Terry Klein alerts us to Giuffrida vs. High Country Investor, a case in which a court will eventually decide whether the family of the founder of the Hilltop Steakhouse in Saugus gets to eat there for free for their rest of their lives.
Seems that when Frank Giuffrida sold the landmark eatery in 1988, the purchase-and-sale agreement set a high standard for treatment of Giuffrida, his wife and their two daughters:
"During all of their lifetimes shall at any and all times be entitled" to various privileges, at no cost to them, including unlimited meals and beverages at the restaurant and unlimited goods for personal consumption at the butcher shop, as well as "[t]reatment of the highest priority, courtesy and respect," including the ability to bypass any line in obtaining service.
This included training all employees to recognize family members so that they would not suffer the indignity of being forced to prove their identity.
Except they only sold the business, not the land or building. When High Country then bought the restaurant and then exercised an option to buy the land and building in 2004, the year after Frank died, the Giuffridas were assured their "privileges" would continue and were "etched in stone."
But while they were "etched in stone," they were not written on paper. And when relations between the two sides failed, High Country stopped giving the Giuffridas the run of the place. Of course, the Giuffridas sued (High Country in turn sued them).
The Massachusetts Appeals Court has just kicked the case back to Superior Court, saying that oral agreements need to be considered when deciding contract cases like this. Klein, who provides a copy of the decision, says it's something to chew on:
... Doesn't this case mean that the black and white of the deal documents can be negated by the spoken words of one of the principals? Isn't it usually the other way around?
There will be a predictable rush to limit this case to its facts, on one side of the bar, and an equally predictable rush to expand the scope of its holding, on the other. If it stands, the Giuffrida case and its implications will be briefed if not to death, then very close to it. With triple damages and attorneys' fees in the balance, you can count on that.
