GOODWILL ENTERPRISES, INC.
CATHLEEN E. KAVANAGH, trustee,  & another. 
Heard: February 12, 2019.
action commenced in the Land Court Department on August
case was heard by Robert B. Foster, J., on motions for
S. Vangel (Matthew C. Douglass also present) for Cathleen E.
Marshall Harris (Sara Decatur Judge also present) for the
Present: Rubin, Sullivan, & Neyman, JJ.
Enterprises, Inc. (Goodwill), seeks to enforce a right of
first refusal found in its lease with the nominee trust that
holds title to the leased property. This appeal requires us
to resolve whether the bankruptcy sale of a bankrupt
beneficiary's fifty percent interest in the nominee trust
triggered Goodwill's right of first refusal. Concluding
that it did, we affirm the Land Court judgment entered in
case was decided on cross motions for summary judgment based
on undisputed facts. The 218 Andover Street Peabody Realty
Trust (Peabody Realty), a nominee trust, holds title to
property leased by Goodwill. Pursuant to its lease, Goodwill
has a right of first refusal in the event of sale of the
"[p]roperty, or any part thereof." Beginning in
2009, defendant William F. Garland and Daniel P. Corbett each
owned fifty percent beneficial interests in Peabody Realty.
Garland has also been the sole trustee of Peabody Realty
since at least 2009.
2011, Corbett filed a voluntary Chapter 7 petition in
bankruptcy under the United States Bankruptcy Code, at which
point his beneficial interest in Peabody Realty became part
of the bankruptcy estate. See 11 U.S.C. §§ 701 et
seq. The Chapter 7 trustee sold Corbett's fifty percent
interest to the defendant Cathleen E. Kavanagh, trustee of
the April Realty Trust (April Realty). Notice of the
impending sale was not provided to Goodwill in the manner
specified in the lease provision setting forth the right of
learning that Corbett's beneficial interest in Peabody
Realty had been sold, Goodwill filed this action in the Land
Court seeking to enforce its right of first refusal. Goodwill
also filed a motion with the United States Bankruptcy Court
for the District of Massachusetts (bankruptcy court) asking
that the order authorizing the sale to April Realty be
modified to reflect Goodwill's right of first refusal.
The bankruptcy judge concluded that the Land Court had
concurrent jurisdiction over the enforceability of
Goodwill's right of first refusal and abstained, noting
that "State law will be dispositive of the
enforceability of the right of first refusal." In re
Corbett, U.S. Bankr. Ct., No. 11-13667-JNF (Bankr. D.
Mass. Oct. 26, 2015) . A Land Court judge ruled that
Goodwill's right of first refusal was enforceable, and
April Realty appeals.
The sale of ...