Planning Board Wins Warehouse Fight: CRG Acquisition v

CourtMassachusetts Appeals Court

DocketAC 25-P-915

ReleasedOctober 14, 2026

ArguedFebruary 13, 2026

PanelSacks, Singh, & Toone, JJ

Full opinionRead the full text of the decision

Question

Does the phrase “wholesale office or showroom, including warehouse facilities” in a zoning bylaw’s industrial-use table permit a standalone 800,000-square-foot warehouse as of right, or does that use require a special permit under the bylaw’s separate provision governing general industrial uses over 15,000 square feet?

Rule

Massachusetts interprets zoning bylaws “by the ordinary principles of statutory construction,” looking first to plain language and giving terms their ordinary meaning in context. Shirley Wayside Ltd. Partnership v. Board of Appeals of Shirley, 461 Mass. 469, 477 (2012). Courts presume that different terms in the same bylaw have different meanings. Commonwealth v. Williamson, 462 Mass. 676, 682 (2012).

General Laws c. 40A, § 1A, defines “as of right” as “development that may proceed under a zoning ordinance or by-law without the need for a special permit.” Courts defer to a local board’s reasonable construction of bylaws it is charged with implementing. Wendy’s Old Fashioned Hamburgers of N.Y., Inc. v. Board of Appeal of Billerica, 454 Mass. 374, 381 (2009). But no deference applies when the board did not and was not authorized to make a binding decision on the issue. Ives Camargo’s Case, 479 Mass. 492, 497 (2018).

Under G. L. c. 240, § 14A, landowners may seek a declaration of “the validity of . . . or . . . the extent to which any zoning ordinance, by-law or regulation affects” a proposed use without exhausting administrative remedies in certain cases. Banquer Realty Co. v. Acting Bldg. Comm’r of Boston, 389 Mass. 565, 570, 573 (1989).

Holding

The court held that CRG’s proposed warehouse is not a use permitted as of right under § III.G.1, which allows “wholesale office or showroom, including warehouse facilities.” The phrase “including warehouse facilities” modifies “wholesale office or showroom” and means those uses may include warehouse facilities as a component part (for example, a showroom with inventory stored in back). The phrase does not add a third, standalone warehouse use.

The court reasoned that the bylaw uses “warehouse facilities” in § III.G.1, not “warehouse,” and the two terms must have different meanings. The plural form and the comma separating the phrase signal an adjectival modifier. A standalone 800,000-square-foot warehouse falls under § III.G.3, which requires a special permit for general industrial uses (including “storage, processing, packaging”) over 15,000 square feet.

On deference. The court owed no deference to the planning board or town. The planning board never decided whether a special permit was required; the bylaw assigns that determination to the building inspector (with appeals to the zoning board of appeals). The town is a defendant under c. 240, § 14A, only because it is the municipality where the land sits, not because it has interpretive authority. The zoning board of appeals, which might merit deference, was not a party and offered no position.

Result

The judgment in favor of CRG on count three is reversed. Judgment shall enter for the town on that claim, with a declaration that the proposed warehouse requires a special permit under the applicable bylaw.

Players

Court: Massachusetts Appeals Court (appeal from Land Court judgment)
Opinion by: Toone, J.
Panel: Sacks, Singh, and Toone, JJ.
Below: Howard P. Speicher, J. (motion for summary judgment); Lauren E. Reznick, J. (entry of judgment); Land Court Department
Plaintiffs (appellees): CRG Acquisition, LLC; Jon Delli Priscoli, as trustee of the New Hopping Brook Realty Trust
Defendants (appellants): Planning Board of Holliston; Town of Holliston
Counsel for defendants: Jason R. Talerman, Stephen J. Chaplin
Counsel for plaintiffs: Donald R. Pinto, Jr.

A developer’s plan to build an 800,000-square-foot warehouse in Holliston has hit a roadblock. The Appeals Court ruled that the project needs a special permit, rejecting the developer’s claim that the town’s zoning bylaw allows such a warehouse as of right. The decision reverses a Land Court judgment and turns on the meaning of a single phrase in the bylaw’s use table.

The Project and the Fight

CRG Acquisition, LLC, wants to develop a massive distribution facility on seventy-two acres in Holliston’s industrial district. The proposed warehouse would have 423 trailer truck spaces, 170 loading docks, and 129 car parking spaces. In 2019, CRG applied for site plan approval, and the planning board granted it in March 2020 with thirty-one conditions. But the board flagged a concern: the building inspector thought the project might need a special permit under the bylaw’s provision on general industrial uses.

CRG applied for a special permit in June 2020, insisting all the while that none was required. It also sought to modify the approved site plan, reducing the number of truck spaces and loading docks. After eleven public hearings, the planning board in July 2021 denied both the special permit and the modified site plan. The board cited traffic, noise, and incompatibility with the town’s character.

CRG sued. It challenged the denials under G. L. c. 40A, § 17, and asked the Land Court under G. L. c. 240, § 14A, to declare that its warehouse is allowed as of right under § III.G.1 of the bylaw. That provision permits a “wholesale office or showroom, including warehouse facilities” in the industrial district. A judge granted summary judgment for CRG on the declaration claim, finding that the bylaw defined “warehouse” and must have meant to allow standalone warehouses. A second judge entered a final judgment and remanded the modified site plan application to the planning board. The town and planning board appealed.

No Deference to the Town or Board

The court started by deciding whether it owed deference to the defendants’ interpretation of the bylaw. Usually, courts defer to a local board’s reasonable construction of a bylaw it administers. But not here. CRG’s claim under c. 240, § 14A, sought a determination the planning board had no authority to make. The bylaw assigns enforcement to the building inspector, with appeals to the zoning board of appeals, not the planning board. The planning board decides special permit applications, but it does not decide whether a special permit is required in the first place.

The planning board never took a position on that threshold question. When it approved CRG’s initial site plan, it noted the building inspector’s concern but expressed no view. When it later denied the special permit and modified site plan, it applied the standards for granting a permit without addressing whether one was needed. The court held that the board is entitled to no deference on an issue it did not and was not authorized to decide.

The town fared no better. It was named as a defendant under c. 240, § 14A, only because the statute requires the municipality to be joined. The town has no independent authority to interpret the use tables. The zoning board of appeals might have been entitled to some weight, but it was not a party and offered no position in the record. CRG had not requested a determination from the building inspector, the zoning board, or anyone else before filing suit. The statute allowed it to proceed directly to court.

Reading the Bylaw

The court applied ordinary principles of statutory construction to the bylaw, starting with its plain language. Section III.G.1 permits a “wholesale office or showroom, including warehouse facilities” as of right in the industrial district. Section III.G.3 requires a special permit for “general industrial uses including manufacturing, storage, processing, fabrication, packaging, and assembly” that occupy more than 15,000 square feet.

CRG argued that § III.G.1 allows three distinct uses: wholesale offices, showrooms, and standalone warehouses. The court disagreed. The phrase “including warehouse facilities” modifies “wholesale office or showroom.” The comma sets off the modifier. The plural “facilities” signals that the phrase is not a third item in a series. The word “including” means what follows is part of the whole that came before. A wholesale office or showroom may include warehouse facilities as a component, such as a showroom with inventory in the back. But § III.G.1 does not permit a freestanding warehouse.

The court rejected CRG’s reliance on the bylaw’s definition of “warehouse” in § I-E: “a building used primarily for the storage of goods and materials, for distribution, but not for sale on the premises.” CRG argued that the bylaw defined the term for a reason and that the word “primarily” precludes treating warehouses as merely accessory. But § III.G.1 refers to “warehouse facilities,” not “warehouse,” and the court presumed the different terms have different meanings. The juxtaposition of “warehouse” with “facilities” indicates an accessory use, not a freestanding building.

CRG also pointed to § III.D.11, which addresses mixed office and warehouse uses in commercial zones. The court found that provision reinforced its reading: the bylaw contemplates warehouse facilities as part of mixed uses, not as standalone buildings. The definition’s focus on “primarily” storage does not preclude accessory warehouse facilities within a wholesale office or showroom.

General Industrial Use

CRG contended that its warehouse does not fit § III.G.3’s description of “general industrial uses.” The court was unpersuaded. Section III.G.3 lists “storage,” “processing,” and “packaging,” all functions typical of a warehouse. The fact that the word “warehouse” does not appear in § III.G.3 does not exclude warehouses from the category of general industrial uses requiring a special permit.

Finally, CRG invoked a 1999 site plan approval for a different warehouse project, arguing it showed the town’s interpretation was inconsistent. The court found no support in that record. The planning board’s 1999 approval did not reveal whether it decided the project was allowed as of right, and the bylaw in effect then did not list wholesale offices or showrooms with warehouse facilities as a separate use. There was no basis to find arbitrary or capricious conduct.

Why It Matters

The decision clarifies how courts parse zoning bylaws that list uses with modifying phrases. It also sets boundaries on deference. When a landowner bypasses the usual administrative process and seeks a declaration under c. 240, § 14A, the court owes no deference to a board that never decided the question at issue. Municipalities that want their interpretations to carry weight should ensure the proper official or board makes a binding determination before litigation begins.

For developers, the lesson is to read use tables carefully and not assume that a defined term appearing in a modifier allows a standalone use. CRG’s proposed warehouse now needs a special permit under § III.G.3. The remand of the modified site plan application is moot; the parties stipulated that if the town prevailed on appeal, CRG would not pursue the project.

Read the full opinion: CRG Acquisition, LLC v. Planning Board of Appeals of Holliston (AC-25-P-915, October 14, 2026).