Beaconsfield Towne House Condominium Trust v. Zussman

Liacos, J.

This case concerns the validity of a lease of a portion of the common areas owned by the Beaconsfield Towne House Condominium at 120 Beaconsfield Road, Brook-*481line. The lease in issue purports to create a leasehold interest in twelve parking spaces for persons not members of the condominium trust. The trial judge treated the claim as one sounding in contract, and granted summary judgment for the defendant on the ground that G. L. c. 260, § 2 (1986 ed.), which imposes a six-year period of limitations on contract claims, barred the action. The plaintiff appealed, and we transferred the case to this court on our own motion. We agree with the plaintiff that the governing statute of limitations is G. L. c. 260, § 21 (1986 ed.), providing that actions to recover land must be commenced within twenty years after the cause of action accrues. Thus, we reverse the judgment.3

The plaintiff, Beaconsfield Towne House Condominium Trust, was created under G. L. c. 183 A, as amended, to manage the building and common facilities at 120 Beaconsfield Road, Brookline. Previously the defendant David Zussman had owned the property. On Decembers, 1970, David Zussman, conveyed the premises, including the parking spaces at issue, to his wife, the defendant Selma Zussman, in her capacity as trustee of the defendant 120 Beaconsfield Realty Trust. On June 10, 1977, Selma Zussman executed a written lease of the parking spaces to David Zussman as trustee of the defendant Davran-St. Paul Trust. On the same day, Selma Zussman conveyed the premises by master deed to the plaintiff, the newly-created Beaconsfield Towne House Condominium Trust, of which David Zussman was a trustee. On June 16, 1977, the lease and then the master deed were recorded contemporaneously at the Norfolk registry of deeds.4

The master deed states that it is subject to the lease, which runs for 155 years.5 Subsequent to the recording of the con*482dominium trust master deed, Selma Zussman executed two purported amendments to the lease on June 29, 1977, and July 29, 1977, respectively. The first purported amendment deleted descriptions of certain parking areas, leaving intact only a list of numbered parking spaces. The second purported amendment, as relevant here, added a right of ingress and egress to allow access to the enumerated parking spaces.

The essence of the plaintiff’s claim is a violation of G. L. c. 183A, § 5 (c) (1986 ed.), in that the defendant’s lease of the parking spaces in question violated the statute’s explicit provisions prohibiting division of the common areas of the condominium.6 Although there are also allegations of breach of fiduciary obligations, the major aspect of the action concerns an interest in land.

This court has recognized that ownership of a condominium unit constitutes an interest in land. See Franklin v. Spadafora, 388 Mass. 764, 767 (1983) (trustees of a condominium have interest in land in condominium complex). The concept of condominiums as realty arguably existed even at common law,7 but began to flourish in contemporary times with the advent of enabling legislation. See Barclay v. DeVeau, 384 Mass. 676, 682 (1981), and articles cited. General Laws c. 183A (1986 ed.), originally enacted in 1963, St. 1963, c. 493, § 1, *483was designed to “clarify the legal status of the condominium in light of its peculiar characteristics.” Grace v. Brookline, 379 Mass. 43, 52 (1979). We have recognized that the statute specifies certain minimum requirements for establishing condominiums. Tosney v. Chelmsford Village Condominium Ass’n, 397 Mass. 683, 686 (1986).

As part of these requirements, the statute contains a comprehensive scheme defining and governing the common areas of a condominium complex.8 Each unit owner is entitled to a proportional, undivided interest in such areas, G. L. c. 183A, § 5 (a), and this percentage interest cannot be altered absent the consent of all unit owners, c. 183A, § 5 (b).9 Furthermore, c. 183A, § 5 (c), mandates explicitly that the common areas must remain undivided, and that any covenant or provision to the contrary is null and void.10

“The statutory language, when clear and unambiguous, must be given its ordinary meaning. . . . When the use of the *484ordinary meaning of a term yields a workable result, there is no need to resort to extrinsic aids such as legislative history. . . . Moreover, the statutory language is the principal source of insight into legislative purpose.” (Citations omitted.) Bronstein v. Prudential Ins. Co. of Am., 390 Mass. 701, 704 (1984).11 The crux of the plaintiff’s claim under § 5 (c) is that the provision in the master deed referring to the lease of the parking spaces violates the clear statutory language prohibiting division of the common areas and is therefore null and void. The language of § 5 (c) is unambiguous. A claim under the section, whatever the merits of that claim may prove to be, constitutes an action concerning an interest in land.12

As noted above, under § 5 (b) the unanimous consent of all unit owners to an amendment of the master deed is required to change the percentage of the undivided interest of each owner in the common areas. The record contains no indication, nor do the defendants assert, that such consent was given. Therefore, it is immaterial whether the reference in the master deed to the lease constituted notice to present or subsequent unit owners.13

*485The defendants argue, however, that the plantiff’s complaint is based on alleged fraudulent dealings, which is a claim essentially contractual in nature, and thus barred by the six-year statute of limitations. See G. L. c. 260, § 2. Accepting this argument, the motion judge relied essentially on Nantucket v. Beinecke, 379 Mass. 345 (1979). Nantucket is inapposite. That case involved a claim under the Conflict of Interest Law, G. L. c. 268A (1986 ed.). The purpose of that law is to restrain municipal employees from maintaining a financial interest in contracts made by a municipal agency. Id. at 350. The subject matter of the action in Nantucket happened to concern a tax title deeded by certain town officials. Id. at 346.

InNantucket, the plaintiff argued that no statute of limitations should apply to actions under c. 268A. We rejected that claim. In order to find the applicable statute of limitations, the court looked to the “‘gist of the action’ or the essential nature of the plaintiff’s claim. ” Id. at 348, quoting Hendrickson v. Sears, 365 Mass. 83, 85 (1974). We concluded that “an action brought under G. L. c. 268A, § 21, sounds in tort.” Nantucket v. Beinecke, supra. Therefore, we held that the tort statute of limitations applies to such actions, “whether land is involved or not.” Nantucket, supra at 349.

Nantucket involved a claim predicated on an alleged conflict of interest, the essence of which is breach of official duty. A claim under c. 268A could be rooted in a variety of transactions that municipal officials undertake, whether involving land or not. In contrast, an action under c. 183A, § 5, governing condominium common areas, solely concerns land. It therefore falls within the ambit of G. L. c. 260, § 21, conferring a twenty-year time limit on actions for recovery of land. Since the relevant statute of limitations is evident, application of the “essential nature” test used in Nantucket, supra, is unnecessary. Even under that test, however, the proper conclusion it dictates in this case is that the essential nature of this claim is of an interest in property and not that of a claim of breach of fiduciary obligation for procurement by fraud. In short, the proper issue in this case is whether the lease in issue is void as being in violation of G. L. c. 183A, § 5.14

*486The judgment, in so far as it applied a six-year statute of limitations to the claim under c. 183A, § 5 (c), is reversed, and the case remanded for a trial on that claim.

So ordered.

This opinion concerns solely the issue whether the plaintiff’s action is time-barred, and does not reach the underlying merits of the action.

Both documents were officially recorded at 9:56 a.m. on June 16, 1977. The lease immediately precedes the master deed in the records of the registry of deeds.

The lease provides that the lessor, Beaconsfield Towne House Condominium Trust, bears all expenses associated with the parking spaces. The annual rent is $1.

The plaintiff’s complaint begins by stating: “This is an action for injunctive and declaratory relief brought by a condominium trust seeking to set aside and void a lease for 155 years and two amendments thereto.” The plaintiff further alleges that, as the Beaconsfield Towne House Condominium Trust, it brings this action under G. L. c. 183A, § 10 (4), and that the defendant Davran-St. Paul Trust took a leasehold interest in twelve parking spaces which should have been included within the common area of the Trust. Further, the complaint specifically alleges the lease to be null and void under the terms and provisions of G. L. c. 183A, § 5 (c).

There are early English cases referring to individual ownership of chambers in existing buildings. In this country, several courts acknowledged the possibility of individual ownership of separate parts of a building, including this court in Loring v. Bacon, 4 Mass. 575, 576 (1808) (“each of the parties has a distinct dwelling-house adjoining together, the one being situated over the other”). See Schwartz, Condominium: A Hybrid Castle in the Sky, 44 B.U.L. Rev. 137, 141-142 (1964). See also Berger, Condominium: Shelter on a Statutory Foundation, 63 Colum. L. Rev. 987 n.5 (1963).

Parking facilities are included within the statutory definition of common areas. G. L. c. 83A, § 1. See Tosney, supra at 687.

Neither the lease nor the amendments to it purport to have the assent of all unit owners.

In relevant part, G. L. c. 183A, § 5, provides:

“(a) Each unit owner shall be entitled to an undivided interest in the common areas and facilities in the percentage set forth in the master deed. Such percentage shall be in the approximate relation that the fair value of the unit on the date of the master deed bears to the then aggregate fair value of all the units.

“(b) The percentage of the undivided interest of each unit owner in the common areas and facilities as expressed in the master deed shall not be altered without the consent of all unit owners, expressed in an amended master deed duly recorded. The percentage of the undivided interest in the common areas and facilities shall not be separated from the unit to which it appertains, and shall be deemed to be conveyed or encumbered with the unit even though such interest is not expressly mentioned or described in the conveyance or other instrument.

“(c) The common areas and facilities shall remain undivided and no unit owner or any other person shall bring any action for partition or division of any part thereof, except as provided in sections seventeen, eighteen and nineteen. Any covenant or provision to the contrary shall be null and void.” (Emphasis supplied.)

The language of c. 183A, § 5 (c), does not present the problem of an ambiguous meaning of a key word or phrase. See Barclay v. DeVeau, supra at 680 (examining legislative history of G. L. c. 183A, § 10 (a), to interpret term “proportionate interest”). Nor is this a matter of the statutory language not specifically addressing the issue at hand, thus leaving it to the parties to work out arrangements for themselves. See Tosney, supra at 687 (where c. 183A is silent, condominium association could maintain physically separate “limited common areas” for exclusive use and expense of certain unit owners).

We have recognized that the issue of the validity of a lease may be challenged properly by an action seeking injunctive relief. See Attorney Gen. v. Ellis, 198 Mass. 91, 97-98 (1908) (referring to a lessee’s claim of right within the context of R. L. c. 202, § 20, the predecessor statute to G. L. c. 260, § 21).

We note, moreover, that even under the defendants’ theory of notice in the master deed, the subsequent amendment of July 29, 1977, allowing access to the parking spaces, would have no effect. In the absence of unanimous consent to amendment of the master deed, it would not comport with statutory specifications.

To accept the defendants’ approach would do serious damage to the underlying values of proper condominium development, as prescribed by *486G. L. c. 183A. While we do not reach the merits of the claim, we have noted previously that “[i]t does not seem either equitable or logical that. . . unit owners should be required to pay a portion of the expenses for facilities from which they receive no benefit.” Tosney, supra at 687. To seize on the scattered and unnecessary allegations of fiduciary misconduct in a somewhat prolix .complaint would reach a result that would undermine a clearly expressed legislative policy.