275 Washington Street Corp. v. Hudson River International, LLC, et al. (Lawyers Weekly No. 10-071-13)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.  If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA 02108-1750;  (617) 557-1030; SJCReporter@sjc.state.ma.us     SJC‑11217   275 WASHINGTON STREET CORP., trustee,[1]  vs.  HUDSON RIVER INTERNATIONAL, LLC,[2] & another.[3]       Suffolk.     January 7, 2013.  ‑  April 30, 2013. Present:  Ireland, C.J., Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ.       Contract, Lease of real estate, Termination, Damages, Indemnity.  Landlord and Tenant, Lease as contract, Rent, Termination of lease.  Real Property, Lease.  Damages, Breach of contract.  Indemnity.  Guaranty.       Civil action commenced in the Superior Court Department on May 29, 2008.   The case was heard by Charles T. Spurlock, J., on motions for summary judgment, and entry of final judgment was ordered by Carol S. Ball, J.   After review by the Appeals Court, the Supreme Judicial Court granted leave to obtain further appellate review.     David G. Hanrahan (John G. Hofmann with him) for the plaintiff. Bruce E. Falby (Matthew Iverson with him) for the defendants.   Adam N. Lewis & Neil R. Janulewicz, Jr., for Arts & Business Council of Greater Boston, Inc., amicus curiae, submitted a brief. Lawrence P. Heffernan, John T. Ronayne, Danielle Andrews Long, & Kendra L. Berardi, for Real Estate Bar Association for Massachusetts & another, amici curiae, submitted a brief.     GANTS, J.  The primary questions on appeal are threefold.  First, after a breach of a commercial lease by the tenant and termination of the lease by the landlord, does an indemnification clause in the lease, in the absence of specific language so providing, allow the landlord to recover before the end of the lease term the present value of lost future rent once the landlord relets the property to another tenant for the duration of the lease?  Second, in the absence of a clause in the lease specifically so providing, does our common law allow a landlord to recover contract damages for the present value of lost future rent after the termination of the lease?  Third, does the liability of the guarantor here exceed the liability of the tenant?  We answer, “No,” to each question.  We hold that a landlord cannot recover for posttermination damages under an indemnification clause in a lease until the end of the period specified in the lease, when the amount of indemnification is certain, unless the indemnification clause specifically provides that damages may be recovered earlier.  We also hold that a landlord has no common-law […]

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