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Court considers enforceability of settlement and title problems in Zamuda v. Damiandis

Judicial - Appeals Court Oral Arguments · December 9, 2025

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Summary

The court reviewed whether a circulated settlement framework constituted an enforceable settlement agreement tied to the transfer of special permits and whether title defects and lack of final signatures barred relief. Appellate counsel said the plaintiff sought damages under an enforceable contract; appellee counsel said the paper was a conditional 'agreement to make an agreement' and that lapsed permits and title defects made enforcement impracticable. The case was submitted for decision.

The panel heard argument in Charles Zamuda v. Paul Damiandis concerning two main issues: whether a purported settlement agreement that promised $100,000 in connection with assignment of special permits was enforceable, and whether the buyer (plaintiff on appeal) proved justifiable reliance and damages under the underlying purchase‑and‑sale agreement.

Philip Cohalan, arguing for the appellant as identified in the record, said the parties reached a final version of a settlement agreement and that the plaintiff sought damages (not injunctive relief), which the trial judge treated as moot. Cohalan told the panel the agreement supplied consideration tied to a later transfer of special permits and that, under Massachusetts law and the six‑year limitations rule, the plaintiff's damages claim remained timely.

Opposing counsel argued the circulated document was conditioned on a third party (referred to in argument as "Hansi") signing and that it amounted to an agreement to create an agreement rather than a finished contract transferring an interest in land. Appellee counsel stressed title defects, the quitsclaim form used in the P&S and the practical impossibility or impracticability of performance once the permits lapsed. The bench probed whether the trial judge's finding that the motion to enforce was moot required remand for factual clarification or whether the existing record sufficed for appellate resolution.

Counsel debated whether the parties had a "meeting of the minds," whether signatures or other finalizing acts were required to form an enforceable contract, and whether the buyer reasonably relied on representations about title absent a formal warranty deed. After argument and questioning, the panel submitted the case for decision; no ruling was announced from the bench.