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Smiley First, LLC v. Massachusetts Bay Transportation Authority

Superior Court of Massachusetts, Suffolk, Business Litigation Session

August 6, 2018


          File Date: August 8, 2018


          Janet L. Sanders, Justice of the Superior Court

          This Court concludes that the Motion to Dismiss must be ALLOWED and that the Motion to Amend must be DENIED, since any amendment would be futile. To give context to these rulings and so that the parties understand the rationale for them, this Court offers the following.

         This is an action for declaratory relief with regard to the scope of a permanent easement on Property in South Boston owned by the plaintiff, Smiley First, LLC (Smiley). Suit was originally brought in the Land Court in September 2017. Docket No. 17 MISC 000532 (MDV). After failing to obtain a preliminary injunction, Smiley amended its Complaint in October 2017. Three Counts (I, III and V) of the Amended Complaint sought to quiet title on the property pursuant to G.L.c. 240, §§ 6-10. Three Counts (II, IV, and VI) sought declaratory relief. Named as defendants were the Massachusetts Bay Transportation Authority (MBTA), the Massachusetts Department of Transportation (MassDOT) and CSX Transportation, Inc. (CSX).

         At the time suit was filed, the easement in question dated back to 1991, when the Commonwealth took it by eminent domain in connection with the Central Artery/Tunnel Project (1991 Easement). Smiley alleges that the defendants’ use of the Property exceeded the scope of the 1991 Easement. Although denying those allegations, MassDOT recorded a "confirmatory taking" in January 2018 (the 2018 Taking) which expressly stated that MassDOT was the owner of the easement in question and that the rights MassDOT acquired were coextensive with those set forth in the 1991 Easement. Like the 1991 Easement, the easement created by the 2018 Taking conferred upon its holder the right to use the property for "railroad purposes." The 2018 Taking, however, went on to spell out exactly what uses were uses for "railroad purposes."

         As a result of the 2018 Taking, MassDOT and the MBTA moved to dismiss the Amended Complaint. As to the quiet title claims (Counts I, III and V), Smiley effectively conceded that these claims were now moot, so a Land Court judge dismissed them with prejudice. See Agreed Modified Order of Dismissal and Transfer to Superior Court, dated February 23, 2018 (Land Court Order). As to the counts seeking declaratory relief, the defendants argued that the issues raised by those counts survived only if Smiley decided to pursue a claim for damages. That is, the scope of the 1991 Easement was relevant only if Smiley took the position that the 2018 Taking conferred rights that were broader than that permitted by the 1991 Easement, in which case Smiley would be entitled to reasonable compensation pursuant to G.L.c. 79, § 14. Faced with this argument, the Land Court decided to transfer what remained of the case to Superior Court, which had exclusive jurisdiction over a claim under G.L.c 79, § 14. The Land Court reasoned that it made no sense for it to enter declaratory judgment relative to the scope of the easement and, then if Smiley prevailed, have a second action for damages filed in Superior Court: splitting up the case in that way simply was not "prudent." See Land Court Order, p. 2.

          Following the transfer, Smiley sought to amend its Complaint, which is one of the motions now before the Court. The proposed amendment eliminates references to claims that were dismissed by the Land Court and revises language so as to reference the 2018 taking. It then goes on to reassert Smiley’s claim for declaratory relief against each of the three defendants. Notably absent from this proposed amendment, however, is a damages claim, which was the very reason the Land Court decided to transfer the case.[1] Although Smiley says that it may very well pursue a claim for damages in the future, it maintains that it should not be prevented from first seeking this Court’s interpretation of the scope of the easement; once final judgment is entered in this action, Smiley says that it will then decide whether to pursue a damages claim in a separate lawsuit. This Court concludes that this makes no sense, and is not permitted by the declaratory judgment statute.

         In order to seek declaratory relief, Smiley must demonstrate that there is an actual controversy between the parties. G.L.c. 231, § 1; Boston Herald, Inc. v. Superior Court Dep’t of Trial Court, 421 Mass. 502, 504 (1995) (statute "is a vehicle for resolving actual, not hypothetical, controversies"). Even if there is an actual controversy, the Court has the discretion not to entertain a request for declaratory relief if the declaratory judgment that would enter "would not terminate the uncertainty or controversy giving rise to the proceedings" or if there are "other sufficient reasons" not to allow such a request. In the instant case, all three Counts of the proposed amendment seek a determination regarding the scope of the easement created by the 2018 Taking, but such a determination would be important only if the plaintiff asserts a claim under G.L.c. 79, § 14. Stated another way, that issue is simply an element of a Chapter 79 damages claim that plaintiff would have to prove if and when it decided to pursue such a claim. Resolving a single issue regarding the scope of the easement will not necessarily resolve the controversy between the parties since, if plaintiff prevails in the instant action, it would still be free to file a lawsuit under G.L.c. 79, § 14.

         Plaintiff’s counsel conceded as much at the hearing on these motions but argued that there were "strategic reasons" for the decision to divide this case into two separate lawsuits. That plaintiff wishes to proceed that way does not mean that the Court should accede to those wishes, however. Indeed, to do so would ignore the need to use judicial resources efficiently. It also would unduly delay resolution of the entire dispute among the parties at the same time that it imposes costs on the defendants. Accordingly, Counts II, IV and VI of the Amended Complaint-the only counts remaining after the Land Court Order-are hereby DISMISSED, without prejudice. As to plaintiff’s Motion to Amend its Complaint, any amendment would be futile.[2]



[1] The proposed amendment does not question the validity of the 2018 Taking, although that is the subject of a separate lawsuit filed by Smiley in another session of the Superior Court. Why plaintiff is seeking to litigate questions related to the easement in separate actions rather than a single one is unclear. It further supports this Court’s decision to dismiss this action, however; regardless of how plaintiff proceeds, its challenge to this easement should proceed by way of a single lawsuit.

[2] Defendant CSX also filed a Motion to Dismiss or in the alternative, for Judgment on the Pleadings. That Motion raised issues different from those argued by the MBTA. Those issues need not be addressed in light of this Court’s order of dismissal of plaintiff’s Complaint as to all defendants, ...

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