Town Does Not Lose Right of First Refusal When Purchaser of Agricultural Land Changes its Mind

G.L. c. 61A encourages the preservation of agricultural land by providing a tax incentive for owners to keep the land in agricultural and horticultural use. In return, if the use is converted to other than agriculture or horticulture, the municipality must be notified of the intent to convert and given the right to purchase the land. In Watermark LLC v. R H Benea Cranberry Co., Inc., SJC-13843 (June 12, 2026), the purchaser of a cranberry bog informed the seller that it did not intend to keep the property in agricultural use. The seller notified the Town and asked it to waive its right of first refusal. The purchaser changed its mind, and the seller and purchaser notified the Town that it was withdrawing its notice of intent to convert. The Town refused the withdrawal and exercised its right to purchase by assigning the right to the local affordable housing trust.  

The purchaser sued the seller and the Town seeking specific performance and a declaration that the Town’s right to purchase was void. The affordable housing trust intervened. The trial court, on cross-motions for summary judgment, ruled for the defendants, finding that the delivery of the notice of intent triggered the Town’s right of first refusal, which “ripened into an irrevocable option precluding withdrawal of the notice.” The Appeals Court affirmed. 

The Court noted that the right to withdraw a notice of intent did not apply when the conversion was due to sale of the property to a buyer who did not intend to continue the agricultural use. The statute had been amended in 2006 in response to an Appeals Court case in which the court had ruled that an owner could not withdraw a notice of intent to convert outside of sale. While the legislature amended the law to allow withdrawal of a notice of intent in the case of conversion, it did not amend the statute to permit the withdrawal of a notice of intent in the case of a sale. The limited amendment left the prior ruling unchanged that receipt by a municipality of a notice of intent to sell rendered the municipality’s right to purchase irrevocable.