Opinion
No. 12–P–1248.
2013-04-11
Stephen R. WEINER, trustee, v. SGI–MALDEN, LLC, & another.
By the Court (KATZMANN, MEADE & SULLIVAN, JJ.).
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
This is a dispute between the plaintiff Stephen R. Weiner, trustee of the Malway Realty Trust (landlord), and the defendants, SGI–Malden LLC and its principal, Nicholas Abraham (collectively, tenant) over how the landlord has calculated the tenant's share of the common area expenses of the landlord's commercial property (shopping center). On the parties' cross motions for summary judgment and partial summary judgment, the judge concluded that the landlord's interpretation of the relevant and unambiguous lease provisions regarding the calculation of the tenant's common area expenses was correct as a matter of law. The tenant has appealed; we affirm.
Following that ruling, the parties' motion for entry of a final judgment was allowed.
The tenant's essential argument is that because it and its customers have access to and use of only a portion of the shopping center's common areas, it can be assessed a pro rata share for only those limited portions of the shopping center's common areas to which it enjoys access and use. The relevant lease provision is art. 10. Article 10(a) defines the shopping center's common areas, and art. 10(b) generally describes the portion of the shopping center that the tenant and its customers may use. The tenant claims that because, under art. 10(b), it has the use of only certain limited portions of the shopping center's common areas, the lease must be interpreted to require payment only for the pro rata share of the common areas to which it has access. In other words, the tenant argues that art. 10(b) modified the definition of “common areas” set forth in art. 10(a), or that the two clauses create an ambiguity that should be resolved against the landlord. We disagree. The lease is not ambiguous simply because the parties each have an interpretation that favors their own position. See Suffolk Constr. Co. v. Lanco Scaffolding Co., 47 Mass.App.Ct. 726, 729, 716 N.E.2d 130 (1999). As the judge wrote:
“Simply stated, the limitation on where [the tenant's] customers and employees can park cannot reasonably [be] read to alter the straightforward definitions of ‘common area’ and ‘prorata share’ set out in paragraph 10(a), in exquisite detail. [The tenant] knew precisely how its additional rent would be calculated when it entered into the Lease.... [I]f [the tenant] wanted a further reduction in its prorata share of common area costs and expenses, because of the parking limitation, it could have negotiated, or attempted to negotiate that reduction. This is a commercial lease and the parties to it were free to enter into any manner of agreement regarding the economics of their deal. There is nothing inherent in the parking limitation that suggests that the plain meaning of the words of paragraph 10(a) ought not apply. In fact, the close proximity of the paragraphs and sentences that define the common areas, additional rent, [the tenant's] prorata share of costs and expenses, and the limitation concerning where [the tenant's] customers and employees could park, suggest that [the tenant] must have been aware that the parking field limitation played no part in the calculation of its prorata share of common area costs and expenses when it signed the lease, or, at least, that any reasonable business person would have been aware of that.”
Finally, as the judge properly determined, there is nothing unconscionable about the manner in which the common area costs and expenses are apportioned to the tenant. This is a component of the rent that two sophisticated business entities negotiated and agreed to. It would not be appropriate for a court to engage in an “equitable construction” of a commercial contract. Freelander v. G. & K. Realty Corp., 357 Mass. 512, 516, 258 N.E.2d 786 (1970).
Judgment affirmed.