State Room, Inc. v. MA-60 State Associates, L.L.C., et al. (Lawyers Weekly No. 11-111-13)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.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 12‑P‑1915 Appeals Court STATE ROOM, INC. vs. MA-60 STATE ASSOCIATES, L.L.C., & others.[1] No. 12‑P‑1915. Suffolk. May 10, 2013. ‑ September 13, 2013. Present: Grasso, Sikora, & Maldonado, JJ. Appraisal. Value. Landlord and Tenant, Rent. Civil action commenced in the Superior Court Department on October 6, 2011. A motion to dismiss was heard by Peter M. Lauriat, J. Colleen C. Cook for the plaintiff. Lawrence G. Green (Alexandra Capachietti with him) for the defendants. SIKORA, J. This appeal presents a dispute between the parties of a long-term commercial tenancy at a downtown Boston high-rise office building. The landlord parties consist of three corporations and a real estate investment trust identified in the margin;[2] we shall refer to them collectively as the landlord. The tenant is State Room, Inc. (State Room), a Massachusetts corporation. In 1990 and 1994, the parties’ predecessors in interest executed the governing lease documents (lease). Sixty State Street is a building of thirty-eight rentable floors. The space at issue occupies portions of the thirty-third and thirty-fourth floors. Over time it has served as a restaurant and as an event venue (i.e., as function rooms for business and social events). The principal issue on appeal is the enforceability of the current rental rate for the extension of the tenancy through the ten years from May 1, 2010, through April 30, 2020. In accordance with the terms of the lease, when the parties could not agree upon that figure, they submitted it to an appraisal process. In 2009, the designated appraisers calculated rates for the oncoming decade. In 2010, State Room objected to the rates as the product of mistaken information and flawed application of the appraisal criteria prescribed by the lease. When the appraisers declined to reconsider their computation, State Room brought suit in Superior Court seeking a judgment declaring the invalidity of the resulting rates and an order compelling a new appraisal. A judge of that court entered a judgment of dismissal in favor of the landlord. For the following reasons, we now affirm. Background. In review of a dismissal pursuant to Mass.R.Civ.P. 12(b)(6), 365 Mass. 754 (1974), we draw our facts from the allegations of the complaint and from its appended materials incorporated by reference. See Schaer v. Brandeis Univ., […]