Byrnes v. Massachusetts Port Authority

2 Mass. L. Rptr. 3
CourtMassachusetts Superior Court
DecidedMarch 2, 1994
DocketNo. 92-0178
StatusPublished

This text of 2 Mass. L. Rptr. 3 (Byrnes v. Massachusetts Port Authority) 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
Byrnes v. Massachusetts Port Authority, 2 Mass. L. Rptr. 3 (Mass. Ct. App. 1994).

Opinion

Garsh, J.

The plaintiffs Edward J. Byrnes, Wilfred Sherman and Sharon Tomasello, as trustees of 144 Addison Street Condominium Trust (the “Condominium Trust”), brings this action against the defendant, Massachusetts Port Authority (“Massport”), for damages arising out of the purchase of property at 144 Addison Street, East Boston, Massachusetts (the “Property”), in 1985. The Condominium Trust asserts claims for violations of G.L.c. 21E, breach of contract, breach of the covenant of good faith and fair dealing, and deceptive practices in violation of G.L.c. 93A.

Massport has now moved for summary judgment with respect to all claims other than those brought under c. 2 IE for oil remediation expenses incurred within three years of the commencement of this action. For the reasons set forth below, the Court grants, in part, Massport’s motion for partial summary judgment.

Background

The Condominium Trust seeks to recover property damages and clean-up costs arising from environmental contamination on the Property. The contamination allegedly was caused both by oil from an underground storage tank (the “Fuel Tank”) and by an underground buried storage drum and tank trailer containing trichlorom ethane (“TCE”).

On February 10, 1970, Massport purchased the Property from Transition Electronic Corporation. Approximately three years later, on April 12, 1973, Massport entered into a nine-year lease (the “1973 [4]*4Lease”) for the first floor of a building on the Property with Leonard Silver Manufacturing Co., Inc. (“Leonard Silver”). The 1973 Lease was signed under seal. Leonard Silver used the Properly for office space, shipping, packaging, and storage. Under the terms of §6.5 of the 1973 Lease, Massport was responsible for repairs to the exterior of the building. Section 6.8 of the 1973 Lease obligated Massport to “maintain the heating plant” in order to provide “reasonable heat at reasonable times.” Leonard Silver was required to pay for a percentage of “minor expenses” incurred in maintaining the heating plant. Costs incurred in connection with other than “minor repairs and/or renovation” were the responsibility of Massport. The Property’s heating system was fueled by No. 6 oil held in the Fuel Tank.

In 1975 the Property’s heating system developed problems. Periodically it would shut off and the boiler stack would emit smoke. The problems were caused by water entering the Fuel Tank. Massport devised a method of pumping the water out and sealing the cracks in the Fuel Tank; however, the problems persisted and the Department of Environmental Protection (“DEP”) cited Massport for violations of air pollution. The violations included black smoke coming from the boiler stack. After responding to the violations, an engineer at Massport recommended that Massport add certain monitoring devices and provide maintenance of the boiler. The changes were characterized as “minimum necessary items to keep [the] plant operating ... and to satisfy the State Health Air Quality Control Office.” Charles Hill, one of Leonard Silver’s employees at the time, purports to have knowledge of some activity by Massport. Exactly when he acquired this knowledge is not clear.1 Charles Hill now is a condominium owner at the Property and a member of the Condominium Trust.

In March 1977, Massport and Leonard Silver agreed to terminate the 1973 Lease and to enter into a new lease for a term of fifteen years (the “1977 Lease”). Under the 1977 Lease, Massport leased the entire Property to Leonard Silver, including all buildings. The 1977 Lease effectively was an installment agreement permitting Leonard Silver to purchase the Property from Massport.2 Shortly after executing the 1977 Lease, Leonard Silver arranged for the Fuel Tank to be decommissioned. The Fuel Tank subsequently was drained, caved in, filled, and blacktopped.

Approximately eight years later, on September 25, 1985, Leonard Silver notified Massport that it intended to exercise its option, under the 1977 Lease, to purchase the Property. Leonard Silver employed Bewick Associates (“Bewick”) to perform an environmental analysis of the Properly. Bewick’s report (the “1985 Environmental Report”), issued on June 17, 1985, concluded that there was no evidence of an oil or hazardous material release on the Property.

Five days later, Leonard Silver granted to Edward J. McCormack, Jr. (“McCormack”) an option to purchase the Property, effective when Leonard Silver acquired it from Massport. Their agreement was memorialized in a Sale-Leaseback Agreement among Leonard Silver, its affiliate Towle Manufacturing Co. (‘Towle”), and Addison Realty Trust, a nominee trust created by McC-ormack. In the Sale-Leaseback Agreement, Leonard Silver agreed to assign to Addison Realty Trust its rights under the 1973 Lease and the 1977 Lease.3

On October 4, 1985, Massport received the balance of rent due under the 1977 Lease. Massport, in turn, delivered to Leonard Silver a quit claim deed conveying the Property to Leonard Silver’s designated nominee, Addison Realty Trust. Six months later, on March 24, 1986, Towle and Leonard Silver filed for bankruptcy protection, which led to termination of the lease between Towle and Addison Trust.

On March 9, 1988, Addison Realty Trust, intent on converting the Property into condominiums, engaged Bewick to do another environmental audit. Bewick’s preliminary findings, issued on March 17, 1988, were that there existed approximately 20,000 to 40,000 gallons of residual oil in the decommissioned underground Fuel Tank, and that the surrounding soil was contaminated. On March 22, 1988, Addison Realty Trust notified the Department of Environmental Quality Engineering (now the DEP) of Bewick’s findings.

In its final environmental audit report, issued on March 31, 1988, Bewick, for the first time, reported high levels of TCE at two locations on the Property. Specifically, the final report disclosed that TCE had been found in two containers buried underground, a drum and tank trailer. The final report also indicated that Transition Electronic Corporation had stored TCE at the Property during its ownership.

On July 15, 1988, McCormack, as Trustee of Addison Realty Trust, created a condominium on the Property pursuant to G.L.c. 183A. Some units were retained by McCormack as Trustee of Addison Realty Trust. The remaining units were purchased by Wilfred Sherman and Roger N. Sherman, as Trustees of 144 Realty Trust, and by Charles Hill (collectively “Unit Owners”). The Unit Owners created 144 Addison Street Condominium Trust, the plaintiff in this action, and empowered it to enter into contracts for the remediation of the oil and TCE contamination. Addison Realty Trust assigned its rights under the 1973 Lease and 1977 Lease to the Condominium Trust.

On September 20, 1988, the Condominium Trust contracted for cleanup of the Property. The Condominium Trust made payments on November 1, 1988, November 16, 1988, December 12, 1988, April 19, 1989, and April 20, 1989, totaling $812,135.25

On March 19, 1992, the Condominium Trust commenced this action against Massport. When the suit was filed, the DEP had not yet issued a release letter to the Condominium Trust certifying that the remedial action which had been undertaken was adequate and that DEP would require no further cleanup measures.

[5]*5DISCUSSION

Summary judgment shall be granted when there are no material facts in dispute and the moving party is entitled to judgment as a matter of law. Cassesso v.

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Bluebook (online)
2 Mass. L. Rptr. 3, Counsel Stack Legal Research, https://law.counselstack.com/opinion/byrnes-v-massachusetts-port-authority-masssuperct-1994.