Massachusetts Leases and 7 Issues To Be Prepared For

A recent Massachusetts Superior Court decision shows some of the complex issues that can be raised in tenancy agreements. This particular case involved a commercial lease, but a review of the areas covered provides general insight into leases and agreements whether you are a consumer, a business, lessor, lessee, owner, tenant, guarantor, or landlord.

Seven Issues To Consider in Lease Agreements & Tenancy Litigation

Fraud in the Inducement - To establish fraud in the inducement you must show misrepresentation of a material fact, made to induce action, and reasonable reliance on the false statements to the detriment of the person relying.
Chapter 93A - General Laws c. 93A, § 2 makes unlawful all unfair or deceptive acts or practices in the conduct of any trade or commerce. Conduct is deceptive if it possesses a tendency to deceive -- could reasonably have caused a person to act differently than he or she would have.
Breach of Contract & Integration Clause - When an agreement, such as a lease, is unambiguous and contains an integration clause, a party to the lease may not rely on evidence extraneous to the four corners of the lease to claim rights under the lease. The contract will be enforced according to its express terms.
Quantum meruit - A theory of recovery based on unjust enrichment.
Implied Covenant of Good Faith and Fair Dealing - Contracts are subject to an implied covenant of good faith and fair dealing. A party may not appeal to the covenant, however, to create rights and duties not otherwise provided for in the existing contractual relationship.
Negligence - Where a contract has a valid integration clause, claims of negligent misrepresentation are barred.
Rescission - Without a viable claim for breach of a lease agreement, a claim for rescission based on breach of the lease agreement must fail.

(NOTE: I've cut and pasted language in the decision, changed sentence structure here and there, changed some words around, and removed all legal citations to focus on the general nature of these issues. I also added links to general information, not MA law. The full decision which is much better than my piecemeal approach is available in Middlesex Superior Court Civil Action No. 07-3147.)

Contract Lesson: Be careful of any representations being made and review what's in (and what's not in) your tenancy agreement.