business and the real estate after the lien had been lifted. He also indicated that Adam never intended to change his estate planning and intended to leave his assets to his children and Kari equally. In a sworn statement later given at the office of counsel for the defendants, when counsel for the plaintiffs was not present, and which was not subject to cross-examination, Reardon asserted that he lied at his deposition and did not have knowledge of any such agreement. Although the motion judge considered this recantation, since there is other evidence of the side agreement in the record, which must of course be viewed in the light most favorable to the plaintiffs, we need not resolve any issue about the significance of this contradictory post-deposition sworn statement.
5. Statute of limitations.
The defendants also raise a claim that a three-year statute of limitations bars the tort claims for civil conspiracy and conversion. However, G. L. c. 260, § 10, states, in relevant part, "[i]f a person entitled to bring . . . any action before mentioned dies before the expiration of the time here in before limited . . . and the cause of action by law survives, the action may be commenced by the executor or administrator at any time within the period within which the deceased might have brought the action or within two years after his giving bond for the discharge of his trust." The trial court found that Adam was aware of his potential claim "in July of 2014 when he requested the return of his property" and thus "the statute of limitations did not expire prior to his death." Therefore, the trial court correctly found that the estate had two years from Adam's death in July 2016 to bring the claim and did so in February 2018, which was within the statutory period. Accordingly, these claims are not barred by the statute of limitations.
Although the parties refer to some of the plaintiffs' requests for relief as "equitable claims," those requests actually seek equitable remedies, specifically imposition of a constructive or resulting trust, reformation or rescission of transfer documents, and specific performance. Since we have found that summary judgment should not have been allowed, all appropriate legal and equitable relief remains available to the plaintiffs should they succeed in this case on the merits.
Judgment reversed.
Specific performance is a remedy, not an independent cause of action. See Hawthorne's, Inc. v. Warrenton Realty, Inc., 414 Mass. 200, 208-209 (1993).
[1] Of the estate of Adam Hart, Jr.