275 Washington Street Corp. v. Hudson River International, LLC

Kantrowitz, J.

(concurring). It appears to me that, in response to the question when damages should be paid, the answer should be at the time they become readily ascertainable. As the applicable cases, ancient as they might be, counsel otherwise, I must reluctantly concur with the well-reasoned and well-written opinion of the court.

The cases —■ Woodbury v. Sparrell Print, 187 Mass. 426 (1905); Gardiner v. Parsons, 224 Mass. 347 (1916); and Zevitas v. Adams, 276 Mass. 307 (1931) — upon which the court’s opinion rests were all written prior to leases even being considered contracts, 1 with the memory of Boston’s devastating Great Fire of 1872 perhaps still etched in memory. Today it is far more likely, is it not, that a corporation with a million dollar judgment collecting generous interest for several years will dissolve than the premises will bum down or be taken via eminent domain?

Such clearly was the logic of the thoughtful judge who inter*429preted the difficult to decipher Woodbury v. Sparrell Print, supra. There, the court considered when payment was due for the loss of rent as a result of the tenant’s termination of the lease. It held that “[t]he liability rests upon the agreement contained in the lease, and as to this there is no breach of contract on the part of the lessee, until the time for payment arrives.” Id. at 431. The court found that payment was due in a lump sum and that “the time for payment” was when the premises “cease to remain unleased.” Ibid. In other words, the tenant’s damages to the landlord did not immediately accrue upon termination of the lease, but would if and when the landlord leased the property to a new tenant. At that point, the deficiency between the new rent and old rent would be calculable, and the actual costs of the tenant’s breach could be ascertained to a reasonable degree of certainty. Woodbury was followed, however, as this court’s opinion indicates, by cases that delineated a clear rule barring recovery until the end of the original lease term given the many unknown factors that make the determination of damages speculative.

When, however, damages can be calculated with a reasonable degree of certainty, those concerns fade away, especially here where the commercial corporate tenant breached the lease just eighteen months into a twelve-year lease and the premises were ultimately re-let. Forcing the landlord to wait until 2018 to determine damages involves a possibility, if not overwhelming probability, that the tenant corporation could be dissolved or declared bankrupt, leaving the landlord at a complete loss vis-avis the defaulting tenant.2

Given that the law continues to evolve in this field, see Humphrey v. Byron, 447 Mass. 322, 326 (2006), discussed in note 1, supra, and Cummings Properties, LLC v. National Communications Corp., 449 Mass. 490, 494 (2007), discussed in the court’s opinion, ante at 422 n.7, the time might be ripe for the Supreme Judicial Court to revisit and reevaluate cases written scores of years ago.3

See Humphrey v. Byron, 447 Mass. 322, 326 (2006), quoting from Young v. Garwacki, 380 Mass. 162, 164-165 (1980), and Wesson v. Leone Enterprises, Inc., 437 Mass. 708, 717 (2002) (“Our Young decision was rooted largely in the gradual departure from the common-law agrarian model of leases, which regarded a lease as a conveyance of property. In the residential context, we have overthrown the doctrine of caveat emptor and the notion that a lease is a conveyance of property. Similarly, in the commercial context, we have recognized that the notion of a lease as a conveyance no longer comports with the reality of the typical modern commercial lease, which is intended to secure the right to occupy improvements to the land rather than the land itself, and which usually contemplates a continuing flow of necessary services from landlord to tenant, services that are normally under the landlord’s control. The modem trend is to regard leases not as conveyances, [but] as contracts for the possession of property” [emphasis added; citations and quotations omitted]).

The landlord could have avoided this predicament by including in the lease other remedies available to guard against default. This shortcoming was remedied in the subsequent lease on the property.

I recognize that, given Cummings, most leases today contain more than a standard indemnity clause.