## Facts

- John E. Leggat qualified as executor of L. Francis F. Knowles’s estate, with authority under the will to sell real property.
- Leggat and Peter Onanian executed a written purchase-and-sale agreement for estate real property at a price of $32,500, with conveyance on or before January 1, 1971.
- The agreement stated that the conveyance was “subject to and contingent upon” issuance of a Probate Court license to sell.
- Leggat petitioned the Probate Court for a license to sell, representing that an advantageous $32,500 offer had been made and seeking authority to sell in accordance with that offer or for a larger sum.
- The Probate Court issued a license authorizing a private sale in accordance with the offer or for a larger sum, or a public auction if the executor chose.
- After receiving a higher offer, Leggat notified Onanian that the property would be sold to the highest bidder at a sale held on January 4, 1971.
- Onanian attended and bid $35,155 to obtain the property, then brought an equity action seeking specific performance or monetary relief.
- The Superior Court awarded Onanian money damages, with interest, in lieu of specific performance, measured as the difference between $35,155 and the $32,500 contract price.
- Leggat appealed, disputing that he remained bound by the contract and disputing his personal liability.

## Issues

1. Whether the executor’s fiduciary duty to obtain the best price for the estate, together with a Probate Court license permitting sale “for a larger sum,” excused performance of the earlier purchase-and-sale agreement.
2. Whether the executor was personally liable in damages for breach of the purchase-and-sale agreement.

## Decision

- The Appeals Court affirmed the decree awarding Onanian damages with interest.
- The court held that issuance of the Probate Court license satisfied the contract’s stated contingency, making the agreement enforceable according to its terms.
- The court held that the executor’s later receipt of a higher offer, and the license’s authorization to sell for a larger sum or at auction, did not nullify the existing contract or excuse breach.
- The court held that Leggat was personally liable for breach because he undertook contractual obligations without effectively limiting liability to his representative capacity.
- The court approved monetary relief in lieu of specific performance because Onanian had already acquired title by bidding at the later sale; damages were the amount Onanian was compelled to pay above the contract price.

## Legal Principles

- A contract to sell estate property conditioned on issuance of a Probate Court license becomes enforceable once the license issues, absent additional contractual terms altering the parties’ obligations.
- An executor’s fiduciary obligations to beneficiaries do not, by themselves, relieve the executor from contractual obligations voluntarily assumed with third parties.
- A Probate Court license authorizing sale “for a larger sum” grants authority to sell but does not rescind or modify a separate binding purchase-and-sale agreement formed in reliance on obtaining the license.
- An executor may be personally liable on a contract if the agreement and manner of execution do not limit liability to the executor’s representative capacity.
- When a buyer obtains the property but pays more due to the seller’s breach, damages may be awarded to place the buyer in the economic position the contract contemplated, including the difference between the contract price and the higher amount paid, plus interest.

## Conclusion

The court held that once the Probate Court license issued, the executor remained bound to the agreed sale price; a later higher offer and the license’s permissive language did not excuse breach. Because the executor did not limit his contractual undertaking to his fiduciary capacity, he was personally liable for damages equal to the buyer’s added cost, with interest.


Onanian v. Leggat, 2 Mass. App. Ct. 623, 317 N.E.2d 823 (Mass. App. Ct. 1974)