31-35, LLC v. Zucco

The appellant asserts in this Dist./Mun. Cts R. A. D. A., Rule 8C, appeal that the trial judge committed an error of law by failing to make specific findings with respect to his affirmative defenses. For the reasons stated below, we find that *15the trial judge’s findings are not clearly erroneous and dismiss the appeal.

The appellant, Ronald Zueco (“Zueco”), entered into a commercial lease agreement with the appellee, 31-35, LLC (“Landlord”). Under the lease terms, Zucco’s tenancy was to begin at either the “completion of the Landlord’s Work” or “commencement of the Tenant Construction.” Zueco began renovating his unit, and the Landlord demanded rent pursuant to the terms of the lease. Zueco refused to pay the rent, and the Landlord sued. Zucco’s answer to the Landlord’s complaint raised the affirmative defenses of economic duress and estoppel. A bench trial was held. Following the close of the evidence, Zueco filed proposed findings of fact and conclusions of law on his two affirmative defenses.3 Thereafter, the trial judge issued a four-page memorandum, which contained findings of fact and a recitation of his legal reasoning. With respect to Zucco’s requests for findings and conclusions of law, the judge stated the following: *16“Affirmed, but the court does not so find.” On appeal, Zueco argues that the judge’s findings failed to address the application of the law of duress and estop-pel to any of the evidence that he submitted at trial.4

Zucco’s appeal implicates two commonly misunderstood rules of civil procedure, Rules 52(c) and 64A. Under Rule 52(c), a District or Boston Municipal Court judge in a jury-waived trial may make a general finding or findings of fact. Rule 64A provides the parties with “a means of requiring the District Court judge to announce the rulings of law on which [his or her general finding] is based in order to determine if legal error may have occurred.” Reporter’s Notes to Mass. R. Civ. R, Rule 64A. In the absence of a request for a ruling of law that the evidence was legally insufficient to warrant a finding or that the evidence instead required a finding in the appellants favor, or a Mass. R. Civ. R, Rule 41(b) (2) motion for involuntary dismissal, the aggrieved party forfeits any right to appellate consideration of whether the evidence adduced at trial supported the court’s findings. Macone Bros. v. Strauss, 1997 Mass. App. Div. 95, 96, citing Reid v. Doherty, 273 Mass. 388, 389 (1930); Murphy’s Express, Inc. v. EBPJ, Inc., 1995 Mass. App. Div. 146, 148; Victor Co. v. Chiozzi, 1994 Mass. App. Div. 240, 240-241.

If made, findings of fact will not be set aside unless clearly erroneous, giving due regard to the court’s opportunity to judge the credibility of the witnesses. Mass. R. Civ. R, Rule 52(c). Findings of fact are clearly erroneous if “unsupported by the trial evidence or tainted by error of law.” Macone, supra at 96, citing Starr v. Fordham, 420 Mass. 178, 186 (1995); Williams v. Resolution GGF OY, 417 Mass. 377, 381 (1994); Kendall v. Selvaggio, 413 Mass. 619, 620-621 (1992); Lundgren v. Gray, 41 Mass. App. Ct. 451, 456-457 (1996). We will not set aside or “review questions of fact found by the trial judge, where such findings are supported ‘on any reasonable view of the evidence, including all rational inferences of which it was susceptible.’ Bowers v. Hathaway, 337 Mass. 88, 89 (1958).” First Pa. Mtge. Trust v. Dorchester Sav. Bank, 395 Mass. 614, 624 (1985), quoting T.L. Edwards, Inc. v. Fields, 371 Mass. 895, 896 (1976). See also Celebrity Bldrs., Inc. v. Fernandes, 2005 Mass. App. Div. 166, 167.

Over the years, District Court judges have developed the practice of supplementing general findings with informal summaries of relevant facts and conclusions of law. See Stigum v. Skloff, 433 Mass. 1011 (2001) (‘The judge’s brief (two-page) memorandum of decision does not constitute findings of fact under Mass. R. Civ. R, Rule 52(c) ... from which the plaintiff may appeal. It is an informal summary of his reasons, a device commonly used in the District and Boston Municipal *17Court Departments for the benefit of the parties.”)-5 As stated above, an appeal of a court’s general finding is limited to its rulings of law.

In this case, the trial judge’s extensive four-page memorandum convinces us that he intended to, and in fact did, go beyond the scope of a general finding. Accordingly, we examine the evidence, as recorded and transcribed, Zucco’s Rule 8C (e) Statement of the Evidence,6 and the judge’s rulings of law to determine if his factual findings and legal reasoning were clearly erroneous. The trial judge’s decision will not be disturbed if it “con-taints] ‘as many of the subsidiary facts as are necessary to disclose to the reviewing court the steps by which the trial court reached its ultimate conclusion on each factual issue.’” Rapp v. Barry, 398 Mass. 1004 (1986), quoting Denofre v. Transportation Ins. Rating Bur., 532 F.2d 43, 45 (7th Cir. 1976). “Where evidence is conflicting, ultimate conclusions are insufficient because they lack ‘detail and exactness.’” Id. at 1005, quoting E.E.O.C. v. United Va. Bank/Seaboard Nat'l, 555 F.2d 403, 406 (4th Cir. 1977). The judge is not required to make extensive detailed findings, but must articulate the essential grounds of his decision. Draleau v. Crathern Eng’g Co., 1996 Mass. App. Div. 1, 2. See Commonwealth v. One 1969 Mercedes-Benz Automobile, 375 Mass. 663, 666 n.3 (1978) (remand unnecessary to remedy judge’s failure to make findings and rulings when all facts included in uncontradicted testimony of witness and because “the judgment imports a finding of every fact essential to support it, and we adhere to the principle that the implied findings will not be reversed unless plainly -wrong” [citations omitted]).

Zueco contends that the trial judge, having made findings of fact, was compelled to make specific findings on his two affirmative defenses and committed error by tailing to do so.

The record supports the trial judge’s conclusion that Zueco failed to prove the essential elements of duress7 and estoppel.8 The record also supports the trial *18judge’s finding that both parties were represented by attorneys who were deeply involved in negotiating the terms of the lease9 and that on July 23,2005, Zueco, freely and without coercion, executed a lease containing the following provision:

2. Term. The term of the Lease shall be for five (5) years commencing at the earlier of the completion of the Landlord’s Work (Attachment ‘A’) or the commencement of Tenant Construction (‘Commencement Date’). Due to the commencement of Tenant’s construction, the commencement date will be July 9,2005.

Accordingly, the Landlord was well within its rights to be paid rent when Zueco commenced construction in his rented space.

Moreover, the trial judge’s determination that any prelease understandings of the parties were superseded by the unambiguous terms of the lease was legally correct. Kidder v. Greenman, 283 Mass. 601, 609 (1933); Buker v. National Mgt. Corp., 16 Mass. App. Ct. 36, 42 (1983).

Judgment for the plaintiff is affirmed, and the defendant’s appeal is dismissed.

So ordered.