By the Court (VUONO, CARHART & AGNES, JJ.).
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
Premier Capital, LLC (Premier) appeals from a judgment in favor of the plaintiffs Keven A. Halliday and Halliday & Sons, Inc. (Halliday) in an action brought by Halliday seeking a declaratory judgment that a debt in the amount of $100,000 owed by Halliday to Premier's predecessor in interest, Fifteenth RMA Partners, LP (RMA) had been settled in exchange for the payment of $25,000. We affirm.
Background. We summarize the trial judge's factual findings. On June 17, 1988, to secure a line of credit up to $100,000, Keven A. Halliday, a contractor, individually and as president of Halliday & Sons, Inc., executed and delivered a promissory note in that amount to Lincoln Trust Co. (Lincoln). Halliday eventually defaulted on the note and, in December of 1991, Lincoln obtained a default judgment against Halliday in Plymouth Superior Court where the original note was filed. After execution and numerous transactions by which the judgment and execution changed hands several times, the original promissory note was acquired on August 29, 1996, by RMA, a limited partnership which purchased portfolios of loans for collection. Halliday was notified that RMA had acquired the debt. Halliday and Lawrence Posner of RMA discussed settlement. Posner sent Halliday a letter containing a settlement offer pursuant to which RMA agreed to discharge the debt in full in exchange for $25,000. Halliday obtained a bank check in that amount and made timely payment. However, neither Halliday nor their counsel received any original or copy of the note, any copy of the 1991 judgment, any certificate of judgment satisfied, any original or alias execution or any other like document, or document of any kind marked “Paid in Full” pursuant to the terms of the settlement offer.
Another limited partnership, RMA Partners, LP (RMA Partners), apparently operated as a servicing agent for RMA and others, such that payments on notes, loans, and other assets owned by RMA were made to RMA Partners, and then distributed to the individual partnerships, including RMA. For present purposes, we treat them collectively as RMA, as the parties did below.
This was disputed below, but the judge found that Halliday paid in timely fashion and that RMA accepted payment. Those findings, as Premier acknowledges, are warranted by the evidence.
On January 12, 2001, RMA purported to enter into a bill of sale with Premier Capital, LLC (Premier), assigning certain assets to Premier, including the Halliday debt. In the spring of 2002, Premier contacted Halliday seeking to collect the full amount of $100,000. On December 12, 2005, Premier was substituted in the Plymouth County Superior Court action against Halliday and, on February 3, 2006, Premier moved for issuance of an alias execution in the amount of $403,526.82 in that action. Halliday contended that the debt had been settled but Premier disagreed and caused a sheriff's sale to be commenced against Halliday. Halliday obtained a preliminary injunction against the sale, and brought this action seeking to vacate the judgment and alias execution in Premier's name.
After a jury-waived trial, a judge of the Superior Court concluded that Halliday's debt was settled in exchange for $25,000 per the terms of RMA's promise in its offer of settlement and, therefore, the judgment had been satisfied. The judge also concluded that Halliday relied and acted upon RMA's settlement offer and that, notwithstanding a lack of consideration, payment of the debt “represents a substantial change in position made in reliance on ... RMA's promise.” As such, Premier was estopped from seeking to enforce the judgment against Halliday.
Discussion. a. Promissory estoppel. The issue is whether, under a theory of promissory estoppel, Premier was estopped from raising the lack of consideration in RMA's agreement to settle Halliday's existing debt for a portion of the amount owed so as to bar its collection of the full amount. Premier argues that it is not so estopped because the 1991 judgment against Halliday was a liquidated debt. In the circumstances of this case, we agree with the judge who, relying on Loranger Constr. Corp. v. E.F. Hauserman Co., 376 Mass. 757, 760 (1978), and Rhode Island Hosp. Trust Natl. Bank v. Varadian, 419 Mass. 841, 849–850 (1995), concluded an exception applies here due to Halliday's reliance. As the judge reasoned, RMA's promise induced Halliday to act, and there is no dispute that Halliday paid $25,000 to RMA in reliance on RMA's promise that the payment would settle the debt. Accordingly, the judgment is affirmed.
b. Attorney's fees. Halliday asserts that Premier's appeal is frivolous and therefore, Halliday is entitled to appellate attorney's fees, see Fronk v. Fowler, 456 Mass. 317, 336 (2010) and double costs under Mass.R.A.P. 25, as appearing in 376 Mass. 922 (1975). We agree. Thus, within fourteen days of the issuance of the rescript, Halliday may submit an application for fees and costs with supporting documentation in accordance with Fabre v. Walton, 441 Mass. 9, 10–11 (2004). Premier shall have fourteen days after the application is filed to respond.
So ordered.
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