Heard: February 2, 2018.
action commenced in the Superior Court Department on June 18,
case was heard by Renee P. Dupuis, J., on motions for summary
A. Walsh for the defendants.
F. White, Jr., for the plaintiff.
Present: Milkey, Massing, & Shin, JJ.
case, we consider whether the release of a landlord's
claims against a tenant for unpaid rent pursuant to a lease
precluded the landlord from bringing a collection action
against a guarantor of the lease. We conclude that it did
defendant T.S. Fitness, Inc. (tenant), rented commercial
property in New Bedford from the plaintiff, Cedar-Fieldstone
Marketplace, LP (landlord). In 2011, those parties agreed to
a modification of the then-existing lease between them. To
secure the tenant's payment obligations under the
modified lease, the tenant's president, the defendant
Thomas W. Sheridan, executed a personal guaranty, which was
memorialized in a detailed, three-page document. Under the
terms of the guaranty, Sheridan's liability was
"co-extensive with that of [the t]enant, " except
that it was capped at a specified amount, $52, 271.06. The
existence of that cap appears to explain why the document is
captioned a limited guaranty.
for the cap on his liability, Sheridan's obligations
under the guaranty are set forth expansively, as we will
review in detail later. The guaranty states that "[n]o
waiver or modification of any provision of this [g]uaranty
nor any termination of the [g]uaranty shall be effective
unless in writing, signed by [the l]andlord."
the lease modification, the tenant subsequently defaulted on
the lease, prompting the landlord to bring a summary process
action against it in District Court. That action was resolved
through an agreement for judgment in February of 2013. The
parties to the agreement for judgment were the parties to the
summary process action, that is, the landlord and the tenant.
Sheridan himself signed the agreement for judgment, but he
did so in his capacity as president of the tenant.
essence of the agreement for judgment was that the landlord
allowed the tenant to occupy the premises for an additional
three months, and that the tenant agreed to vacate the
premises after that and to make agreed-to monthly use and
occupancy payments in the interim. The body of the agreement
for judgment included a paragraph through which the tenant
expressly (and broadly) released its potential claims against
the landlord. Curiously, there is no corresponding provision
that addresses what claims the landlord agreed to release.
However, in prefatory "whereas" clauses, there is
language that could be taken to suggest that the agreement
for judgment was intended to resolve the entirety of the
dispute between the parties.
the agreement for judgment had been executed, the landlord
brought a collection action in Superior Court against both
the tenant and Sheridan seeking over $100, 000 in unpaid
rent. Relying on the prefatory language quoted in note 3,
supra, a Superior Court judge (first motion judge)
ruled, as a matter of law, that the agreement for judgment
barred the landlord's only count (breach of contract)
against the tenant.That ...