## Facts

- A nonprofit preservation organization sold a severely deteriorated, fire-damaged, vacant Worcester house to Frederick E. Trussell for $20,100, conditioned on historic-preservation restrictions and a “complete historic restoration.”
- The agreement required exterior restoration to be completed within one year; if not, the seller could hire workers to finish the exterior at Trussell’s expense. No time limit was set for interior work.
- The contract did not require the house to be publicly accessible or occupied.
- Before conveyance, Trussell provided evidence of financial ability to pay the purchase price plus an estimated $45,000 restoration cost.
- Work proceeded slower than expected; about 18 months after the transfer Trussell lost his job, further slowing progress.
- The seller sued in 1986 seeking rescission and reconveyance; the parties later stipulated to delay enforcement for an additional period.
- At a 1989 trial, the seller presented evidence the exterior remained incomplete, including missing sash on one or two rear windows and a porch supported on jacks.
- Trussell testified he had completed substantial work, including scraping much of the exterior to bare wood, replacing many clapboards and sash, priming the entire house, finish-coating a majority of it, making roof repairs, and gutting most interior plaster and removing debris, but he acknowledged no interior restoration had been performed.
- Trussell estimated the remaining work would cost about $100,000, far exceeding the original estimate.
- The Housing Court judge found the exterior restoration about 65–75% complete, denied rescission (the only relief requested), and indicated the seller could use the contract’s self-help exterior-completion remedy.

## Issues

1. Whether delayed and incomplete performance of a historic-restoration obligation justified rescission and reconveyance, or instead left the seller to damages and the contract’s self-help remedy absent failure of consideration or repudiation.
2. Whether the Housing Court had jurisdiction over a nonprofit seller’s action seeking rescission and reconveyance based on breach of a restoration contract for a dwelling.

## Decision

- The Appeals Court affirmed the judgment denying rescission.
- The court held that the buyer’s delay did not constitute either a failure of consideration or a repudiation/anticipatory breach.
- The seller was left to damages and to the self-help remedy expressly provided in the contract for incomplete exterior work.
- The court held the Housing Court had jurisdiction over the action seeking rescission and reconveyance involving obligations tied to the condition of a dwelling.

## Legal Principles

- Rescission is an equitable remedy committed to judicial discretion and is generally inappropriate absent grounds such as total failure of consideration or repudiation.
- Substantial but incomplete and delayed performance may defeat a claim of failure of consideration; partial performance and labor expended may be considered in evaluating equitable relief and avoiding forfeiture.
- Delay alone does not establish repudiation; repudiation requires conduct showing an intent not to perform, rather than slowed but continuing performance.
- When a contract allocates remedial consequences for noncompletion (including a self-help completion-at-breacher’s-expense clause), courts may require the aggrieved party to pursue those contractual remedies rather than impose rescission absent extraordinary circumstances.
- The Housing Court’s statutory jurisdiction extends to disputes concerning a dwelling and obligations affecting its condition, including claims framed in contract and equitable terms.

## Conclusion

The court refused to unwind the sale because the buyer’s delayed, partial restoration work was substantial and did not amount to repudiation or total failure of consideration; given the contract’s specific self-help remedy for exterior delay, rescission and reconveyance were unwarranted, and the Housing Court properly exercised jurisdiction.


Worcester Heritage Soc'y, Inc. v. Trussell, 31 Mass. App. Ct. 343, 577 N.E.2d 1009 (1991)