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Beauregard v. Meldon

United States District Court, D. Massachusetts

December 17, 2019

PHILIP N. BEAUREGARD
v.
JOHN MELDON, personally and as TRUSTEE of 11 WILLIAM STREET REAL ESTATE TRUST, LLC

          MEMORANDUM AND ORDER ON MOTION FOR SUMMARY JUDGMENT ORDER

          Richard G. Stearns UNITED STATES DISTRICT JUDGE

         On February 5, 2019, plaintiff Philip Beauregard, a New Bedford lawyer, filed this lawsuit against his former client and friend, defendant John Meldon, a New Bedford area businessman now residing in Puerto Rico. The suit names Meldon both personally, and in his capacity as Trustee of 11 William Street Real Estate Trust, LLC. The only real issue, despite the multiple counts, is Meldon's refusal to go through with the sale to Beauregard of the Hiller Building in New Bedford.[1] Meldon moves for summary judgment asserting that, despite an exchange of drafts, no perfected Purchase & Sale Agreement (P&S) was executed, thus no binding contract was ever formed. Beauregard disagrees based principally on two email exchanges between the parties and asks the court to compel the sale.

         BACKGROUND

         In June of 2018, Meldon had leased the Hiller Building for three years to Beauregard's son Philip Paul (Phil, Jr.) to house an artisanal food business. In August of 2018, when Meldon refused to permit Phil, Jr. to sell beer and wine on the premises, recriminations began. Beauregard sent Meldon the first of a series of angry and accusatory emails (“I am surprised and frankly very pissed at your message to Philip Paul regarding a beer/wine license.”). Dkt 31-2 In an effort to resolve the impasse, the parties, directly and through lawyers, discussed various alternatives, including an indemnification agreement underwritten by Beauregard, Phil, Jr.'s purchase of “appropriate insurance, ” or an outright purchase of the building by the Beauregards. Id.

         With regard to a potential sale, Meldon valued the Hiller Building at $1.3 million. Beauregard accused Meldon of inflating the building's worth. On September 17, 2018, Beauregard, through counsel, wrote to Meldon accusing him of “practicing extortion” and that he “(and Phil, Jr.) will not tolerate this.” Dkt #31-3. On September 18, Phil, Jr., through his father, offered $1 million for the property “if [Meldon] financed it at 5% interest.”[2]Beauregard added that $1 million “is well over all appraisals that have ever been done on the building . . . and much more than you should be doing for me after years of help and friendship to you.” Dkt #31-4. On September 19, 2018, Paul Lynch, Meldon's attorney, replied to Beauregard as follows:

I don't understand. You offered the protections mentioned in my email: (1) during our conversation you said you had previously offered an indemnity and an opinion letter and (2) when I brought up a concern that the use could expand beyond the 3 or 4 tables in the current plan, you said this could be taken care of in an agreement limiting the use to that contemplated by the plan. I thought John [Meldon's] willingness to accept these terms despite his misgivings was significant progress and would end the matter - it should have at least ended the accusations of bad faith.
In any case, if these 3 protections are off the table, John asked me to inform you that he would sell the property for $1 million though he is unable to offer financing.

Dkt 32-2.

         In an email dated September 20, 2018, Beauregard responded stating:

Thanks for your e-mail regarding $1 million price. I am contacting my banking resources to see if we can get favorable terms for financing the purchase. Meanwhile ---- can you prepare a draft P&S ---- the bank will certainly want to see one. Thanks, Phil

Id. On September 25, 2018, Meldon wrote back to Beauregard:

To Phil and Phil Paul:
The purpose of this letter is to reserve my rights in connection with the sale of alcohol at 11 Williams Street New Bedford. The lease states that the tenants shall use the leased premises “only for the purpose of Business Office, retail space and manufacturing of Artisanal Foods.” The retail use contemplated by the lease relates to the retail sale of the artisanal beef jerky manufactured by the tenant. As landlord I dispute that the term “retail sale” includes the sale of items unrelated to the manufacture and sale of beef jerky and I maintain that the sale of alcohol is precluded since it is unrelated to the manufacture and sale of beef jerky. I understand that the tenant has applied for a liquor license. Please be advised that the landlord does not consent to ...

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