Woburn Country Club, Inc. v. Woburn Golf & Ski Authority
Court: Massachusetts Appeals Court; December 19, 1985; Massachusetts; State Appellate Court
The city of Woburn and the Woburn Golf and Ski Authority successfully invalidated a three-year lease to the Woburn Country Club, forcing the club to vacate the premises on May 9, 1973. Following this, the authority claimed membership fees collected by the club in 1973, while the club sought compensation for personal property left behind, including furnishings and equipment. Both parties filed lawsuits, and a master determined the authority was owed $7,180 in membership fees, while the club was entitled to either $450 per month for fair rental value or $8,550 for fair market value of the property. A jury later awarded the club $200,372.95 for fair rental value and $20,000 for fair market value, while the authority received the membership fees.
Subsequently, the authority filed a motion for a new trial, arguing the jury's verdict was inconsistent with the law and evidence. A year later, the trial judge granted this motion, stating the verdict reflected a misunderstanding of the law. In October 1981, a different judge ruled that the master’s report did not support the club's claim for fair rental value, and the case proceeded to trial on a conversion theory, resulting in a jury verdict favoring the club for $10,700.
The club appealed, arguing that the first judge erred in granting the authority's motion for a new trial due to lack of specificity in the reasons stated. Citing precedent that requires specificity under Federal Rule of Civil Procedure 59(a), the club contended that if the judge's reasoning was not explicitly stated in the motion, it could be deemed as entered without proper jurisdiction under rule 59(d), which mandates such orders be issued within ten days of judgment. However, an amendment to rule 59(d) in 1966 allows a judge to grant a new trial for unspecified reasons after notifying parties and providing an opportunity to be heard, thus addressing the club's concern over specificity requirements.
The court possesses the authority to grant a new trial on grounds not explicitly stated or imperfectly stated, particularly if a party files a timely motion for a new trial. In this case, a motion was filed within the appropriate timeframe, enabling the court to act on its own beyond the typical ten-day limit post-judgment. The case Lapiczak v. Zaist is distinguished as the plaintiffs there did not file their motion on time. Massachusetts Rule of Civil Procedure 59(d) aligns with the federal rule that allows such actions, suggesting the club's chances of success on this point are minimal.
The authority's motion for a new trial included grounds that lacked specificity as per Mass. R.Civ. P. 7(b), except for the claim of an excessive verdict. This specific ground was acknowledged in United States v. 64.88 Acres of Land, reinforcing the inadequacy of the other stated grounds. The judge granted the motion partially based on the excessiveness of the verdict, though it remains unclear whether proper notice and hearing were provided as required by rule 59(d). However, the record indicates a hearing was held, and the parties were given time to submit memoranda afterward.
Additionally, the second judge correctly struck portions of the master's report that sought to award damages for the fair rental value of the club's personal property. The master found that when the city regained the real estate, an understanding was reached that the club would leave its personal property, anticipating a purchase by the authority. Complications arose during the sale process, leading to the authority's notification to the club that it would not purchase the remaining personal property. The club claimed fair rental value for the property only after five months following the authority's decision. Up until April 1974, the club retrieved personal property valued at over $9,000, with additional personal property remaining worth $8,550. The master assessed a fair rental value of $450 per month from May 1974, denying recovery for the period from May 1973 to April 1974, during which the authority took control.
No evidence was found indicating that the authority denied the club's right to reclaim its property or agreed to pay rent for its use. The master determined that the authority was a gratuitous bailee of the property for an indefinite term, with obligations to use the property as intended, exercise due care, and return it upon the club's demand. The club could have unilaterally terminated the bailment by requesting the return of the goods, but any alteration of the bailment terms required mutual agreement. There was no agreement obligating the authority to pay rent, and the club's demand for rent did not equate to a demand for the property's return. An ineffective demand does not terminate the bailee's right to use the property. Assuming otherwise would not create a rental obligation but could lead to a conversion claim, which would allow the club to recover the property’s fair market value at the time of conversion, plus interest. The master found no evidence of conversion or loss beyond the converted goods. At the second trial, the jury was instructed on conversion and awarded damages based on the fair market value of the goods at the time of conversion, plus interest. The club did not present evidence at the second trial that contradicted prior principles. Consequently, the judge's refusal to instruct the jury on fair rental value was not erroneous, and the judgment was affirmed. The single justice denied the club's request for a stay, though the authority agreed to honor club memberships and social commitments for 1973. The order stipulated that if the judgment invalidating the lease was reversed, the authority would account for funds received, minus reasonable operational expenses. The judgment was upheld in Woburn Golf, Ski Authy. v. Woburn Country Club, Inc. The judge ruled that the new trial motion applied only to the club's claim for furnishings and allowed the authority to execute its motion for membership fee recovery. The docket showed no new trial motion was filed for the latter case, but even if corrected due to clerical error, the second judge could modify the first judge's order. The rule regarding new trial motions for inadequate or excessive verdicts referenced state law rather than federal rules.
A new trial cannot be granted solely due to excessive damages until the prevailing party is offered a chance to remit the excessive amount. In this case, the judge inferred that the jury's verdict was excessively high, indicating a misunderstanding of the instructions. A slim verdict could suggest other jury defects or judicial errors. The jury was instructed to calculate fair rental value up to the date of conversion, which occurred when the authority prevented the club from retrieving its goods. The club could have calculated a rental value of approximately $48,745.60 over eleven months, while the master calculated $4,950. The jury's figure of $200,372.95 was deemed inexplicable, especially since the converted goods were valued at only $20,000. A finding indicated that all personal property left after May 10, 1973, was used by the authority with an understanding that the club expected payment for its use. However, this does not imply that the authority agreed to make such payments. The bailment situation could be seen as gratuitous since no consideration bound the club to leave the goods, or as mutual benefit due to a contemplated sale. This distinction is primarily relevant for determining the bailee's duty of care, which is heightened when the bailment benefits only the bailee. Typically, unless explicitly required, the bailee is not obligated to return the goods but must allow the bailor to retrieve them.
