Nantasket Beachfront Condominiums, LLC v. Hull Redevelopment Authority (Lawyers Weekly No. 11-058-15)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.  If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA, 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us   14-P-222                                        Appeals Court   NANTASKET BEACHFRONT CONDOMINIUMS, LLC  vs.  HULL REDEVELOPMENT AUTHORITY. No. 14-P-222. Plymouth.     November 7, 2014. – June 5, 2015.   Present:  Rapoza, C.J., Milkey, & Hanlon, JJ.     Contract, Performance and breach, Implied covenant of good faith and fair dealing, Damages, Provision for liquidated damages, Termination.  Practice, Civil, Summary judgment, Damages, Waiver.  Redevelopment Authority.  Administrative Law, Conflict of interest.  Conflict of Interest.  Public Employment, Unethical conduct.  State Ethics Commission.  Waiver.  Damages, Breach of contract, Liquidated damages.       Civil action commenced in the Superior Court Department on February 8, 2012.   The case was heard by Robert C. Cosgrove, J., on motions for summary judgment.     Brian K. Bowen for the plaintiff. Denise A. Chicoine (Edward S. Englander with her) for the defendant.     MILKEY, J.  In 2004, plaintiff Nantasket Beachfront Condominiums, LLC (Nantasket) and defendant Hull Redevelopment Authority (authority) entered into a contract for the purchase and development of certain land in Hull.  Under that “LAND DISPOSITION AGREEMENT” (LDA), Nantasket was to purchase the land, construct seventy-two units of housing, and develop a new public park.  Subsequently, the proposed project encountered robust neighborhood opposition, and this in turn led to significant delays in the anticipated closing.  Eventually, the authority terminated the LDA and notified Nantasket that it was retaining as liquidated damages $ 857,500 in deposits that Nantasket had made.  This action ensued. In a comprehensive and thoughtful decision, a Superior Court judge ruled in the authority’s favor on summary judgment.  He concluded that Nantasket indisputably stood in breach of the LDA, and that the authority was within its rights to terminate the agreement and to retain the deposits.  On Nantasket’s appeal, we affirm, albeit on somewhat different grounds. Background.[1]  The parties execute the LDA.  In order to spur the development of twelve acres of land that it owned, the authority in October of 2003 issued a detailed “Request for Proposals” (RFP).  According to the RFP, the property “provides the transition between the [State-owned] . . . Nantasket Beach Reservation and a major residential area of the Town of Hull along Nantasket Avenue.”  The RFP set forth a preferred development scenario in which approximately three-quarters of the land would be developed into “primarily passive public open space,” with the rest (approximately three acres) developed as “residential dwelling units, or other uses, as […]

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