December 27, 2017
and Order Regarding Plaintiffâs Motion for Partial Summary
Judgment (Docket No. 29.0); Defendantâs Motion for Partial
Judgment on the Pleadings (Docket No. 27.0); Defendantâs
Motion for Summary Judgment (Docket No. 30.0); and
Defendantâs Motion to Strike (Docket No. 30.4)
A. Davis, J.
an action in which plaintiff Potoroo, LLC ("
Plaintiff") seeks to collect a final judgment entered
against non-party Geneva Furniture IV, LLC ("
Geneva") in June 2015 from defendant Emadeddin Muntasser
(" Mr. Muntasser" or " Defendant")
pursuant to a written guaranty that Mr. Muntasser executed in
May 2006 (the " Guaranty"). The material facts
are largely undisputed. Mr. Muntasser is (or was) Genevaâs
founder and principal. He signed the Guaranty in conjunction
with Genevaâs execution of a commercial lease (the "
Lease"), whereby Geneva agreed to rent certain real
property in Stoughton, Massachusetts (the "
Premises") from Plaintiffâs predecessors-in-interest
(collectively, the " Landlord") for use as a retail
furniture store. The Lease, which also was executed in
May 2006, had a ten-year term. In signing the Guaranty, Mr.
Muntasser agreed to " absolutely and unconditionally
guarantee" all of Genevaâs various obligations to the
Landlord under the Lease, including Genevaâs obligation to
pay rent and other charges associated with its occupation and
use of the Premises.
proved to be less than an ideal tenant and frequently fell
behind in its rent payments to the Landlord. After several
legal skirmishes, the Landlord filed a summary process
eviction action against Geneva in Stoughton District Court in
early 2009 (the " Stoughton Action"). The Stoughton
Action eventually was resolved by way of a settlement that
the parties memorialized in a written " Agreement,
" dated February 12, 2009 (the " Settlement
Agreement"). The Settlement Agreement expressly
states, in part, that " [t]he Lease is hereby validly
terminated ..." Appendix, Exhibit D, at 2. It
further provides that " judgment shall enter in favor of
[Landlord] for possession and for the sum of $127, 914.78,
" which the Settlement Agreement elsewhere describes as
the total amount owing from Geneva to Landlord " for
past due rents and/or use or occupancy and fees ..."
Id. at 1-2. Notwithstanding the fact that the
Settlement Agreement gave possession of the Premises to the
Landlord, the parties nonetheless agreed to permit Geneva to
continue to occupy the Premises under terms spelled out
elsewhere in the Settlement Agreement, provided that "
the conduct of [Geneva was] at all times in compliance with,
and not in breach of, those requirements as defined and set
forth in the Lease as if said Lease was still in force and
effect ..." Id. at 3. Mr. Muntasser signed the
Settlement Agreement as Genevaâs " Manager, " but
did not personally guarantee any of its terms. Id.
leopards rarely change their spots, Geneva continued to be
delinquent in its rent payments after the Settlement
Agreement was signed, with the result that it eventually was
forced to vacate the premises sometime in 2013. Additional
litigation between the parties ensued. Geneva filed an action
in Superior Court (the " Prior Superior Court
Action") seeking the return of its security deposit
under the provisions of the Settlement Agreement, and
Plaintiff (which was, by then, Genevaâs official landlord)
counterclaimed for Genevaâs own purported breach of the terms
of the Settlement Agreement. The Prior Superior Court Action
was tried to a jury in May 2015. The result was a loss for
Geneva on its claim, a victory for Plaintiff on its
counterclaim, and an eventual Judgment in favor of Plaintiff
against Geneva in the amount of $437, 100, plus interest (the
" Judgment"). As of the present date, the
Plaintiffâs Judgment against Geneva remains unpaid.
commenced this action against Mr. Muntasser in July 2015. As
set forth in its Amended Complaint (Docket No. 25.0),
Plaintiffâs explicit goal in bringing this action is to
compel Mr. Muntasser to personally satisfy the Judgment
entered against Geneva under the terms of his written
Guaranty. Amended Complaint, Â¶ 1. According to Plaintiff, by
means of that Guaranty, Mr. Muntasser " unconditionally
guarantee[ ]d to [Plaintiff] the full, faithful and punctual
performance of all obligations and liabilities of Geneva to
[Plaintiff]." Id., Â¶ 26. Mr. Muntasser, for his
part, denies any personal liability to Plaintiff for payment
of the Judgment, arguing that he never guaranteed Genevaâs
obligations under the Settlement Agreement, which formed the
basis for Plaintiffâs breach of contract counterclaim in the
Prior Superior Court Action and the resulting Judgment.
matter came before the Court most recently on the partiesâ
respective dispositive motions, all of which present
essentially the same core issue: i.e., Is Mr.
Muntasser obligated under the terms of the Guaranty to pay
the Judgment entered against Geneva in the Prior Superior
Court Action? The Court conducted a hearing and heard oral
argument on the various motions on December 19, 2017. Upon
consideration of the partiesâ written submissions and the
oral arguments of counsel, the Court concludes that Mr.
Muntasser is not obligated under the terms of the Guaranty to
pay the Judgment entered against Geneva in the Prior Superior
Court Action. Accordingly, Plaintiffâs Motion for Partial
Summary Judgment is DENIED, and Defendantâs Motion for
Summary Judgment is ALLOWED for the reasons explained,
judgment is appropriate when, viewing the evidence in the
light most favorable to the non-moving party, there is no
genuine issue of material fact and the moving party is
entitled to judgment as a matter of law. Mass.R.Civ.P. 56(c);
Cargill, Inc. v. Beaver Coal & Oil Co., 424 Mass.
356, 358 (1997). Actions based upon unambiguous agreements
are particularly susceptible to resolution on summary
judgment. " The interpretation of an unambiguous
contract is a question of law for the court." Sparks
v. Microwave Assocs., 359 Mass. 597, 600 (1971). In
deciding such a question, the courts " must interpret
[the] contract language fairly and reasonably ... to
ascertain the intention of the parties and to effectuate
their purpose." Honey Dew Assocs. v. Creighton
Muscato Enters., 73 Mass.App.Ct. 846, 849-50 (2009)
(internal quotation marks and citation omitted). When the
" agreement on its face is reasonably susceptible of
only one meaning, a court is not free to alter the contract
to reflect its personal notions of fairness and equity."
Raymond Leasing Corp. v. Callico Distribs., 62
Mass.App.Ct. 747, 749 n.3 (2005) (internal quotation marks
and citations omitted).
case, it is effectively undisputed that Mr. Muntasser did not
guarantee Genevaâs obligations under the Settlement
Agreement. The written Guaranty that Defendant executed in
May 2006 extends, on its face, only to Genevaâs obligations
under the Lease. Appendix, Exhibit C . The Lease, by
the plain terms of the Settlement Agreement, was "
validly terminated" as of February 12, 2009. Appendix,
Exhibit D, at 2. From that point onward, all of
Genevaâs obligations to Plaintiff (or its predecessors in
interest) were governed by the Settlement Agreement, which
expressly replaced the Lease as the operative document that
controlled the partiesâ relationship.
is undisputed that the Judgment entered against Geneva in
June 2015, and that forms the basis for Plaintiffâs claims
against Defendant in this proceeding, was based upon Genevaâs
breach of its obligations under the Settlement Agreement
(which Mr. Muntasser did not guarantee), as opposed to
Genevaâs breach of its obligations under the Lease (which Mr.
Muntasser did guarantee). Massachusetts law holds that "
[w]hen one guarantees the contract of another, the guarantor
is bound by the terms of the contract guaranteed."
Merchants Natâl Bank v. Stone, 294 Mass. 243, 251
(1936). Because Mr. Muntasser guaranteed the Lease and not
the Settlement Agreement, he cannot be held liable for
amounts owed by Geneva under the latter, including any
amounts due pursuant to the Judgment.
extent that Plaintiff now claims that it is entitled to
recover future, unpaid rent from Mr. Muntasser under the
terms of the Lease, that claim is not included in Plaintiffâs
Amended Complaint and, therefore, does not preclude the entry
of summary judgment in favor of Defendant. See Coastal
Orthopaedic Inst., P.C. v. Bongiorno, 61 Mass.App.Ct.
55, 60-62 (2004) (party may not defeat summary judgment by
advancing new, previously unarticulated theory of liability).
Even assuming that Plaintiff had pled such a claim, however,
the Court doubts its validity given that the Settlement
Agreement would seem to qualify as an accord and
satisfaction, which would extinguish all of Plaintiffâs
rights under the Lease and Mr. Muntasserâs associated
Guaranty. See, Kattar v. Demoulas, 433 Mass. 1, 8
n.6 (2000) (an immediate accord and satisfaction occurs when
the " [p]arties ... agree that [the] accord itself shall
be the satisfaction of the old right and, therefore, if the
claimant accepts a promise with that agreement, his original
claim is at once extinguished"); Seronick v.
Levy, 26 Mass.App.Ct. 367, 373 (1988) (note makerâs
settlement of debt extinguishes any obligation of guarantor).
See also Continental Bank & Trust Co. v.
Akwa, 58 Wis.2d 376, 388 (1973) (" As a general
rule the payment or other satisfaction or extinguishment of
the debt or obligation of the principal discharges the
guarantor"); First Interstate Bank of Nev. v.
Shields, 102 Nev. 616, 619-20 (1986), citing
authorities (under general principles of guaranty law, "
the payment or other satisfaction or extinguishment of the
principal debt or obligation by the principal or by anyone
for him discharges the guarantor"); Industrial Inv.
Corp. v. Rocca, 100 Idaho 228, 232 (1979), citing
authorities (" It is a general rule that payment or
satisfaction of a principal obligation discharges a guarantor
and being once discharged a revival of the debt in any way
will not renew his liability"); Holcombe v.
Solinger & Sons Co., 238 F.2d 495, 500 (5th
Cir. 1956) (applying New York and Florida law) (" It is
a general rule that payment or satisfaction of the principal
obligation discharges the guarantor").
light of the foregoing, Defendantâs Motion for Partial
Judgment on the Pleadings is DENIED as moot, and Defendantâs