Opinion
15-P-694
02-05-2016
CHARLESTOWN MARINA, LLC v. SUZANNE BRUNNER & others, trustees.
NOTICE: Summary decisions issued by the Appeals Court pursuant to its rule 1:28, as amended by 73 Mass. App. Ct. 1001 (2009), are primarily directed to the parties and, therefore, may not fully address the facts of the case or the panel's decisional rationale. Moreover, such decisions are not circulated to the entire court and, therefore, represent only the views of the panel that decided the case. A summary decision pursuant to rule 1:28 issued after February 25, 2008, may be cited for its persuasive value but, because of the limitations noted above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260 n.4 (2008).
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The plaintiff appeals from a Superior Court judgment dismissing its claims seeking enforcement of certain obligations set forth in the master deed of the Parris Landing Condominium Trust (trust). We agree with the motion judge that the plaintiff is without standing to assert its claims, and affirm the judgment.
"The basic principle governing the interpretation of deeds is that their meaning, derived from the presumed intent of the grantor, is to be ascertained from the words used in the written instrument, construed when necessary in the light of the attendant circumstances." Patterson v. Paul, 448 Mass. 658, 665 (2007), quoting from Sheftel v. Lebel, 44 Mass. App. Ct. 175, 179 (1998). The language used is the primary source for determination of the parties' intent, and where that language is clear and unambiguous the inquiry need go no further. See Ibid.
In the present case, the provision of the master deed setting forth the obligations the plaintiff seeks to enforce is contained in section 9(g) of the master deed. In addition to the provisions of section 9(g), section 9 of the master deed (captioned "Statement of Purposes; Restrictions on Use") generally sets forth a variety of provisions governing the use of units and common areas in the condominium, including a prohibition of use of units other than units 100 and 101 for nonresidential purposes (section 9[a]); prohibition of use of units in any manner that interferes unreasonably with the use and enjoyment of any other unit or common area (section 9[b]); regulating additions or alterations to, or leases of units (section 9[c[); regulating certain decorations visible from outside a unit (section 9[d]); and restrictions on resale of units (section 9[f]). Section 9 concludes with the following paragraph:
We note that the defendants dispute the plaintiff's assertion that the obligations set forth in paragraph 9(g) encompass the obligation to maintain the portion of the Harbor Walk running across the plaintiff's land; our conclusion that the plaintiff is without standing to enforce the obligation imposed by the master deed obviates any need for us to resolve the precise contours of the obligation.
"These restrictions and uses shall be for the benefit of and be binding upon all Unit Owners, shall be administered on behalf of the Unit Owners by the Condominium Trustees and shall be enforceable solely by the Trustees, insofar as permitted by law, and, insofar as permitted by law, shall be perpetual; and to that end may be extended at such time or times and in such manner as permitted or required by law for the continued enforceability thereof. No Unit Owner shall be liable for any breach of the provisions of this section except such as occur during his or her Unit Ownership."
As the motion judge observed, the language in the concluding paragraph of section 9 of the master deed expressly limits the class of beneficiaries of the provisions set forth in the various subsections of that section (the unit owners), and expressly designates the sole persons authorized to enforce them (the condominium trustees). Such express language determines the question of the plaintiff's standing adversely to it. See Cumis Ins. Soc., Inc. v. BJ's Wholesale Club, Inc., 455 Mass. 458, 464 (2009). See also Lakew v. Massachusetts Bay Transp. Authy., 65 Mass. App. Ct. 794, 798-799 & n.10 (2006).
The plaintiff's resort to the purchase and sale agreement between Building 42 Associates and Carlyle CQ Boston, L.P. (Carlyle), dated November 24, 2003, pursuant to which Carlyle acquired the property creating the trust and thereafter submitted the property to the provisions of G. L. c. 183A pursuant to the master deed, is unavailing. Put simply, the trust was not a party to that agreement, and the provisions of the agreement cannot be read to derogate from or otherwise to modify the express provisions of the master deed.
We express no view whether the plaintiff, or its predecessors, see note 1, supra, might be entitled to assert rights against Carlyle for breach of contract.
For the foregoing reasons, as further elaborated in the thorough memorandum of decision by the motion judge, the judgment is affirmed.
So ordered.
By the Court (Green, Grainger & Henry, JJ.),
The panelists are listed in order of seniority. --------
/s/
Clerk Entered: February 5, 2016.