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A state employee cannot transfer property to an independent third- party where: (1) the third party had a previously established contractual arrangement to transfer the property to a state agency; (2) the state agency had initiated the series of transfers solely as a way to circumvent the section 7 restrictions, and (3) all of the parties knew, in advance of the original transfer, that the property would be conveyed from the state employee to the third party to the state agency. The series of transactions was, in effect, a prohibited pass-through.
Early in 1988, alter a state agency received authorization to acquire certain property, the agency identified a parcel of land in the Commonwealth as a priority acquisition. property was previously proposed by its owners as a site for future development. Upon researching title to the property, the agency discovered that it was owned by a general partnership. You, a state employee, own a significant part of that
general partnership. Because of certain proscriptions contained in the conflict of interest law, the state agency realized that it might be prohibited from acquiring the property directly from the general partnership because of your ownership interest in that partnership. As a consequence, shortly before Thanksgiving 1988, the state agency contacted a private third-party in order to make other arrangements. The third-party is a tax-exempt, not-for-profit entity whose corporate purpose is to identify, acquire and ultimately transfer property that it believes is threatened by development. Its usual practice is to initiate transactions by first identifying property it seeks to acquire and then contacting a conservation minded entity (or governmental agency) in the hope of persuading that entity to acquire the property from it subsequent to the acquisition. Generally, the greater the risk that the entity will not acquire the property, the less likely that the third party will acquire the property in the first place. Since 1984, the third party and the state agency have completed a series of transactions whereby the third party has acquired property which was later re-conveyed to the state agency. In those previous transactions, ultimate acquisition by the state agency has taken approximately one and a half to two years.
According to the state agency's supervisory department, it is apparently standard practice in the commonwealth for a state agency and a third party to enter into a "memorandum of understanding" to set forth their agreement that the agency will purchase the property from the third party upon the acquisition of title by the third party. The third party and the state agency have stated that no such understanding, oral or written, exists in this matter. The state agency's supervisory department at first concluded that such an understanding did exist between the state agency and the third party. After conferring with state agency officials, however, the supervisory department confirmed to the Commission that no such formal agreement existed in this case. The supervisory department stated, however, that such an omission is a departure from standard practice. In the present matter, the third party had not previously identified the property as a potential acquisition. The state agency, however, shared with the third party its desire to acquire the property on a priority basis. Apparently, the agency did not, at first, reveal to the third party its reasons for not acquiring the property directly from the general partnership. Because the property was considered a state agency priority acquisition, the agency informed the third party that it would expedite the acquisition from the third party (approximately six months). The third party shared the agency's concern for the property and agreed to make arrangements to purchase it. Sometime in January 1989, state agency officials asked the third party to contact you for the purpose of beginning the transfer. Third party officials met with you two weeks later. The first time that this series of transactions was proposed to you, you expressed your concern that the transactions could violate s.7 of the conflict of interest law. The state agency thereupon contacted the State Ethics Commission for an opinion as the whether the series of transactions were permitted under G.L c. 768A. The Commission responded by informing the state agency that any such opinion request had to come from the subject person (i.e. yourself). Several weeks later, you contacted the Commission for such an opinion. Although the third party has expressed its belief that it would be free later to sell the property to any party after it acquires title, it told the Commission that it would not initiate Such an action barring extreme circumstances. Both the state agency and the third party have an understanding and an expectation that the state agency will acquire the property from the third party in the next few months once it acquires the property from you. A state agency official stated her belief that the third party would be surprised and "angered" by a reversal of the state agency's decision not to purchase the property from the third party. The third party, for its part, cannot contemplate any transferee except the state agency.
Does G.L. c 268A s.7 permit you to transfer your interest in the property to the third party under the circumstances described above?
No, for the reasons described below.
As a member of the General Court, you are a state employee for purposes of G.L. c. 268A. As a state employee, you are subject to the restrictions of G.L. c. 268A, s.7 which, with certain exceptions, prohibits a state employee from having a financial interest in a contract made by a state agency. Based upon the facts presented, we conclude that, were you to proceed with the sale of the land, you would be in violation of s.7
because you would be acting upon the financial interest you have in the contract between the State agency and the third party for the subsequent transfer of the property. In effect, the financial interest which the third party would have in its contract with the state agency would be attributable to you. In determining whether the financial interest of a transferee is attributable to a state employee, the Commission, to date, has examined both the divestiture and the subsequent relationship to ascertain whether the public employee can fairly be said to retain a financial interest in the transferee's contract. Buss, The Massachusetts Conflict of Interest Law: An Analysis, 45 B.U. Law Rev. 299, 375 (1965). Such attribution cases have arisen primarily in connection with spousal relationships. In resolving such cases, the Commission has looked at a number of factors to determine whether the spousal transferee is independent of the state employee, including, among other things, adequacy of consideration paid by the transferee liquidation of the state employee's interest and prior independent business experience of the transferee. See, EC-COI-83-123 (no attribution found where state employee transfer was based on arm's-length transaction and asset liquidation to spouse who had independent experience in the business); 89-9 (attribution found where: (1) no money passed hands in the transfer of the business to the spouse, (2) the state employee's initial investment was not liquidated, (3) the state employee continued to own the property transferred, and (4) the state employee continued to participate in the management and control of the business). Consideration of these factors is necessitated by the obvious fact that any purported transfer could easily be a contrivance to evade the reach of the conflict of interest laws. The same risk exists with respect to other third-party transferees, where the potential for abuse is less obvious but no less real. In general, a transferee would not be considered independent of a state employee where the former is, in effect, acting as a conduit for the latter pursuant to some contractual, agency/principal, or other established relationship. In the present case, the facts weigh heavily against finding that the transfer to the third party would be anything more than a pass-through or a conduit relationship prohibited by the broad scope of G.L. c. 268A, s.7. The state agency initiated the transactional structure as a way to avoid the application of s.7. The transaction is also not typical from both the state agency perspective and from the third party perspective. First, it is unusual because the third party admits that it typically initiates the land acquisition process by identifying the land it seeks to acquire and then contacting an agency that might be interested in ultimately acquiring the land. Second, it is unusual because the Commonwealth's standard practice is to enter into a written understanding prior to the original acquisition of title, which in this case would have been prohibited by G.L. c. 268A. Here, not only did the state agency initiate the transaction by contacting the third party and requesting that the third party acquire the property, but also, the normal agreement policy of the supervisory department was altered. While no written agreement may exist, however, there remains an expectation and an understanding among the parties regarding the timing, purpose and ultimate outcome of this transaction, and that understanding obtains the same result as if the formal written agreement had been entered into. The Commission finds that the actions of the third party and the state agency, whether intended or not, rise to the level of a contract for purposes of c. 268A. The Commission cannot ignore the circumstances surrounding the relationship between certain of the parties where the ultimate outcome of that relationship results in a violation of G.L. c. 268A. See, EC-COI-83-111. If the third party were an entity created solely for this transaction, there is no doubt that it would be considered a "straw" entity. A contract with this "straw" entity would violate s.7. The fact that the third party is an established entity does not affect the result where, as here, some of the parties have agreed in advance to accomplish a certain goal but have not formalized their relationship in writing, despite established practice, and execution of such agreement would result in a violation of G.L. c. 268A. This conclusion is consistent with an analogous finding made by the Supreme Judicial Court. In Perkins v. Hilton, 329 Mass. 291 (1952), a veteran (Hilton) entitled to benefits under the GI Bill of Rights had an understanding with his parents that he would take title to a house, execute a mortgage on it pursuant to the terms of his GI bill benefits and subsequently convey the house to his mother. This arrangement, which resulted in a trust relationship between Hilton and his mother, was constructed by them in order to secure the benefits of a GI loan (lower interest rates and a longer term). Hilton was entitled to receive these benefits but Hilton and his mother were both aware that his mother would not have been so entitled had she taken title in her own name. Subsequently, Hilton transferred the property to his mother while he was insolvent. The Court held that "it would be a strange
construction of the [serviceman's] act that would allow a non- veteran to secure its benefits by using a veteran as a mere "straw"... the intent to benefit and protect only veterans is plain throughout that act." Id. The Court could not "escape the conclusion that the trust for the mother's benefit was illegal and invalid" as it was devised to circumvent the law in an attempt to obtain special benefits for the mother of a veteran to which she was not otherwise entitled. This contrivance was, in effect, a fraud upon the serviceman's act and upon public policy. See, Id. The Court, therefore, refused to give effect to this type of straw arrangement. The Commission is not now articulating a rule that would prohibit transactions which involve independent third party transferees. Rather, the timing, purpose and ultimate transfer of the property indicate that the parties are, in reality, acting pursuant to an arrangement prohibited by the broad scope of the conflict of interest law and which is not permitted by any exemption. As in Perkins, nothing here would have prevented the arrangement between the third party and the state agency had the third party first acquired the property from you and then subsequently, even if immediately thereafter, entered into negotiations with the state agency. Accordingly, the proposed sale of the property is prohibited by s.7 unless some exemption is applicable. The only exemption available to you under s.7 would be a divestment of all but 10% of your interest in the general partnership. See G.L.c. 268A, s.7(c). However, any such liquidation of your investment in the general partnership must be based on its currently appraised value (as determined by an independent appraiser without reference to the state agency's or third party's interest in the property), not on a post-transfer valuation. Upon divestment of most of your interest in the general partnership there would be no attribution of the third party's financial interest back to you as a result of the transfer of the property because of the exemption in G.L. c. 268A, s.7(c).
 The third party involved here has informed the Commission that it is not its practice "to formalize land acquisition relationships with agencies until [it] owns or otherwise controls the property in question."
 These facts were supplied to the Commission by you, the third party, the state agency and by the supervisory department. Because of the number of interested parties in this matter and the complicated fact situation, this statement of facts was submitted by the Commission staff to each of the parties for comment and review as to its accuracy.
 Although the Commission has not yet articulated a comprehensive standard applicable to all third party transferee attribution cases, consideration of these factors, given the circumstances surrounding the initiation of this series of transactions, was warranted and critical to the Commission's conclusion in this case. See, e.g., EC-COI-83-111 (purpose and timing of transaction); Buss, p. 375 (consideration of likely interaction between state agency and state employee).
 For purposes of the conflict statute, a contract need not be in writing. See, EC-COI-85-79 (for purposes of c. 268A, the term "contract" refers "not only to a formal written document setting forth the terms of two or more parties' agreement, but also has a much more general sense. Basically, any type of agreement or arrangement between two or more parties under which each undertakes certain obligations in consideration of promises made by the other(s) constitutes a contract.") See also, Conley v. Ipswich, 352 Mass. 201 (1967). It is also of no consequence that the understanding in this case is for an interest in land because the Statute of Frauds prevents action of a contract but does not void the contract. ABC Auto Parts, Inc. v. Moran, 359 Mass. 327 (1971); Witherington v. Eldredge, Mass. 166 (1928). A contract for an interest in land is a contract for c. 268A purposes even if it is not in writing.
 Although such a trust relationship resulted in the Perkins case because Hilton had supplied no consideration, a trust will also result where, at the time the grantee contracts for property, he has an understanding with an ultimate transferee that payment of consideration will take place later in accordance with that understanding. See, Blodgett v. Hildreth, 103 Mass. 484(1870). The courts will look to the manner in which the transaction is subsequently treated by the parties to understand the true nature of the transaction. See, Kennedy v. Innis, 339 Mass. 195 (1959).
 The Commission, by its decision here, does not address the merits or goals of the series of transactions initiated by the state agency. The Commission's conclusion is, however, necessitated by the requirements and goals of c. 268A, among which is the avoidance of even the appearance of impropriety. Quinn v. State Ethics Commission, 401 Mass. 210 (1987).