Brief Fact Summary.
Worcester Heritage Society (Society), private, non-profit organization dedicated to preserving historically significant buildings, sold a house to Trussell (Defendant). Under the contract, Trussell agreed to do a complete historic restoration to the house.
In the absence of fraud, nothing less than conduct that amounts to an abrogation of the contract, or that goes to the essence of it, or takes away its foundation, can be made a ground for rescission of it by the other party.View Full Point of Law
The Society required Trussell to demonstrate that he was financially able to do the restoration, prior to entering the contract. However, Trussell later lost his job and the restoration slowed.
The contract (signed in 1984) required the exterior to be completely restored in one year, failing which the Society could hire someone to do it at Trussell’s expense. The contract did not provide a deadline for the interior restoration to be complete.
When the trial took place in 1989, the exterior restoration was not complete, and the interior work was not started. The work needed was an estimated $100,000 more than contemplated when the contract was signed.
The Society sought rescission of the contract. The judge found the exterior work to be 65-75% complete, denied rescission and suggested that the Society could employ the remedy set forth in the contract, if dissatisfied.
Did the trial court properly refuse rescission of the contract?
Yes. Judgment affirmed.
· Trussell’s actions did not amount to a repudiation of the contract. Trussell intended to continue working on (and eventually complete) the restoration. Although the time fixed for completion in the contract was greatly exceeded, it was unrealistic from the start.
· There was not a total failure of consideration.
· Courts have traditionally applied discretion in awarding relief by way of rescission.
· The trial court properly took into account Trussell’s “sweat equity,” and also that the contract expressly contemplated the possibility of a delay in completion and afforded the Society the right to hire a contractor and chare all costs to Trussell.