Bisceglia v. Bernadine Sisters of the Third Order of St. Francis of Massachusetts, Inc.
Bisceglia v. Bernadine Sisters of the Third Order of St. Francis of Massachusetts, Inc.
Opinion of the Court
Three years and seven months after the stipulated closing date for the conveyance of title to Massachusetts real estate under a purchase and sale agreement which recited that time was of the essence, the plaintiff brought suit for specific performance of the defendant-seller’s obligations. At the ensuing bench trial, the judge accepted the stipulation of the parties that
The judge made findings of fact, which we must accept unless clearly erroneous. Mass.R.Civ.P. 52(a), 365 Mass. 816 (1974). Fox Tree v. Harte-Hanks Communications, Inc., 398 Mass. 845, 847 (1986). He concluded that the signatory to the agreement for the seller, Sister M. Bogumilla, had no express or apparent authority to bind the defendant. The judge was correct, and we affirm the judgment dismissing the complaint.
The facts found by the judge, which we amplify by undisputed testimony where appropriate, were essentially these. The defendant, a Massachusetts corporation organized under G. L. c. 180, owned two contiguous parcels of land (the “locus”) in the Hyde Park section of Boston which were in the vicinity of other property the defendant devoted to its operation of the Kennedy Memorial School. The plaintiff made a written offer to purchase the locus, accompanied by a check for $1,000. The offer was accepted, and a purchase and sale agreement was prepared by a broker and presented to the parties for execution.
The agreement recites that the seller is “The Bernadine Sisters 3rd Order of St. Francis of Mass. Inc.,”
Sister Bogumilla was not -authorized to sign the agreement by virtue of her office as treasurer. The power of an officer of a charitable corporation
The judge also ruled, correctly in our judgment, that Sister Bogumilla had no apparent authority to bind the corporation. Where the sale of corporate real estate is “outside the scope of . . . [the corporation’s] usual activity,” the doctrine of apparent authority does not apply. Kanavos v. Hancock Bank & Trust Co., 14 Mass. App. Ct. 326, 333 (1982), cited with approval in Boston Athletic Assn., supra at 367. The constitution of this corporation recites the “nature and end of the congregation” to be “the perfection of the love of God and man,” and that the congregation is to minister “to the needs of contemporary society in domestic and foreign missions through Christian education, health care services, spiritual and corporal works of mercy.” These purposes and activities are obviously unrelated to the sale of real estate.
We find no authority to support the plaintiffs claim that both the broker and the attorney for the defendant were authorized agents of the corporation somehow capable of empowering Sister Bogumilla to sign the agreement. So too, there is no basis for the claim that a purchase and sale agreement which is not acknowledged, see G. L. c. 184, § 17A, and is signed only by the treasurer and not by the president or vice president as well, somehow complies with G. L. c. 156B, § 115.
Judgment affirmed.
The correct name of the defendant is “The Bernadine Sisters of the Third Order of St. Francis of Massachusetts, Inc.,” and the complaint recites that name.
We express no opinion as to the validity of the requirement of approvals external to the corporation.
G. L. c. 156B, § 115 (which describes the circumstances under which a recordable instrument, when executed by certain corporate officers, is binding on the corporation), is applicable to charitable corporations. See G. L. c. 180, § 10A, as in effect prior to St. 1989, c. 644, § 9.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.