Massachusetts Higher Education Assistance Corporation  et al. 
MassDevelopment/Saltonstall Building Redevelopment Corporation No. 132895
Date February 23, 2016
MEMORANDUM OF DECISION AND ORDER ON THE PARTIES'
CROSS MOTIONS FOR SUMMARY JUDGMENT
J. CURRAN, Associate Justice.
dispute concerns taxes, the other of life's great
certainties. Plaintiffs Massachusetts Higher Education
Assistance Corporation and Prince Lobel Tye, LLP claim they
overpaid their share of taxes assessed against the office
space they leased from the defendant,
MassDevelopment/Saltonstall Building Redevelopment
Corporation. While the contracts between the parties include
the tenants' responsibility to cover some taxes as
additional rent payments, the plaintiffs argue the defendants
unfairly went beyond the plain language of those agreements
in demanding more. They seek declaratory judgment on the
parties agree that no material facts remain in dispute and
have filed cross motions for summary judgment. After careful
consideration, the Court ALLOWS the plaintiffs' motion
and DENIES the defendant's.
following is taken from the summary judgment record, which
includes the parties' Statement of Undisputed Facts. See
Attorney Gen. v. Bailey, 386 Mass. 367, 370, 436
N.E.2d 139 (1982). Minor facts are reserved for later
discussion of specific issues.
times relevant to this case, MassDevelopment controlled
property at 100 Cambridge Street in Boston, by way of a
ground lease with the Commonwealth of Massachusetts. That
property included a 22-story office building, a parking
garage, retail space, and attached residential condominiums.
The plaintiff Mass. Higher Education has been renting space
on floors 15 through 20 of the office building since 2003,
and the plaintiff Prince Lobel became a tenant on the 21st
and 22nd floors, starting in September 2005. Each also rented
particular spaces in MassDevelopment's parking garage for
their exclusive use. Both tenancies were arranged under
written commercial leases negotiated by counsel on behalf of
the sections of each lease relevant to this case are
identical, the court refers only to the plaintiff Prince
Lobel's contract for the sake of efficiency. They are as
to Section 3.2.1, a tenant was to cover certain operating
expenses in addition to a base rental fee. One of these
additional rent obligations was compensating the landlord for
" Taxes " calculated proportional to the
tenant's rented space. Exhibit E.2 defines "
Taxes" as " all taxes . . . assessed or imposed
against the [p]remises or the property of which the
[p]remises are a part." Section 1.1 essentially defines
" [p]remises" as the floor space rented by each
tenant within the office building. Thus, Mass. Higher
Education's premises included floors 15 through 19, as
well as a portion of the 20th floor. Likewise, Prince
Lobel's premises consisted of part of floor 21 and all of
floor 22. The term " Property " is
specially defined in Section 1.1 to mean the real property of
100 Cambridge Street, as well as the office building, parking
garage, and retail space situated upon it.
2012, the City of Boston began to include the value of the
parking garage structure when appraising 100 Cambridge Street
for tax purposes. At that time, and in each subsequent fiscal
year, MassDevelopment demanded additional rent from the
plaintiff tenants to compensate for the increases in its
property tax payments. The plaintiffs made the payments under
protest and filed the complaint in December 2013, requesting
a declaratory judgment on their tax obligations under the
terms of their leases.
Commercial leases are contracts to be interpreted by the
Court as a matter of law. 275 Washington Street Corp. v.
Hudson River Int'l, LLC, 465 Mass. 16, 27, 987
N.E.2d 194 (2013); Bright Horizons Children's Ctrs.,
Inc. v. Sturtevant, Inc., 82 Mass.App.Ct. 482, 485, 975
N.E.2d 885 (2012). Where the language of a lease is
unambiguous, summary judgment as to its meaning is
appropriate. Seaco Ins. Co. v. Barbosa, 435 Mass.
772, 779, 761 N.E.2d 946 (2002). The parties'
disagreement over interpretation alone does not create such
an ambiguity, Lumbermens Mut. Cas. Co. v. Offices
Unltd., 419 Mass. 462, 466, 645 N.E.2d 1165 (1995), and
the Court does not otherwise find it here.
on the plain language of the two leases, the Court agrees
with the plaintiffs. It does not appear that the parties
intended for an increase in taxes on the parking garage to be
assessed against tenants as additional rent. The contracts
provide that tenants are responsible for increases in taxes
assessed against either their Premises or " property of
which [their] Premises are a part." An increase in taxes
on the actual floor space rented by the plaintiffs within the
office building is not at issue. Therefore, unless the
defendant's demand for additional rent involved an
increase in taxes assessed against " property of which
the Premises are a part, " it was improper.
and most logically, floors 15 through 22 are not structurally
part of the parking garage area. Instead, they are
part of the office building, which itself, along
with the parking garage, constitutes a large portion of
100 Cambridge Street. Along these lines, MassDevelopment
argues that the " property" invoked in Exhibit E.2
refers to the entirety of 100 Cambridge Street, particularly
the complex forming the office building, parking garage, and
retail space. This would tend to make sense, except for the
fact that both ...