Breach of contract claims often involve disputes over the terms of the agreement, what occurred, and whether a party’s actions constituted a breach. Sometimes, however, there is a dispute over whether a valid contract even exists. The existence of a valid contract is fundamental to any breach of contract claim. To create an enforceable contract, the parties must agree on the material terms and have a present intention to be bound.
In a recent case, the Massachusetts Appeals Courts determined whether the trial court could find that there was not a valid and enforceable contract when the parties to the contract and the case stipulated that there was. In Goddard v. Goucher, the defendant, acting as agent and attorney in fact for his mother, attempted to sell a property she held as trustee. After receiving an offer, the defendant pulled together a team to develop a proposal for potential permitting of the property, which contained wetlands. The team included an attorney and the plaintiff, who was an environmental engineer. When the offer fell through, the defendant offered to sell the property to the plaintiff for one dollar and the payment of the back taxes.
The plaintiff asked the attorney from the team to draft a purchase and sale agreement. The draft stated that the purchase price was one dollar and that the deed was to be delivered on an unspecified date in June 2007, at 10:00 a.m. The agreement stated that the closing date could be extended for not more than 30 days. There was also language that time was of the essence. The plaintiff signed the agreement, and his attorney sent it to the defendant. The defendant sent it to another attorney for review. The defendant’s attorney made handwritten revisions to the agreement, including adding language clarifying that the buyer would assume all encumbrances of record and otherwise and “all past, present, and future taxes.” The defendant signed the agreement with the revisions and returned it to the plaintiff. The plaintiff testified that he received the signed agreement in August 2007. The plaintiff’s attorney then performed a title search on behalf of the plaintiff.
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