Lynch v. Andrew, 481 N.E.2d 1381 (Mass. App. Ct. 1985). · Go Syfert
Lynch v. Andrew, 481 N.E.2d 1381 (Mass. App. Ct. 1985). Cases Citing This Book View Copy Cite
79 citation events (20 in the last 25 years) across 8 distinct courts.
Strongest positive: Thrive Operations, LLC v. Gecko Robotics, Inc. (masssuperct, 2026-03-25) · Strongest negative: Shapiro v. Grinspoon (massappct, 1989-07-21)
Treatment trajectory · 1985 → 2026 · click a year to view as-of
1985 2005 2026
Top citers, strongest first. 42 distinct citers. How cited ↗
discussed Cited "but see" Shapiro v. Grinspoon (2×) also: Cited as authority (rule)
Mass. App. Ct. · 1989 · signal: but see · confidence high
But see Lynch v. Andrew, 20 Mass. App. Ct. at 628 .
discussed Cited as authority (rule) Thrive Operations, LLC v. Gecko Robotics, Inc.
Mass. Super. Ct. · 2026 · confidence medium
Thus, a liquidated damages provision “will not be enforced if the sum is ‘grossly disproportionate to a reasonable estimate of actual damages’ made at the time of contract formation.” Kelly v. Marx, 428 Mass. 877, 880 (1999), quoting Lynch v. Andrew, 20 Mass. App. Ct. 623, 628 (1985).
cited Cited as authority (rule) CUMMINGS PROPERTIES, LLC v. DARRYL C. HINES.
Mass. App. Ct. · 2022 · confidence medium
Id. at 880 , quoting Lynch v. Andrew, 20 Mass. App. Ct. 623, 628 (1985).
cited Cited as authority (rule) Perroncello v. Donahue
Mass. · 2007 · confidence medium
Id. at 879 , citing Lynch v. Andrew, 20 Mass. App. Ct. 623, 627 (1985).
discussed Cited as authority (rule) Southworth Milton, Inc. v. Pytko Construction Corp.
Mass. Super. Ct. · 2006 · confidence medium
Generally, Massachusetts courts will enforce the validity of a liquidated ■ damages provision unless “the sum is ‘grossly disproportionate to a reasonable estimate of actual damages’ made at the time of contract formation.” Kelly v. Marx, 428 Mass. 877, 880 (1999), quoting Lynch v. Andrew, 20 Mass.App.Ct. 623, 628 (1985).
discussed Cited as authority (rule) TAL Financial Corp. v. CSC Consulting, Inc.
Mass. · 2006 · confidence medium
Conversely, “[liquidated damages will not be enforced if the sum is ‘grossly disproportionate to a reasonable estimate of actual damages’ made at the time of contract formation.” Id. at 880 , quoting Lynch v. Andrew, 20 Mass. App. Ct. 623, 628 (1985).
discussed Cited as authority (rule) Clean Harbors, Inc. v. John Hancock Life Insurance
Mass. App. Ct. · 2005 · confidence medium
“Liquidated damages will not be enforced if the sum is ‘grossly disproportionate to a reasonable estimate of actual damages’ made at the time of contract formation.” Kelly v. Marx, supra, quoting from Lynch v. Andrew, 20 Mass. App. Ct. 623, 628 (1985). 8 Relying on this standard, Clean Harbors devotes significant effort on appeal to the issue of how best to estimate John Hancock’s damages, if any, caused by prepayment of the notes.
discussed Cited as authority (rule) Cummings Properties, LLC v. National Communications Corp.
Mass. Dist. Ct., App. Div. · 2004 · confidence medium
Generally, “[i]t has been the rule in Massachusetts that contract provisions which clearly and reasonably establish liquidated damages should be enforced, if ‘not so disproportionate to the losses and expenses caused by the ... breach’ as to constitute a penalty.” Lynch v. Andrew, 20 Mass. App. Ct. 623, 627 (1985).
cited Cited as authority (rule) Howard v. Wee
Mass. App. Ct. · 2004 · confidence medium
See Kelly v. Marx, 428 Mass. 877, 880 (1999); Lynch v. Andrew, 20 Mass. App. Ct. 623, 627 (1985).
discussed Cited as authority (rule) Meier v. Pastuisaca (2×)
Mass. Dist. Ct., App. Div. · 2004 · confidence medium
Lynch v. Andrew, 20 Mass. App. Ct. 623, 626 (1985).
discussed Cited as authority (rule) Allen v. Kennedy
Mass. Dist. Ct., App. Div. · 2003 · confidence medium
As the court observed in Lynch v. Andrew, 20 Mass. App. Ct. 623, 626 (1985): “Unless otherwise qualified by express language, a financing condition clause presupposes that the buyers will accept commercially reasonable loan terms.
cited Cited as authority (rule) Duquette v. Burtch
Mass. Super. Ct. · 2003 · confidence medium
Lynch v. Andrew, 20 Mass.App.Ct. 623, 626 (1985).
discussed Cited as authority (rule) Mac-Gray Services, Inc. v. Bay Macy, LLC
Mass. Super. Ct. · 2000 · confidence medium
Our position is that ‘[w]here actual damages are difficult to ascertain and where the sum agreed upon by the parties at the time of the execution of the contract represents a reasonable estimate of the actual damages, such a contract will be enforced." [quoting A-Z Servicenter, Inc. v. Segall, 334 Mass. 672, 675 (1956)] Liquidated damages will not be enforced if the sum is “grossly disproportionate to a reasonable estimate of actual damages” made at the time of contract formation, [quoting Lynch v. Andrew, 20 Mass.App.Ct. 623, 628 (1985)] Kelly v. Marx, 428 Mass. 877, 880 (1999).
cited Cited as authority (rule) Carroll v. Barberry Homes, Inc.
Mass. Super. Ct. · 1999 · confidence medium
Kelly v. Marx, 428 Mass. 877, 879 (1999), quoting Lynch v. Andrew, 20 Mass.App.Ct. 623, 627 (1985).
discussed Cited as authority (rule) Altman v. Mesbahi
Mass. Dist. Ct., App. Div. · 1999 · confidence medium
As stated in Lynch v. Andrew, 20 Mass. App. Ct. 623, 626 (1985), “ [u] nless otherwise qualified by express language, a financing condition clause presupposes that the buyers will accept commercially reasonable loan terms.” To satisfy his obligation to use diligent efforts, the buyer must demonstrate “activity reasonably calculated to obtain the approval by action or expenditure not disproportionate in the circumstances.” Stabile v. McCarthy, 336 Mass. 339, 404 (1957).
discussed Cited as authority (rule) Kelly v. Marx
Mass. · 1999 · confidence medium
Liquidated damages clauses which provide for the seller of real estate to retain the buyer’s deposit are recognized in Massachusetts, see Lynch v. Andrew, 20 Mass. App. Ct. 623, 627 (1985), and, as both parties concede here and the Appeals Court concluded, they are a common real estate practice.
discussed Cited as authority (rule) Mervis v. Elm Street Realty Trust (2×) also: Cited "see, e.g."
Mass. Dist. Ct., App. Div. · 1999 · confidence medium
It is established that “[u]nless otherwise qualified by express language, a financing condition clause presupposes that the buyers will accept commercially reasonable loan terms.” Lynch v. Andrew, 20 Mass. App. Ct. 623, 626 (1985).
discussed Cited as authority (rule) Kelly v. Marx
Mass. App. Ct. · 1998 · confidence medium
We have here precisely the case envisioned by our court in an opinion strongly affirming the role of a liquidated damages provision as “a well established solution to the problems of expense and uncertainty in litigating the precise damages” caused by a breach of a real estate agreement, while, at the same time, acknowledging the possible exception to enforcement which might exist when “the house sold within days of the first buyer’s default, at about the same price, and without complicating factors which make the actual damages difficult to calculate with precision.” Lynch v. Andrew…
discussed Cited as authority (rule) Kulakowski v. Leavitt
Mass. Dist. Ct., App. Div. · 1996 · confidence medium
Whether the Kulakowskis acted “diligently” to obtain the requisite financing contemplated by paragraph 27 was a “factual question, the determination of which is entitled to the customary appellate deference.” Lynch v. Andrew, 20 Mass. App. Ct. 623, 625 (1985).
discussed Cited as authority (rule) Kelly v. Marx
Mass. Super. Ct. · 1995 · confidence medium
Although there is no indication of any actual damages to the Marxs, their retention of the Kellys’ $17,750.00 deposit is, nevertheless, neither unreasonable nor excessive under the circumstances of the breach, the overall value of the contract, and the customary nature of this 1ype of a deposit. 3 Compare, Lynch v. Andrew, 20 Mass.App.Ct. 623, 627-628 (1985), with Begelfer v. Najarian, 381 Mass. 177, 186 (1980) (invalidating a clause which doubled the interest rate charged on loan in default from 17% to 32%); Security Sctfety Corp. v. Kuznicki, 350 Mass. 157, 157-58 (1966) (holding a 33 1/3%…
discussed Cited as authority (rule) Quaranto v. DiCarlo
Mass. App. Ct. · 1995 · confidence medium
As to what constitutes a penalty, rather than damages, see A-Z Servicenter, Inc. v. Segall, 334 Mass. 672, 675 (1956); Lynch v. Andrew, 20 Mass. App. Ct. 623, 627-628 (1985); Restatement (Second) of Contracts § 356(1) and comment b (1981).
discussed Cited as authority (rule) Fleet Bank of Massachusetts, N.A. v. One-O-Six Realty, Inc. (2×)
Mass. Super. Ct. · 1995 · confidence medium
Colonial at Lynnfield, Inc. v. Sloan, 870 F.2d 761, 764 (1st Cir. 1991), citing Security Safety Corp. v. Kuznicki, 350 Mass. 157, 158 (1966); A-Z Service Center v. Segall, 334 Mass. 672, 675 (1956); Lynch v. Andrew, 20 Mass.App.Ct. 623, 627 (1985); Restatement (Second) of Contracts §356 (1981).
discussed Cited as authority (rule) Raphael v. Nagog Realty Corp.
Mass. Dist. Ct., App. Div. · 1994 · confidence medium
The general rule that a “financing condition clause presupposes that the buyers will accept commercially reasonable terms” applies only where a standard form contingency clause has not, unlike Para. 26, been “otherwise qualified by express language.” Lynch v. Andrews, 20 Mass. App. Ct. 623, 626 (1985).
cited Cited as authority (rule) Raynor v. Luckert
Mass. Dist. Ct., App. Div. · 1994 · confidence medium
Shrenko v. Regnante, 27 Mass. App. Ct. 282, 285 (1989); Lynch v. Andrew, 20 Mass. App. Ct. 623, 627-628 (1985).
cited Cited as authority (rule) Goodman v. Blum
Mass. Dist. Ct., App. Div. · 1993 · confidence medium
A “financing condition clause presupposes that the buyers will accept commercially reasonable terms.” Lynch v. Andrew, 20 Mass. App. Ct. 623, 626 (1985).
cited Cited as authority (rule) Cheng v. Cordell
Mass. Dist. Ct., App. Div. · 1990 · confidence medium
Lynch v. Andrew, 20 Mass. App. Ct. 623, 625 (1985).
discussed Cited as authority (rule) Lopes v. Piacentini
Mass. App. Ct. · 1990 · confidence medium
Cf. Stabile v. McCarthy, 336 Mass. 399, 406 (1957); Sechrest v. Safiol, 383 Mass. 568, 571-572 (1981); Lynch v. Andrew, 20 Mass. App. Ct. 623, 624-626, 627 (1985); Shapiro v. Grinspoon, 27 Mass. App. Ct. 596, 604 (1989).
cited Cited as authority (rule) Jigargian v. Ciciora
Mass. Dist. Ct., App. Div. · 1990 · confidence medium
We believe the plaintiff could not have prevailed on this issue even if properly saved by reason of the doctrine set out in Lynch v. Andrew, 20 Mass. App. Ct. 623, 627-628 (1985).
cited Cited as authority (rule) DeWolfe New England v. Tich
Mass. Dist. Ct., App. Div. · 1989 · confidence medium
Lynch v. Andrew, 20 Mass. App. Ct. 623, 625 (1985); Cardiffe v. Dalpe, 1982 Mass. App. Div. 43, 45 .
discussed Cited as authority (rule) Schrenko v. Regnante (2×) also: Cited "see"
Mass. App. Ct. · 1989 · confidence medium
See A-Z Servicenter, Inc. v. Segall, 334 Mass. 672, 675 (1956); Lynch v. Andrew, 20 Mass. App. Ct. 623, 627 (1985).
discussed Cited as authority (rule) Wersackas v. Dewitt (2×) also: Cited "see"
Mass. Dist. Ct., App. Div. · 1988 · confidence medium
P., Rule 52(a); Lynch v. Andrews, 20 Mass. App. Ct. 623, 625 (1985); C.
discussed Cited as authority (rule) McCarthy v. Mills
Mass. App. Ct. · 1988 · confidence medium
Cases like Stabile v. McCarthy, 336 Mass. at 402-404 , Sechrest v. Safiol, 383 Mass. at 571 , and Lynch v. Andrew, 20 Mass. App. Ct. 623, 626 (1985), require “to trigger a contingency in ... [a purchase] agreement” only affirmative “conduct reasonably calculated to fulfill the condition by action or expenditure proportionate to the circumstances.” Ibid.
discussed Cited as authority (rule) Murphy v. Unihab, Inc.
Mass. Dist. Ct., App. Div. · 1986 · confidence medium
Recognizing that provisions for liquidated damages constitute a “well-established solution to the problems of expense and uncertainty in litigating the precise damages in cases of this kind.. .[and that] the proper course is... not to undertake to be wiser than the parties,” Lynch v. Andrew, 20 Mass. App. Ct. 623, 627 (1985), Massachusetts courts are disinclined to hold such clauses unenforceable.
discussed Cited "see" NRT New England, Inc. v. Moncure
Mass. Super. Ct. · 2008 · signal: see · confidence high
Massachusetts recognizes “ [¡liquidated damage clauses that provide for the seller of real estate to retain the buyer’s deposit.” Barry v. Thayer, CA No. 03-0307, *6 (Feb. 16, 2006, Barnstable County) (White, J.); see Lynch v. Andrew, 20 Mass.App.Ct. 623, 627 (1985).
cited Cited "see" Wojtkun v. Dewolfe New England
Mass. Super. Ct. · 2000 · signal: see · confidence high
See Lynch v. Andrews, 20 Mass.App.Ct. 623, 627, fur. rev. den., 396 Mass. 1102 (1985).
discussed Cited "see" Lechmere, Inc. v. Sentry Protective Systems Corp.
Mass. Super. Ct. · 1995 · signal: see · confidence high
See Lynch v. Andrew, 20 Mass.App.Ct. 623, 627 (1985) (in considering whether to enforce liquidated damages provision, court noted which party had the “advantage in experience or sophistication”) .
cited Cited "see" Auclair v. Thomas
Mass. App. Ct. · 1995 · signal: see · confidence high
See Lynch v. Andrew, 20 Mass. App. Ct. 623, 627-628 (1985).
discussed Cited "see" Eng v. Aben
Mass. Dist. Ct., App. Div. · 1986 · signal: see · confidence high
See Lynch v. Andrews, 20 Mass. App. Ct. 623 (1985); and, as to the defendants’ readiness to perform it is instructive to note that “the law does not require a party to tender performance if the other party has shown that he cannot or will not perform,” Leigh v. Rule, 331 Mass. 664, 665 (1954), and,“the law does not insist on useless ceremonies.” For the reasons stated we find no error by the trial judge and order the Report DISMISSED.
cited Cited "see" Graves Equipment, Inc. v. M. DeMatteo Construction Co.
Mass. · 1986 · signal: see · confidence high
See Lynch v. Andrew, 20 Mass. App. Ct. 623, 627 (1985).
discussed Cited "see" American Mechanical Corp. v. Union MacHine Co. of Lynn, Inc.
Mass. App. Ct. · 1985 · signal: see · confidence high
See Lynch v. Andrew, 20 Mass. App. Ct. 623, 627-628 (1985). 3 American proved that it sustained a loss in the amount of $45,000, the difference between the contract price of $135,000 and the $90,000 received from the mortgagee bank’s sale of the real estate, machinery, and equipment.
discussed Cited "see, e.g." Edlow v. RBW, LLC
1st Cir. · 2012 · signal: see also · confidence low
Aug. 22, 2008) (“A deposit of ten percent on a real estate contract does not appear unreasonable on its face.”); see also Lynch v. Andrew, 20 Mass.App.Ct. 623 , 481 N.E.2d 1383 , 1386 (1985) (liquidated damages provision of purchase and sales agreement calling for retention of $25,400 deposit for failure to obtain $155,000 mortgage was not so unreasonable as to constitute an unenforceable penalty).
cited Cited "see, e.g." Churgin v. Hobbie
Mass. App. Ct. · 1995 · signal: compare · confidence medium
Compare Lynch v. Andrews, 20 Mass. App. Ct. 623, 627-628 (1985), with Schrenko v. Regnante, 27 Mass. App. Ct. 282, 285-287 (1989).
Retrieving the full opinion text from the archive…
John E. Lynch & Another vs. Stephanie Andrew
Massachusetts Appeals Court.
Aug 19, 1985.
481 N.E.2d 1381
Martin S. Cosgrove for the plaintiffs., Paul E. Troy for the defendant.
Kass, Cutter, Smith.
Cited by 54 opinions  |  Published
Kass, J.

At the behest of the buyers’ lawyer, a mortgage financing condition was added to a purchase and sale agreement prepared on a printed form published by the Greater Boston[*624] Real Estate Board. Claiming inability to secure mortgage financing, the buyers, the plaintiffs in this action, say they were excused from performance and demand recovery of the $25,400 deposit which they made under that agreement.

The text of the financing clause is as follows: “Buyer shall apply to a conventional bank or other mortgage loan institution for a loan of [$155,000] payable in not less than thirty . . . years at prevailing interest rates.

“If, despite Buyer’s diligent efforts, a commitment for such a loan is not obtained on or before April 26, 1982, the Buyer may terminate this Agreement by written notice to Seller or the brokers as agent for the Seller prior to the expiration of such time, whereupon all deposits made under this Agreement shall be [returned and this agreement shall be] void and without recourse to the parties hereto.”

On the deadline date, April 26, 1982, the buyers notified the seller that they were unable to secure financing and, therefore, exercised their rights of termination under the agreement. The seller thought the buyers’ effort to obtain mortgage financing had been less than diligent and refused to return the buyers’ $25,400 deposit, thus provoking this action. A judge of the Probate Court, sitting by statutory designation in the Superior Court, heard the case without a jury. The judge determined that the buyers’ efforts to secure financing lacked diligence, but that the liquidated damages clause in the purchase and sale agreement, which provided for retention by the seller of the entire deposit, was punitive. Actual damages, he found, were $8,400, and he reduced the amount which the seller could retain accordingly. Both sides have appealed from the resulting judgment.

1. Diligence of the buyers’ efforts to obtain financing. The judge found that the buyers’ efforts to obtain a mortgage loan consisted chiefly of inquiries about interest rates and lending options at various banks and the making of loan applications with two lenders, BayBank Middlesex and Old Stone Bank of Providence, Rhode Island. On the calculation that a loan from BayBank Middlesex was likely, the buyers withdrew the loan application to Old Stone to avoid a $275 application fee. As[*625] the deadline for obtaining a loan commitment grew nearer, the buyers flirted with a third lending source, but it looked as if consideration of the loan would take them past the date of decision and the buyers made no further loan application. Only one application, to BayBank Middlesex for a loan of $130,000, was perfected.

There was evidence that BayBank informed the buyers that it was ready to lend the $130,000 requested, if the buyers would show the bank where the rest of the purchase money (the balance was $98,600) was coming from. The buyers responded that proceeds of sale of a house they owned in Wellesley would provide the money above the mortgage. No agreement to sell that house had yet been made, however. To accommodate its customer, the bank offered a “bridge loan,” i.e., a loan for the balance figure which the borrowers would repay when they sold the house they already owned, and which the bank asked to secure with a mortgage on the buyers’ existing house and a property they owned in Chatham.

Those loan terms struck the buyers as “getting a little more complicated.” The bank offered a blanket mortgage but that, similarly, was not to the liking of the borrowers. On April 26th John Lynch called the loan officer he had been dealing with at the bank and told her he had “decided not to go through with the transaction,” and requested that she send him a rejection letter. She did so.

In deciding that the buyers had not made diligent efforts to obtain a mortgage loan, the judge thought that the buyers could reasonably refuse to encumber other of their properties but that making only one loan application unreasonably staked the game on a single roll of the dice. Whether the buyers acted diligently is a factual question, the determination of which is entitled to the customary appellate deference. Mass.R.Civ.P. 52(a), 365 Mass. 816 (1974). C.C.&T. Constr. Co. v. Coleman Bros., 8 Mass. App. Ct. 133, 135 (1979). What constitutes diligent effort presents a question of law. We affirm the judge’s conclusion that the buyers did not make diligent efforts to obtain mortgage financing, but do so on a different ground.

[*626] Unless otherwise qualified by express language, a financing condition clause presupposes that the buyers will accept commercially reasonable loan terms. Cf. Stabile v. McCarthy, 336 Mass. 399, 404 (1957), and Sechrest v. Safiol, 383 Mass. 568, 571 (1981), which require, to trigger a contingency in an agreement, conduct reasonably calculated to fulfill the condition by action or expenditure proportionate to the circumstances. See also Betnar v. Rose, 259 Ark. 820, 827 (1976); Manning v. Bleifus, 272 S.E.2d 821 (W. Va. 1980). If less is required, the condition becomes an option. It was reasonable for the bank to be concerned about, and make some provision for, the funds required above the mortgage. Compare Anaheim Co. v. Holcombe, 246 Or. 541, 545-547 (1967) (Nebraska corporation which sought to buy a $40,000 residence for its managing agent in Oregon did not exercise reasonable efforts under a financing contingency when its officers refused to sign a proffered loan agreement in their individual capacities, even though the corporation had been organized only a few months before, had not qualified to do business in Oregon, and had net assets only slightly in excess of $20,000). See generally Annot., Purchaser’s Efforts to Secure Financing, 78 A.L.R.3d 880 (1977 with 1984 supp.)

In the instant case, a single bridge loan involving property which the buyers soon intended to sell, in any event, would not have been unduly onerous. The standard of reasonableness is objective at least to the degree that it cannot be satisfied by the buyers with their flat statement that the various loan propositions made by the bank were “too complicated.” See Phillipe v. Thomas, 3 Conn. App. 471, 472-476 (1985) (in contract with mortgage contingency, court implies a promise to exert objectively reasonable efforts). Compare Fry v. George Elkins Co., 162 Cal. App. 2d 256, 260 (1958) (rejection of two percent prepayment penalty in loan terms from mortgage company, when lenders not requiring such terms had refused to make loan, did not constitute a good faith attempt to obtain financing). When buyers, through their actions, bring about a failure to satisfy a condition, they may not claim the benefit of that failure. See Sechrest v. Safiol, 383 Mass. at 570; Smith v. Evans, 620 S.W.2d 627, 628 (Tex. Civ. App. 1981).

[*627] 2. Liquidated damages. The option of the seller to retain the buyers’ deposit as liquidated damages (as an alternative to specific performance) is, as buyers’ counsel conceded, the common practice in Massachusetts conveyancing. See also Mendler, Massachusetts Conveyancer’s Handbook § 1:17 (3d ed. 1984). We are disinclined to tamper with a well established solution to the problems of expense and uncertainty in litigating the precise damages in cases of this kind. It is appropriate to recall the observation of Justice Holmes, that “so far as precedent permits the proper course is . . . not to undertake to be wiser than the parties.” Guerin v. Stacy, 175 Mass. 595, 597 (1900).

It has been the rule in Massachusetts that contract provisions which clearly and reasonably establish liquidated damages should be enforced, if “not so disproportionate to the losses and expenses caused by the defendant’s breach” as to constitute a penalty. Warner v. Wilkey, 2 Mass. App. Ct. 798, 799 (1974). Kaplan v. Gray, 215 Mass. 269, 270-273 (1913). There is nothing to suggest that the liquidated damages provision in this case was negotiated at other than an arm’s length basis between adequately represented parties. If there was any advantage in experience or sophistication, it was on the side of the buyers. See Manganaro Drywall, Inc. v. Penn-Simon Constr. Corp., 357 Mass. 653, 657 (1970).

Under paragraph 19 of the purchase and sale agreement, if the buyers defaulted, half of the deposit was to be paid to the broker, who was a party to the agreement. See Warner v. Wilkey, 2 Mass. App. Ct. at 799. Cf. Capezzuto v. John Hancock Mut. Life Ins. Co., 394 Mass. 399, 404 n.5 (1985). The funds left to the seller, therefore, are $12,700. When the seller managed to sell her property in October, 1982, she received $5,000 less for it than her price with the buyers in the instant case. She also claimed loss of the opportunity to purchase a house she had placed under agreement on the strength of her agreement with the plaintiffs. That house was larger, required less upkeep, and generally was a better investment than the house she bought the following autumn. The delay in the sale, the seller claimed, also cost her payments which her[*628] ex-husband had been prepared to make and put her to extra moving expenses.

This was not a case in which the house sold within days of the first buyer’s default, at about the same price, and without complicating factors which make the actual damages difficult to calculate with precision. It is not a case in which the liquidated damages provision is grossly disproportionate to a reasonable estimate of actual damages. Cf. A-Z Servicecenter, Inc. v. Segall, 334 Mass. 672, 675 (1956); Daley v. J.F. White Contr. Co., 347 Mass. 285, 288-289 (1964); Security Safety Corp. v. Kuznicki, 350 Mass. 157, 158 (1966). When losses are difficult to quantify, considerable deference is due the parties’ reasonable agreement as to liquidated damages. Kroeger v. Stop & Shop Cos., 13 Mass. App. Ct. 310, 322 (1982). See Kaplan v. Gray, 215 Mass. at 272.

The judgment is vacated and judgment shall be entered for the defendant.

So ordered.