A quarterly summary and brief analysis of significant decisions issued by the Massachusetts Superior Court Business Litigation Session. A service of O’Connor, Carnathan and Mack LLC.		  

November
2004

Volume 1
Number 2
Page 5
 

Summarizing opinions from July 1, 2004 through
Sept. 30, 2004


Term Sheet = Binding Contract
 

 
 


 


 

 

 


 
     

O  T  H  E  R      D  E  C  I  S  I  O  N  S  :

One to One Interactive, LLC v. Landrith, 2004 Mass. Super LEXIS 259
(July 8, 2004, 02-4137 BLS) (Van Gestel, J.).

     

In One to One Interactive, Judge Van Gestel held that a term sheet for the buyout of a member’s interest in a limited liability company was a binding contract. He concluded that the term sheet included all material terms, and that the parties had actually performed under it for a period before the company tried to disclaim it. One to One Interactive is particularly interesting in light of another recent decision by Judge Van Gestel,

 
 


 

 

 

 
PDC-El Paso Meriden, LLC v. Alstom Power, Inc., 2004 Mass Super. LEXIS 227 (June 14, 2004 99-6016 BLS) (discussed in the August 2004 issue of Session Watch). In PDC-El Paso, he held that an “agreement” was merely a starting place for hard negotiations in the context of a complex deal to build a power plant. Judge Van Gestel is quite consistent in his application of legal principles to varying circumstances, and he is building a useful body of decisions in this area.

 


 


 



 

 


 
 
     
     


Where Option to Terminate Lease Was Not Prop-erly Exercised, Lease Remained in Effect and Tenant Could Not Vacate Premises as if It Were a Tenant at Will
 


 

 

 

 


 


 

R.K. Wheeler, LLC v. Moran Foods, Inc., 2004 Mass. Super. LEXIS 255
(July 6, 2004, 03-3053 BLS) (Van Gestel, J.).
     

In Wheeler, a landlord sent its tenant a notice of termination of a lease based upon alleged defaults other than non-payment of rent. The landlord, however, never took possession of the premises. The tenant continued to make its payments and took the position that it had cured the alleged defaults.
Nearly a year later, the tenant vacated the premises, and took the position that it



 


 

 

 

was only a month-to-month tenant as a result of the prior notice of termination. In an ironic decision, the Court held that the landlord’s purported termination was ineffective, because it failed to take possession as required by the lease. Accordingly, the lease remained in effect. The Court entered summary judgment on liability and held the case open for assessment of damages.

 

 

 

 

 

 


 
 
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