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Wildlands Trust of Southeastern Massachusetts, Inc. v. Cedar Hill Retreat Center, Inc.

Superior Court of Massachusetts, Suffolk

December 30, 2016

Wildlands Trust of Southeastern Massachusetts, Inc. et al.
v.
Cedar Hill Retreat Center, Inc. et al No. 135849

          MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS' MOTIONS TO DISMISS

          Janet L. Sanders, Justice of the Superior Court.

         This is an action seeking to enforce a Conservation Restriction imposed on real property located in Duxbury, Massachusetts (the Premises). Plaintiffs are the Wildlands Trust of Southeastern Massachusetts, Inc. (Wildlands Trust) and the John and Cynthia Reed Foundation (the Foundation). Plaintiffs allege that the current owner of the land, defendant Cedar Hill Retreat Center, Inc. (Cedar Hill), is engaging activities in violation of the Conservation Restriction. Also named as a defendant is the Ballou Channing District Unitarian Universalist Association, Inc. (Ballou Channing), the original owner of the land and the Grantor of the Conservation Restriction. Plaintiffs allege that the Foundation made a $3 million gift to Ballou Channing in exchange for Ballou Channing's agreement to create the Conservation Restriction and to use the Foundation's donation to preserve the Premises in conformity with that restriction (the " Gift Agreement").

         The case is now before this Court on the defendants' motions to dismiss pursuant to Mass.R.Civ.P. 12(b)(1) and Mass.R.Civ.P. 12(b)(6). Ballou Channing moves to dismiss all counts asserted against it; Cedar Hill moves to dismiss all but one count against it. Some of the issues raised by these motions would benefit from discovery and cannot be decided at this early stage in the case. Still, there are certain claims that are not supported by the facts alleged in the Complaint or the applicable law and which must therefore be dismissed, for reasons set forth below.

         BACKGROUND

         The Complaint contains the following allegations which, for purposes of these motions, are assumed to be true. The Foundation is a private charitable foundation created by John and Cynthia Reed. The Reeds are abutters to the Premises, which consists of 12.23 acres of land. Ballou Channing is a nonprofit religious corporation organized pursuant to Chapter 180 of the General Laws. Ballou Channing acquired the Premises in 1980 through a Deed of Gift that imposed certain restrictions on its use. Located on the Premises are a building and improvements that have historically been known as the Cedar Hill Retreat Center. Ballou Channing would periodically permit the center to be used by its member congregations.

         In 2007, the Reeds learned that the restrictions imposed on the Premises through the Deed of Gift were to expire within the next couple of years. The Reeds wished to preserve the Premises in conformity with those original restrictions; negotiations with Ballou Channing ensued. Ultimately, the Foundation and Ballou Channing entered into what the Complaint calls the " Gift Agreement, " whereby the Foundation would make a contribution of $3 million in return for the creation of a Conservation Restriction. It was understood between the parties that the $3 million donation would alleviate the need to engage in any commercial activities on the Premises and cover what was anticipated to be Ballou Channing's " annual operating expenses" in maintaining it. Ballou Channing had represented to the Foundation that those expenses were about $100, 000 to $150, 000 per year. There is no allegation in the Complaint that the Gift Agreement was reduced to writing.

         The Conservation Restriction was reduced to writing and is attached to the Complaint as Exhibit A. It is dated October 17, 2008 and was recorded with the Plymouth County Registry of Deeds. Ballou Channing is named as the Grantor in the Conservation Restriction; the Grantee was the plaintiff Wildlands Trust, a non-profit organization dedicated to conservation and preservation of land in Southeastern Massachusetts. The stated purpose of the Conservation Restriction is to preserve the Premises " in its predominately natural, scenic wooded and open space condition" and to prohibit any use of the Premises not in conformity with that purpose. Section III of the Conservation Restriction sets forth what uses are prohibited and what are permitted. Section VIII (entitled " Assignability") makes it clear that the burden the Conservation Restriction imposes " shall run with the Premises in perpetuity" and " shall be enforceable against Grantor and the successors, licensees and assigns of the Grantor holding any interest in the Premises."

         In January 2009, Ballou Channing created Cedar Hill, a 501(c)(3) organization, to own and operate the Premises. Ballou Channing transferred the Premises to Cedar Hill by a Quit Claim Deed which specifically references the Conservation Restriction. The Quit Claim Deed also states that the Premises are subject to an easement that granted each congregation that is a member of Ballou Channing the right to use the Premises so long as that use does not violate any term of the Conservation Restriction. The Quit Claim Deed is attached to the Complaint as Exhibit B. It was recorded with the Plymouth County Registry of Deeds on December 31, 2009.

         Neither the Quit Claim Deed nor the Conservation Restriction mentions the Foundation's $3 million gift. The plaintiffs contend, however, that the parties intended that the money would be transferred over to any subsequent owner of the premises so as to maintain the land in conformity with the limitations on its use. Ballou Channing knew this, but when it conveyed the Premises to Cedar Hill, Ballou Channing kept $1.6 million of the $3 million gift for itself and only conveyed $1.4 million to Cedar Hill.

         Cedar Hill used a portion of the $1.4 million to renovate a structure on the Premises and proceeded to use the building as a rental property, advertising its availability to the public for overnight stays at a fee. In collecting fees for this use and permitting activities on the Premises such as food preparation, alcohol consumption, weekend family reunions, and other social uses, Cedar Hill has (according to the Complaint) violated the terms of the Conservation Restriction. The Complaint alleges that Ballou Channing is aware of Cedar Hill's violations and has refused to take steps to end them. The Complaint does not allege that Ballou Channing has through the use of its easement itself violated the Conservation Restriction.

         DISCUSSION

         The standard that this Court applies to the instant motions is well established. This Court is required to accept as true the allegations contained in the Complaint, drawing all inferences in favor of the plaintiff. This deference to the nonmoving party, however, is not unbounded. To withstand a motion to dismiss under Mass.R.Civ.P. 12(b)(6), the Complaint must contain " allegations plausibly suggesting (not merely consistent with) an entitlement to relief . . ." Iannacchino v. Ford Motor Co., 451 Mass. 623, 636 (2008), quoting Bell A. Corp. v. Twombly, 550 U.S. 544, 555-57 (2007). Although a Complaint need not set forth detailed factual allegations, a plaintiff is required to present more than labels and conclusions and must raise a right to relief " above the speculative level." Id.

         The Complaint in the instant case alleges the following counts, each of them brought by both plaintiffs and asserted against both defendants: breach of the Gift Agreement (Count I); breach of the Conservation Restriction (Count II); promissory estoppel (Count III); unjust enrichment (Count IV); and violation of Chapter 93A (Count V). Ballou Channing's motion targets all five counts, whereas Cedar Hill seeks to dismiss all counts except for Count II.[1] As to that count, Cedar Hill seeks to dismiss the claim insofar as it is asserted by the Foundation. Because there is substantial overlap in the arguments that each defendant makes, this Court will discuss each count separately rather than divide the discussion up between the two motions.

         A. Breach of the Gift ...


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