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JNM Hospitality, Inc. v. McDaid

Appeals Court of Massachusetts, Norfolk

September 27, 2016

EDWIN McDAID & others [1], trustees. [2]

          Heard: January 19, 2016.

         Civil action commenced in the Superior Court Department on January 19, 2012.

         A motion for summary judgment was heard by Paul D. Wilson, J., and entry of separate and final judgment was ordered by him.

          William E. Gens for the plaintiff.

          Henry A. Goodman for the defendants.

          Present: Grainger, Rubin, & Milkey, JJ.

          GRAINGER, J.

         This is an appeal from the dismissal of a claim brought by the commercial tenant of a condominium unit owner against the condominium trustees. The plaintiff, JNM Hospitality, Inc. (JNM), appeals from the summary judgment in favor of the defendant trustees of The Village at Forge Pond Condominium Trust (collectively the trust) ordered by a judge of the Superior Court. JNM asserts that the trust's execution of a license agreement allowing employees of an abutting United States Postal Service (USPS) facility to use spaces in the vehicle parking lot of the condominium where JNM's restaurant was located constituted intentional interference in JNM's contract with its landlord. We disagree, and affirm the judgment.[3]


         For purposes of our consideration of the allowance of summary judgment, the facts are not in dispute. JNM operated a restaurant and bar on premises leased from Canton Viaduct, LLC, as assignee of the owner of two commercial units in The Village at Forge Pond Condominium, a mixed-use condominium complex in Canton. The trust is the condominium's governing entity. See G. L. c. 183A, §§ 8 (i), 10. At issue are the provisions of JNM's lease governing the ability to provide vehicle parking spaces to its customers.

         The lease provisions relating to the number and location of parking spaces are both unclear and, due to handwritten revisions, [4] difficult to decipher. The parties dedicate significant energy and many strained arguments to the meaning of lease provisions relating to this issue, with particular emphasis on so-called nonexclusive parking, i.e., spaces not reserved for any particular person or entity.

         For purposes of reviewing factual allegations in the motion for summary judgment we adopt, as the law requires, the nonmovant plaintiff's wording of the contract.[5] See Juliano v. Simpson, 461 Mass. 527, 529-530 (2012), quoting from Augat, Inc. v. Liberty Mut. Ins. Co., 410 Mass. 117, 120 (1991). Thus, we assume that the lease contemplated not only eleven parking spaces dedicated exclusively to JNM's customers, [6] but also JNM's right to allow its customers to park in other nonexclusive spaces, some sixty-six in number, available to visitors, owners, and residents of the condominium on a first-come, first-served basis.[7]

         We also accept JNM's assertion that the license agreement allowing USPS employees to use a maximum of fifteen[8] spaces in the condominium property's parking lot made available fifty-one rather than sixty-six nonexclusive spaces to JNM's customers.[9]Additional facts appear below as they pertain to the issues.


         A claim for intentional interference with contractual relations requires proof of four elements: (1) a contract between the plaintiff and a third party, (2) the defendant's purposeful inducement of the third party to breach the contract in whole or in part, (3) the interference must be not only intentional, but also improper in motive or means of accomplishment, and (4) resulting harm to the plaintiff. G.S. Enterprises, Inc. v. Falmouth Marine, Inc., 410 Mass. 262, 272 (1991), citing United Truck Leasing Corp. v. Geltman, 406 Mass. 811, 812-817 (1990) .

         1. Contract breach.

         The first element, the existence of a contract, is undisputed. On this record, however, JNM has not raised a genuine issue with respect to the second element, an induced breach of the lease or interference with the landlord's performance of its obligations.

         The lease contains no guarantee, or even an inference, that the nonexclusive spaces will be available at any particular time or in any specified number; viewed in the light most favorable to JNM, the lease allows restaurant customers to compete with other visitors, residents and unit owners for available nonexclusive spaces in the lot. The lease contains no provision that precludes another unit owner or the trust from providing similar access to nonexclusive spaces to other tenants, or to third parties.[10] The lack of a guarantee that these spaces, or any of them, will be available at a given time does not render potential access under the contract meaningless, but it most certainly defeats a claim of interference when other individuals use what the parties have agreed explicitly are "nonexclusive" spaces.[11] In this context it is notable that JNM's entire claim relies on an eight-word phrase, "[n]otwithstanding the common use of the parking facilities, " presented as a preamble to introduce the lease provision granting eleven spaces for the exclusive use of restaurant customers.

         JNM has conflated conduct by a stranger to the contract, conduct that JNM claims has frustrated its own unilateral expectation of possible use of a greater number of nonexclusive spaces than became available in the condominium parking lot, with conduct that "interfere[d] with the [other contracting] party's . . . performance." Harrison v. NetCentric Corp., 433 Mass. 465, 478 n.15 (2001), quoting from Restatement (Second) of Torts § 766 comment k, at 12 (1979). It is undisputed that the landlord itself (Canton Viaduct, LLC) engaged in neither an act nor an omission, and it is equally clear that the USPS license did not prevent the landlord from performing its contractual obligations.

         2. Remaining elements.

         As stated, the failure to raise a genuine issue with respect to the element of a breach is fatal to JNM's case. While it is therefore unnecessary to address the remaining elements, the record provides additional independent bases for the allowance of summary judgment.

         a. Improper means or motive.

         The record provides only two possible motives for the trust's license agreement with USPS: (1) containment of previous unauthorized use of the lot by USPS employees, and (2) generation of revenue for the condominium.[12]Neither of these satisfies the legal standard to establish an improper motive. See Pembroke Country Club, Inc. v. Regency Sav. Bank, F.S.B., 62 Mass.App.Ct. 34, 39 (2004). With respect to improper means, JNM's reliance on an alleged by-law violation, unaccompanied by any actual reprehensible conduct, presents no genuine dispute under our law, KACT, Inc. v. Rubin, 62 Mass.App.Ct. 689, 699-700 (2004), and merely trivializes the type of conduct that is intended to be actionable.

         b. Resulting harm.

         The record reveals undisputed use of the parking spaces by USPS employees for the previous decade, [13]rendering any harm to JNM from the license, which simply formalized an existing situation, at best "speculative or conjectural." Chemawa Country Golf, Inc. v. Wnuk, 9 Mass.App.Ct. 506, 510 (1980) .

         Judgment affirmed.[14]

          MILKEY, J. (concurring in part).

         I agree that JNM Hospitality, Inc. (the restaurant), cannot prevail on the intentional interference with contractual relations claim it brought against the trustees of The Village at Forge Pond Condominium Trust (the trust). However, I arrive at that conclusion by a narrower path.

         The special permit under which the condominium complex was built required that there be ninety-one parking spaces for the residents of the residential units and the customers and staff of the commercial units (one space per residential bedroom, plus one space per 250 square feet of commercial space). Pursuant to that formula, the commercial units occupied by the restaurant accounted for eleven of the mandated ninety-one parking spaces. Consistent with that figure, the owner of the two restaurant units claimed an entitlement to eleven parking spaces adjacent to its units, [1] and executed a lease purporting to give the restaurant exclusive use of those spaces. Those eleven spaces were then marked with signs designating them for the restaurant's exclusive use.[2]

         At least for purposes of this appeal, I accept the restaurant's position that the lease did not prohibit it from using spaces elsewhere in the parking lot if they were available. This is evidenced by the fact that the parties to the lease crossed out a draft provision that expressly would have limited the restaurant to using only its dedicated eleven spaces. However, although the lease does not appear to have prohibited the restaurant from making use of other available spaces, neither did it provide the restaurant any enforceable entitlement to such spaces. Indeed, had the landlord purported to give the restaurant an entitlement to more than its pro rata share, it would have been giving away parking rights that it did not possess. Under these circumstances, ...

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