Azar v. Quinn

1 Mass. L. Rptr. 519
CourtMassachusetts Superior Court
DecidedJanuary 15, 1994
DocketNo. CR 88-604
StatusPublished

This text of 1 Mass. L. Rptr. 519 (Azar v. Quinn) is published on Counsel Stack Legal Research, covering Massachusetts Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Azar v. Quinn, 1 Mass. L. Rptr. 519 (Mass. Ct. App. 1994).

Opinion

Cratsley, J.

In September of 1987 the plaintiffs opened a clothing boutique named “the Ritz” inside the premises of Pleasures, a fashionable hair salon located on Beacon Street in Brookline. The Ritz subsequently failed. The plaintiffs now seek damages from the several defendants, asserting claims sounding in breach of warranty of habitability and quiet enjoyment, M.G.L.c. 93A, and deceit.

The plaintiffs timely commenced this action by filing a complaint with the Norfolk Superior Court in 1988. The plaintiffs filed their Second Amended Complaint on July 10, 1989. Atrial, without jury, was held between April 20, 1993 and June 10, 1993. Testimony was heard on seven separate days and 43 exhibits were entered into evidence. The several defendants contend that their actions related to the plaintiffs’ business do not render them liable in any way to the plaintiffs.

[520]*520FINDINGS OF FACT

Based upon all the credible testimony presented at trial, and upon the exhibits entered into evidence, this Court finds the following facts:

At all relevant times Cambridge Equity Associates, Inc. (“Associates”) was a business duly registered with the Secretary of State’s Office for the Commonwealth with a regular and usual place of business at Cambridge, Middlesex County. Associates is the successor in interest to Washington Square Associates, Inc. At all relevant times Steven Cohen (“Cohen”), an individual with a regular and usual place of business at Cambridge, Middlesex County, was acting as the duly authorized agent for Washington Square Associates, and subsequently Associates, with regard to all lease-related activities that are the subject of this action. In 1983 Associates, as lessee, entered into a twenty-year master lease on a block of stores on Beacon Street in Brookline, including the premises at 1626 Beacon Street (the “Premises”). Associates in turn, as the master-lessor, leased the Premises to Rich-Camiel, Inc. for a term of five years commencing August 10, 1983. (Exhibit 6.)

Roberta Camiel (“Camiel”), a named individual defendant here, and Martin Rich (“Rich”), also an individual, owned Rich-Camiel, Inc. (“Rich-Camiel”), a business duly registered with the Secretary of State’s Office for the Commonwealth from 1983 to 1987, with a regular and usual place of business at Revere, Suffolk County. Rich-Camiel extensively renovated the Premises into a fashionable hair salon, which it opened under the name “Pleasures” in 1983. (Exhibit 2.) By late 1986 Pleasures was experiencing financial difficulties and had fallen behind on its rent payments to Associates. On February 18, 1987 Associates sent Rich-Camiel a Notice to Quit for non-payment of rent. (Exhibit 7.) On April 29, 1987 Rich-Camiel entered into an eviction proceeding settlement with Associates signed by Cohen that provided for the payment to Associates of a lump sum of cash for the rent arrear-ages in exchange for which Pleasures was authorized to stay on as a tenant at will. (Exhibit 8.) The settlement further provided explicitly that Rich and Camiel would use their best efforts to sell Pleasures and to find a new tenant for the Premises.

Shortly after April 29, 1987 Rich and Camiel agreed to dissolve Rich-Camiel in exchange for a payment of funds by Rich to Camiel. Rich-Camiel was promptly dissolved and Camiel became the successor in interest to Rich-Camiel. Thereafter Camiel listed Pleasures for sede with a business broker. Camiel also placed a sign in the front window at the Premises offering to rent out part of the space at the Premises for a retail store. Camiel continued to be Pleasures’ general manager and worked there daily.

Robert Quinn (“Quinn”), a named individual defendant here with a regular and usual place of business at Boston, Suffolk County, became aware that Pleasures was for sale. Quinn, a licensed hairdresser since 1985, had worked for three or four years as the manager of a salon in West Roxbury where he had supervised twenty-three employees. By the summer of 1987, Quinn wanted to buy his own business. Camiel arranged to have Quinn meet with Cohen in early July 1987 to discuss a new lease for Pleasures. After this meeting Cohen sent Quinn a written lease proposal dated July 22, 1987. (Exhibit 3.)

During this same period of time the plaintiffs were searching for suitable space in which to open a clothing boutique to sell fashionable women’s clothing and accessories. Collectively the plaintiffs had some previous experience in retail sales. Sanjar Azar (“Azar"), an individual, had studied business administration while attending college in the United States. After college he stayed in the United States, working first at a bank’s branch office on a college campus and later as a loan officer at a mortgage company. He subsequently started an international trading firm with his family, Shak-Mak Ltd., which was in operation in 1987. Ata Ilderem (“Ilderem”), an individual, had six years experience operating retail stores, including one year as the owner of a sporting goods store in California. Zagros International Corporation (“Zagros”), a business duly registered with the Secretary of State’s Office for the Commonwealth with a regular and usual place of business in Brookline, Norfolk County, was formed by Azar and Ilderem and their respective families to set up and operate a clothing boutique and to engage in international trading. Azar and Ilderem were Zagros’ two executive officers.

In early July 1987 Azar saw the sign in Pleasures’ window offering space for rent (the “Space”). When Azar first spoke to Camiel about leasing the Space, which comprised an upstairs balcony area as well as an area on the main floor, Camiel showed Azar the salon’s appointment book and told him that the salon booked about seven hundred appointments per week. Camiel told Azar that she would be willing to assist Azar and Ilderem in setting up their boutique by helping them select appropriate merchandise and by introducing Pleasures’ clients to them. Azar and Ilderem were impressed by Camiel’s gracious manner and by the salon’s appearance as a well established, thriving business. They considered Pleasures to be a good location in which to operate a women’s clothing boutique because of the stylish environment at the salon and because the salon’s customers would provide a steady stream of potential clients for their clothing boutique.

After several meetings between Azar, Ilderem, their parents, and Camiel, the plaintiffs offered to rent the Space for two thousand dollars per month. On July 17, 1987 Camiel met with Azar at the Family Restaurant in Brookline and gave Azar a handwritten note dated July 17, 1987 in which she stated that the Space at Pleasures was rented to Azar for $2000 per month [521]*521commencing September 1, 1987, with “[djetails to be in sublease contract.” (Exhibit 13.) Camiel told Azar that he would have to meet with Cohen to finalize the sublease. Camiel did not reveal to Azar Pleasures’ status as a tenant at will or her intention to sell Pleasures.

On or about the last business day in July 1987 or the first business day in August 1987, Camiel brought Azar and Ilderem to Cohen’s office in Cambridge to discuss the plaintiffs subleasing the Space from Pleasures. At the meeting a negotiation ensued over the amount of the total rent to be paid by the plaintiffs. Cohen initially wanted the plaintiffs to pay $2000 per month plus certain utilities. The plaintiffs protested that Camiel had represented that their total rent would be $2000 per month including utilities.

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Bluebook (online)
1 Mass. L. Rptr. 519, Counsel Stack Legal Research, https://law.counselstack.com/opinion/azar-v-quinn-masssuperct-1994.