Worcester Heritage Society, Inc. v. Trussell (1991)

Worcester Heritage Society, Inc. v. Trussell
Court of Appeals of Massachusetts, 1991.
31 Mass.App.Ct. 343, 577 N.E.2d 1009

Facts: Worcester (P) a non-profit organization conveyed a vacant an uninhabitable house to Trussell (D) with the expectation that he would restore the exterior within one year, and then restore the interior some time thereafter.  The agreement between the parties provided for Worcester to hire contractors, at Trussell’s expense, to complete any exterior repair work after one year.  Trussell lost his job and was unable to complete the repair work within one year.  Worcester filed suit for recession of the contract and re-conveyance of the house. At trial, Trussell showed that although he had not completed the renovations, he had made steady progress working with the limited funds he had available.  Trussell expected to be able to complete the work soon with funds from his father’s estate.  The trial judge refused to allow Worcester to rescind the contract, suggesting that they utilize the clause in the agreement which would allow them to hire contractors to complete the work at the defendant’s expense.

Issue: Did the trial court err in refusing rescission where there was only a breach of contract rather than an utter failure of consideration or repudiation by the party in breach?

Holding: No.

Analysis/Decision: (Armstrong, J.) Trussell’s actions did not amount to repudiation of the contract.  Trussell’s investment in the purchase price of the property, additional sums invested and labor in the restoration work showed that there was not a total failure of consideration.  The contract expressly contemplated the possibility of delay in completion of the exterior work and empowered Worcester in that circumstance to engage outside contractors at Trussell’s expense.  Judgment affirmed.

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