Worcester Heritage Soc., Inc. v. Trussell – Case Brief
Worcester Heritage Soc., Inc. v. Trussell, 31 Mass. App. Ct. 343, 577 N.E.2d 1009 (Mass. App. Ct. 1991).
Facts: The Worcester Heritage Society (P) sold a house to Trussell (D) for $20,100 the agreement that Trussel would abide by historic preservation restrictions and perform a complete restoration. The exterior portion was to be completed within one year and if Trussel failed to meet the deadline, Worcester had the option to complete the exterior restoration at Trussel’s expense.
D’s employment was terminated and the work proceeded slowly. P sued for rescission of the contract on the grounds that the restoration had not been completed. D claimed that there had been slow but steady progress due to a shortage of funds. At trial the judge refused to grant rescission (the only remedy P sought) on the grounds that the exterior was 65%-75% complete.
Issue: What is necessary in order for rescission to be available as a remedy for breach of contract?
Holding and Rule: The remedy of rescission for a breach of contract requires that the nonperformance be so material that it goes to the essence of the contract.
The court held that in this case D intended to perform and that the time fixed for restoration of the exterior may not have been realistic. There had not been a total failure of consideration. D had paid the purchase price and invested additional funds and labor toward the restoration. The judge at trial had been entitled to take into account the sweat equity that D had invested.
Disposition: Affirmed.