FRAMINGHAM – A school for students with autism and other disabilities is on hold, after a battle for ownership for the Nobscot property moves to court. While a purchase and sales agreement was signed in 2015 the school never was able to take ownership of the property.
In April 2016, Realizing Children’s Strengths (RSC) Learning Center applied with the Town of Framingham for permits to build a 52,000 square foot school on 7 acres of property off Edmands Road.
In June 2016, the Center, which would accommodate up to 96 students between the ages of 3-22. was unanimously approved for permits by the Framingham Planning Board. The Center filed a site plan review under the Dover amendment.
In December, blasting began on the property and other work to get the property ready for a school to be constructed, including cutting down numerous trees.
But work abruptly halted this spring.
The owners of the school said it is due to a battle for ownership of the property.
In May 2015, RCS entered into a purchase and sales agreement with the owners of the property at 874 Rear Edgell Road and 82 Edmands Road in Framingham, said attorney Thomas O. Moriarty, of Moriarty Troyer & Malloy, who represent RCS.
The property is owned by Northside, LLC, and managed by Ann Pratt.
The purchase and sales agreement was signed by the buyer RCS Learning Center (Denise Rizzo) and by the sellers Nobscot Realty Trust (Amelia Foley) and Northside LLC (Ann Pratt).
“Shortly thereafter, the parties modified the agreement in anticipation of closing on the properties as soon as was practically possible. While the agreement to purchase was pending, RCS and the property owners together authorized contractors to begin site preparation work,” said Moriarty. “RCS’s goal, with the participation of the owners, was to keep the project moving forward while final arrangements were being made for a closing on the agreed upon terms.”
“RCS entered into a written agreement with a site contractor to pay for $84,500 in site work,” said Moriarty. “After that work was completed, the site contractor performed additional work which RCS paid for as well.”
“In January of this year, after months of delays dealing with the owners of the property and still no closing, RCS instructed the site contractor to cease work,” said Moriarty.
RCS said it did not authorize any work after that date and is not responsible for any work done on the property after that date.
“Following RCS’s instruction to cease operations, the property owners thereafter either instructed, or at a minimum allowed, the site contractor to enter its property and continue site preparation work. Because RCS does not own the properties, it had no ability to prevent the site contractor from entering the property and performing work even after RCS had instructed them to stop,” said RSC’s attorney. “For months the owners continued to allow the site contractor access to the property and the site contractor continued work, presumably at the direction and behest of the property owners.”
“Then, in May of this year, after more than a year of accepting payments from RCS pursuant to the modified agreement for sale, the properties owners repudiated the purchase and sale agreement and inexplicably claimed the agreement had expired and demanded new terms in order to close,” said Moriarty.
“In response, RCS immediately filed suit in the Land Court seeking to enforce the terms of the modified P&S. The property owners have never agreed to close on the terms of the modified P&S to which they agreed, and pursuant to which they accepted payment from RCS of more than $750,000,” said Moriarty.
There are three lawsuits in regards to the property where RSC wants to construct its school.
“There have been no major developments in any of the cases and none should be expected at such an early stage. The matters may take an extended period of time to resolve,” said Moriarty to Framingham Source.
“RCS is the plaintiff in the Land Court case and is choosing to compel the owners of the subject properties to convey the land. If the Land Court does not to compel the sale, for whatever reason, it is within RCS’s ability to demand the return all of the payments it has made to date. Recall that all the construction that took place on the property was authorized by the owners of the land and it is the owners of the land who benefit from and should be ultimately held responsible for the costs associated with the improvements, if any, that enhance the value of their land in the event RCS does not take title to the land. At this stage, RCS is not willing to pay for additional improvements to the owners’ land when those very owners have repudiated the terms of their purchase and sale agreement with RCS. As far as the Maine Drilling case, RCS has never had a contract with Maine Drilling and RCS has already paid Riverview more than the amount being sought by Maine Drilling in its case, however Riverview has not, in turn, paid Maine Drilling for the work it claims to have performed,” said Moriarty.
On June 14, 2017, RCS’s attorney filed a suit in Middlesex County land court against Northside LLC, Ann Pratt, a trustee of Nobscot Realty Trust, Robert E. Foley of Waltham, and Luke R. Foley of Framingham, who is the owner of Bourbon’s in town.
According to court documents, on May 6, 2015, RCS, the Trusts and the sellers entered into a purchase and sales agreement for the land for $2.5 million, with a deposit of $25,000.
According to the suit, “at all times Foley acted as agent for the sellers.”
According to the court filing, “sometime after May 6 but before May 12, Foley and Louis Ranieri, who is CEO and treasurer of the Learning Center,spoke on the phone and that the purchase and sales agreement would be modified and that a deposit of $600,000 would be required, with $400,000 at closing.”
On May 12, 2015, RCS paid $125,000 to Foley.
As of August 18, 2015, $185,000 had been paid of the $600,000 deposit by RCS.
In the court filing, shortly before December 2015, Foley requested RCS pay $350,000 to discharge n outstanding mortgage on the Edmands Road property, because the lender was going to foreclose.
RCS made the payment, but noted that that payment would then be in excess of the agreed $600,000.
On Dec. 15 and Dec. 30, 2015, according to cancelled checks and court documents RCS sent payments of $150,000 an $200,000 on Foley’s request to and payable to Edmunds Myers, an attorney.
On Feb. 5, 2016, the Registry of Deeds showed that a mortgage from Northside LLC to Greenleaf Mortgage & Loan LLC in the amount of $350,000 was discharged.
Unknown to RCS, on January 22, 2016, a new mortgage of $400,000 to Transfer Financial LLC was recorded on the same property.
In March 2016, RCS requested a meeting with Foley.
According to court documents, before May 11, 2016, Foley requested RCS make a loan to his son Luke Foley for $15,000.
According to RCS, on May 11, 2015, “in order to buoy the deal and maintain a positive relationship with the sellers” Learning Center RCS delivered a check to Luke Foley for $15,000, with the understanding it was a “loan.”
Shortly before July 12, 2016, according to the suit paperwork, Foley requested two loans – $29,000 for himself and $6,000 for his on Luke. Checks in the court filings showed RCS made the loans to the two Foleys.
Shortly before August 24, 2016, again based on a cancelled check in the court filing, RCS made another payment to Luke Foley for $88,000.
In total, 3 loans to Luke foley totalling almost $125,000.
After August 24, 2016, Foley and the RCS met, and according to the suit, agreed to treat all payments made by RCS to either Foley as advances against the cash payment which would have been due between RCS and the sellers of the property.
Late in November/December of 2016, Foley met with RCS and said the sellers could not pay the $250,000 to discharge the New First Mortgage. RCS was asked to pay the mortgage and it would be applied to the payment due at closing as part of the modified purchase and sales agreement, according to the lawsuit.
The original purchase and sales agreement required the closing date to be no later than May 20, 2016.
On May 20, 2017, RCS received a letter from the seller’s attorney Meyers that said that the original purchase and sales agreement had expired and that the sellers wanted to negotiate a new purchase and sales agreement, according to RCS.
Work on the site was done by Riverview Construction, whom according to the lawsuit filed by RCS, Foley suggested RCS use them for the project.
Riverview has invoiced RCS for almost $950,000 worth of work, including blasting work done by Maine Blasting & Drilling.
RCS said it has paid $440,000 to Riverview.
Riverview has not been paid completely for its work, and they have filed a lawsuit.
Maine Blasting & Drilling as of June 2017 has not been paid for any work by Riverview. Thus its lawsuit.
RCS is demanding in its suit that Robert and Luke Foley re-pay money to RCS.
“The property at 82 Edmands St. is currently owned by Northside, LLC (Manager, Ann Pratt). It was understood that RCS was the prospective buyer of the property subject to a purchase and sale agreement that was contingent upon permitting of the site for a school. This is a common contingency. The Planning Board approved permits for the site on June 2, 2016 and the decision was filed at the Registry of Deeds on August 18, 2016. RCS thereupon retained a design engineer and contractor and began work on preparing the site, including substantial blasting and leveling throughout the winter off 2017, seemingly without having closed the transaction to
purchase the property with the owner. It is unknown why the owner would have allowed this happen,” said Framingham Town Manager Bob Halpin in a memo to Framingham Selectmen.
On July 10, the Framingham Planning Board sent a letter to the attorney of the owner of the property requesting an explanation of the cessation of construction. There has been no response as of Friday, August 11.
There have been rumors all summer that RCS is bankrupt and does not have the funds to complete the project, but Moriarty said that is not true.
“It is simply not true. My understanding is that the rumor started because Riverview made the allegation in one of its filings. Riverview has no access to or other familiarity with RCS’s financial condition. It was a bald, unsupported allegation. RCS continues to be a financially stable organization. RCS continues to meet all of its financial obligations and, to my understanding, it will continue to do so for the foreseeable,” said Moriarty.
Asked if RSC will look at another site in Framingham to construct its Center, Morairty said “RCS has designed a beautiful state of the art building specifically for this site that will change the lives of students with autism. RCS’s commitment remains to its students and families to construct the facility that it has envisioned. RCS also takes very seriously the impact of this project on the neighbors of Nobscot. It remain thankful to the neighbors of Nobscot and to the City of Framingham for their support. While the Land Court may ultimately have to decide, it is RCS’s intention to go forward with the project as contemplated at this location.”
“While it is theoretically possible to sell the property with the current permits, they are unlikely to be of value unless the new purchaser was prepared to building exactly the same site plan and building envelope as RCS, and either complied with the zoning by-law or was itself qualified to do so under the Dover Amendment,” wrote Halpin to Selectmen.
“Town Counsel continues to try to research and make sense of the actions of the three parties. For the time being the future of this property is unclear,” said Halpin.