STONEGATE GROUP MANAGEMENT, LLC v. TUCARD, LLC, & Others.

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule
23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,
as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties
and, therefore, may not fully address the facts of the case or the panel's
decisional rationale. Moreover, such decisions are not circulated to the entire
court and, therefore, represent only the views of the panel that decided the case.
A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,
2008, may be cited for its persuasive value but, because of the limitations noted
above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260
n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

25-P-441

STONEGATE GROUP MANAGEMENT, LLC

vs.

TUCARD, LLC, & others. 1

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

This appeal concerns a dispute over the defendants',

Tucard, LLC (Tucard), Joseph DiCarlo, Jr., and Frank Polak,

failure to transfer real property in Dracut to the plaintiff,

Stonegate Group Management, LLC. A Superior Court judge granted

partial summary judgment in favor of the plaintiff, awarding

specific performance and declaratory relief, and after a jury

trial on damages, a different Superior Court judge awarded the

plaintiff monetary relief for the defendants' violation of G. L.

1Joseph DiCarlo, Jr., and Frank Polak. Although a
defendant in the underlying action, Polak is not a party to this
appeal.
c. 93A, § 11. 2 The appealing defendants assert that the motion

judge erred by improperly determining that there was an

enforceable contract between the parties, and that the trial

judge erred in awarding c. 93A damages and attorney's fees. We

affirm.

Background. We summarize the material facts, all of which

are undisputed. Trustees of Boston Univ. v. Clough, Harbour &

Assocs. LLP, 495 Mass. 682, 683 (2025).

DiCarlo and Polak are equal members of Tucard, which owns

the property in Dracut. On September 23, 2020, the plaintiff

executed a formal offer to purchase the property for $8.5

million, which was signed by all the parties. The offer

identified the parties, described the property, and provided for

a closing within fifteen days of the end of the due diligence

period. The offer also contained the following language: "Each

of our obligations hereunder are made subject to the execution

of a purchase and sale agreement which shall be mutually

satisfactory to each of us. . . ."

Over the next few months, the parties exchanged several

drafts of a purchase and sale agreement (P&S), and the plaintiff

expended thousands of dollars performing due diligence.

Although the plaintiff learned that the defendants had not

2 Prior to the jury trial, Polak was dismissed from the
suit.

2
produced a lease for one of the property's tenants, the

plaintiff was still willing to purchase the property and sign

the P&S. On December 17, 2020, the plaintiff emailed Tucard an

executed copy of a revised P&S, agreeing to all the defendants'

prior suggested revisions. The defendants made no changes to

that P&S. Polak signed the P&S, but DiCarlo refused to sign.

The property was never transferred.

The plaintiff filed a verified complaint in the Superior

Court, seeking declaratory relief pursuant to G. L. c. 231, § 1,

and alleging breach of contract, breach of the covenant of good

faith and fair dealing, promissory estoppel, misrepresentation,

and violation of c. 93A. The plaintiff also requested an

endorsement of memorandum of lis pendens 3 and order for specific

performance. All claims relate to the defendants' failure to

transfer the property.

Discussion. Standards of review. We review the judges'

decisions on the motions for summary judgment and a directed

verdict de novo, assessing each while viewing the evidence in

the light most favorable to the nonmoving party. Donaldson v.

Farrakhan, 436 Mass. 94, 96 (2002). We also review other

questions of law de novo, see Robinhood Fin. LLC v. Secretary of

3 In an unpublished decision, a panel of this court vacated
the endorsement of the memorandum of lis pendens and dissolved
the lis pendens. See Stonegate Group Mgmt., LLC. v. Tucard,
LLC, 101 Mass. App. Ct. 1108 (2022).

3
the Commonwealth, 492 Mass. 696, 707 (2023), and review

decisions concerning attorney's fees for any abuse of

discretion, Blake v. Hometown Am. Communities, Inc., 486 Mass.

268, 284 (2020).

Summary judgment. The motion judge properly granted the

plaintiff partial summary judgment, and the defendants'

contentions that there was no binding agreement are unavailing.

When parties have agreed upon all the material terms in an offer

-- even where there is a provision that the offer was "[s]ubject

to a [purchase and sale] satisfactory to Buyer and Seller" --

the document is a binding agreement. See Ferguson v. Maxim, 96

Mass. App. Ct. 385, 391 (2019), quoting McCarthy v. Tobin, 429

Mass. 84, 85 (1999). Here, the offer accepted by the defendants

contained all necessary material terms -- it identified the

buyer and seller, the property to be conveyed, a purchase price,

a prospective date for the closing, and was supported by

consideration. McCarthy, supra at 88. The defendants have

failed to identify any material term not agreed to in the offer.

That the offer contained conditions and limited uncertainties

does not mean there was no contract. See Lafayette Place

Assocs. v. Boston Redev. Auth., 427 Mass. 509, 518 (1998), cert.

denied, 525 U.S. 1177 (1999).

As to the defendants' claim that the environmental liens

were material to the deal, there is no evidence in the record

4
that the defendants ever expressed concern about the

responsibility for the liens' discharge or ever suggested that

anyone other than the seller would have such responsibility.

The post-acceptance evidence relied on by the defendants as

proof that they never intended to be bound by the offer is

irrelevant; it is the intention of the parties at the time the

offer was executed which is binding, and reserving nonessential

terms for later does not preclude formation of a contract. See

McCarthy, 429 Mass. at 87. The motion judge's partial grant of

summary judgment for the plaintiff and denial of the defendants'

cross-motion for summary judgment were appropriate. 4

Directed verdict. The defendants assert that the trial

judge erred in denying their motion for a directed verdict on

the c. 93A claim, claiming here that "none of th[e] evidence

bespeaks misrepresentation by DiCarlo or a c. 93A violation

committed willfully or knowingly." At trial, however, the

defendants limited their motion to arguments that "[m]ere breach

of contract alone in the form of terminating negotiations is

insufficient to prove violation of c. 93A" and that the

plaintiff "cannot prove any resulting loss of money or

4 The defendants claim several errors deriving from the
summary judgment decision, regarding the denial of their motion
to reconsider and the ultimate award of attorney's fees,
injunction, and attachment. Since we conclude that summary
judgment was appropriate, see supra, there was no error in these
decisions.

5
property." The defendants' arguments raised here are thus

waived. See Bonofiglio v. Commercial Union Ins. Co., 411 Mass.

31, 34 (1991) (motion for directed verdict must state specific

grounds for motion). 5

Damages. The defendants assert that the plaintiff's award

of specific performance and damages was incorrect as a matter of

law, claiming that the two remedies are mutually exclusive. We

disagree.

Generally, a party aggrieved by a breach of contract is

entitled to either specific performance or an award of damages,

not both. See K.G.M. Custom Homes, Inc. v. Prosky, 468 Mass.

247, 256 (2014). See also Connihan v. Thompson, 111 Mass. 270,

271-272 (1873) (remedies of specific performance and damages for

breach are "alternative remedies, but not inconsistent" as both

affirm validity of contract; plaintiff may be required to elect

which he will further prosecute). At times, however, a monetary

award may accompany specific performance. Here, the trial judge

awarded damages pursuant to his finding that the defendant

violated c. 93A; we have held such damages proper when awarded

alongside specific performance to a party aggrieved by a breach

5 The defendants also assert that the trial judge erred in
refusing to adopt the jury's advisory findings on the c. 93A
claim. It was within the trial judge's discretion to reserve
this claim from the jury, and we find no error in his decision.
Linkage Corp. v. Trustees of Boston Univ., 425 Mass. 1, 22 n.31
(1997), cert. denied, 522 U.S. 1015 (1997).

6
of contract, and we likewise affirm them here. See Motsis v.

Ming's Supermkt., Inc., 96 Mass. App. Ct. 371, 379-381 (2019).

Amended judgment affirmed.

By the Court (Desmond,
D'Angelo & Smyth, JJ. 6),

Clerk

Entered: February 9, 2026.

6 The panelists are listed in order of seniority.

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