JPMorgan Chase & Co. v. Casarano
JPMorgan Chase & Co. v. Casarano
Opinion of the Court
This appeal arises from a grant of summary judgment by a judge of the Land Court invalidating a mortgage due to a lack of material terms. We affirm.
Background. The judge found the following facts, which are undisputed. Mary Odoms-Harris
The plaintiffs filed a complaint for declaratory judgment in the Land Court seeking to quiet title and establish the primacy of the first mortgage in its entirety. The judge, on motions for summary judgment, ruled that the putative note secured by the second mortgage was unenforceable and the second mortgage was therefore discharged.
Discussion. We review the grant of a motion for summary judgment de nova. See Matthews v. Ocean Spray Cranberries, Inc., 426 Mass. 122, 123 n.1 (1997). The defendant argues that although the note that the mortgage secures is lost, rendering many of its terms unascertainable, the mortgage alone creates a contractual obligation. Because the mortgage, but not the note, was clearly signed under seal, with its concomitant twenty-year limitations period, the defendant further argues that the statute of limitations does not bar its enforcement.
Under Massachusetts law, a mortgage is a “conveyance made for the purpose of securing performance of a debt or obligation’'' (emphasis added). G. L. c. 260, § 35, as appearing in St. 2006, c. 63, § 7. See Palmer v. Fowley, 5 Gray 545, 547 (1856) (“The substance of the contract of mortgage is, that if the debt is not paid, the mortgagee shall have the interest in the land, which his mortgagor had” [emphasis added]); Perry v. Miller, 330 Mass. 261, 263 (1953) (“A mortgage of real estate is a conveyance of the title or of some interest therein defeasible upon the payment of money or the performance of some other condition”); Black’s Law Dictionary 1101 (9th ed. 2009) (mortgage is “[a] conveyance of title to property that is given as security for the payment of a debt”); Restatement (Third) of Property (Mortgages) § 1.1 (1997) (“A mortgage is a conveyance or retention of an interest in real property as security for performance of an obligation”). Without a valid promissory
Here, where the note was lost, the judge found evidence
Promissory notes are contracts and are analyzed as such. See, e.g., Robbins v. Krock, 73 Mass. App. Ct. 134, 138 (2008); 3 Corbin, Contracts § 10.21 (rev. ed. 1996); Restatement (Second) of Contracts § 6 (1981). “Where the existence of a contract is in issue, the burden is on the [party seeking performance].” Canney v. New England Tel. & Tel. Co., 353 Mass. 158, 164 (1967). The foundational requirements of a valid contract are “offer, acceptance, consideration, and terms setting forth the rights and obligations of the parties.” Haverhill v. George Brox, Inc., 47 Mass. App. Ct. 717, 720 (1999). Nevertheless, “[i]t is not required that all terms of the agreement be precisely specified” so long as the material terms are ascertainable. Situation Mgmt. Sys., Inc. v. Malouf, Inc., 430 Mass. 875, 878 (2000).
As the judge correctly concluded, even if the terms of the missing note were deemed to support a cause of action, there is no possibility of ascertaining whether the statute of limitations would render it unenforceable. While an existing note and mortgage are to be read together, Kattar v. Demoulas, 433 Mass. 1, 11 n.7 (2000), the unenforceability of a missing note is
Alternatively, the defendant urges us to find that the mortgage document itself constitutes a valid enforceable contract. However, the terms of the mortgage do not supply specificity sufficient to reconstruct the note, and they are equally inadequate in the mortgage taken alone.
Judgment affirmed.
In the record and in the defendant’s brief, she is referred to as Mary Wells.
The printed mortgage form used by the parties who originated the second mortgage provides the option of a monthly or semiannual payment schedule, but neither option was marked.
Institutional lenders customarily produce ledger entries and related business records to establish the terms of a debt when the note itself is missing; this, however, was a so-called individual seller’s “take-back” financing arrangement.
The judge also considered the plaintiffs’ entitlement to equitable subrogation, concluding that the second mortgage was equitably subrogated to the first in the amount of the original debt incurred to First Eastern Mortgage Corporation. As we conclude that the judge correctly determined that the second mortgage is unenforceable, we do not address this issue.
The previous formulation applied to this problem was “wholly unintelligible,” see, e.g., Letts-Parker Grocer Co. v. W.R. Marshall & Co., 232 Mass. 504, 506 (1919), which we consider to be an overstatement of the proper standard.
The six-year statute of limitations for an action in contract has run. Only the twenty-year statute for an instrument under seal will now avail the second mortgage holder.
This evidence was in the form of deposition testimony by Odoms-Harris that the note called for monthly payments, and a letter relating to the settlement of a claim against Odoms-Harris.
The judge correctly rejected the defendant’s argument that the seal on the mortgage was evidence sufficient to infer the existence of a seal on the note. See note 8, supra.
The defendant points to Holt v. Federal Deposit Ins. Corp., 216 B.R. 71, 75-76 (D. Mass. 1997), for the proposition that mortgages are contracts in and of themselves. Holt is inapposite as the mortgages involved in that case contained all the terms of the promissory note, whereas here, the note is lost and the terms of the mortgage are insufficient. See id. at 77.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.