Mass. Appeals Court hears dispute over whether offer to purchase created binding contract in 5 Middle Street sale

The Massachusetts Appeals Court on Zoom heard oral argument in case number 2453460, 5 Middle Street LLC v. Robert Alexander, a dispute over whether a standardized offer to purchase created a binding contract and whether the Superior Court erred in granting summary judgment and ordering the sale of a three‑family residence.

Appellant Robert Alexander, through attorney Matthew Lamoth, told the panel the offer to purchase contained multiple defects and post‑signing communications that under Massachusetts precedent demonstrate the parties did not intend to be bound. "The issue before the court . . . is whether considering the facts and precedent and standards for summary judgment and specific performance, the lower court erred," Lamoth said, arguing for remand for additional discovery and that genuine issues of material fact remain.

Lamoth emphasized several facts he said weigh against treating the form as a binding contract: the seller repeatedly refused to sell before the purported offer; a buyer entity (65 Middle Street LLC) did not exist until after the parties' exchange; the form contained handwritten changes, crossed‑out terms and missing seller initials; the stated…