Scott Realty Grp. Trust v. Charland

98 Mass.App.Ct. 706

159 N.E.3d 714

SCOTT REALTY GROUP TRUST¹

v.Deborah R. CHARLAND.

No. 18-P-1478

Appeals Court of Massachusetts, Plymouth..

Argued March 16, 2020

Decided October 28, 2020

Deborah R. Charland, pro se.

Robert L. Cooperstein, Taunton, for the plaintiff.

Present: Wolohojian, Massing, & Wendlandt, JJ.

WOLOHOJIAN, J.

This appeal from a summary process eviction action presents several novel questions concerning the termination of a Section 8 tenancy. Specifically, we must decide whether the terms of the housing assistance payments contract (HAP contract) between the landlord, plaintiff Scott Realty Group Trust, and the Framingham Housing Authority (authority), the entity making housing assistance payments for the benefit of the tenant, restricted the landlord's ability to terminate the at-will tenancy without cause. We must also decide whether the provisions of the HAP contract and 42 U.S.C. § 1437f(d)(1)(B)(iv) (2012) required that the landlord's notice to quit specify the ground for terminating the tenancy. We conclude that the HAP contract did not restrict the landlord's right to terminate the at-will tenancy without cause, but that the tenant did not receive the notice to which she was due. We also conclude that the language of the notice to quit did not violate G. L. c. 93A, and that the judge did not err in awarding the landlord unpaid rent. For these reasons, we vacate in part and affirm in part.

Background.² Deborah R. Charland (whom we sometimes refer to as the tenant) has lived at 83 Cranberry Highway, Bourne, since approximately November 2008 under a Section 8 tenant-based assistance housing choice voucher program administered by the authority. Her tenancy began with a written lease from November 1, 2008, through October 31, 2009.³ Thereafter, she was a tenant at will.⁴

Charland was served with a thirty-day notice to quit on April 24, 2017, and she was served with a summary process summons and complaint on June 8, 2017. Because the landlord did not comply with the requirement that a copy of the eviction notice be simultaneously supplied to the authority, the landlord withdrew the summary process action.

Charland was then served with a second thirty-day notice to quit on July 21, 2017, informing her that she needed to leave the premises by September 1, 2017. Although it appears that the landlord wished to occupy the premises himself, the notice to quit did not state this. The notice gave no reason for the landlord's decision to terminate Charland's at-will tenancy.

When Charland failed to vacate the premises, the landlord filed the underlying summary process complaint. The complaint alleged that the landlord sought to evict Charland because she occupied the premises unlawfully "against the right of [the landlord] because [of her] failure to vacate the premises ... after a termination of [her] tenancy." But the complaint did not did state why Charland's tenancy had been terminated.

After a trial, a judge of the Housing Court granted possession to the landlord and awarded $241 in rent that Charland had not paid as of the date of trial. The judge also ordered judgment in favor of the landlord on Charland's counterclaim under G. L. c. 93A. This appeal followed.⁵

Discussion. We begin our discussion with a brief overview of the HAP contract between the landlord and the authority, and then turn to the particular provisions at issue in this case.

In order to receive Section 8 rent assistance payments for Charland's tenancy, the landlord was required to enter into an annual HAP contract with the authority, a public housing agency (PHA).⁶ The HAP contract is a form document published by the United States Department of Housing and Urban Development (HUD) and is used to provide Section 8 tenant-based assistance under HUD's Housing Choice Voucher Program.^{7 ,8} "The HAP contract must be in the form required by HUD."

24 C.F.R. § 982.451(a)(1) (2017).⁹ See 24 C.F.R. § 982.162 ("The PHA must use program contracts and other forms required by HUD headquarters, including ... [t]he HAP contract between the PHA and the owner; and ... [t]he tenancy addendum.... Required program contracts and other forms must be word-for-word in the form required by HUD").

Each HAP contract has three parts: part A, which consists of tenant-, lease-, and unit-specific details; part B, which is the body of the contract; and part C, which is the so-called "tenancy addendum."¹⁰ A person or family receiving Section 8 housing assistance "is not a party to or third party beneficiary of the HAP contract." 24 C.F.R. § 982.456(b)(1). As a result, "the [tenant or] family may not exercise any right or remedy against the owner under the HAP contract," other than "the owner's obligations under the tenancy addendum" and any lease between the landlord and the tenant. 24 C.F.R. § 982.456(b). See 24 C.F.R. § 982.308(f)(2) ("The tenant shall have the right to enforce the tenancy addendum against the owner, and the terms of the tenancy addendum shall prevail over any other provisions of the lease").

Charland relies on two provisions of the tenancy addendum to argue that the landlord did not properly terminate her tenancy in 2017 and was not, therefore, entitled to possession.¹¹ First, she points to subparagraph 8(d)(3) to argue that her at-will tenancy could not be terminated without good cause. Second, she points to paragraph 8(g) to argue that the notice to quit needed to specify the reason for which her tenancy was being terminated.¹² The pertinent parts of the tenancy addendum are reproduced in the margin.¹³

1. Was cause required under subparagraph 8(d)(3) to terminate Charland's at-will tenancy? Under common law, a landlord can terminate an at-will tenancy at any time for any or no reason. See Bank of N.Y. Mellon v. King, 485 Mass. 37, 49 n.11, 147 N.E.3d 450 (2020), citing Davis v. Comerford, 483 Mass. 164, 166 n.4, 137 N.E.3d 341 (2019). Charland, however, argues that her at-will tenancy could not be terminated except for the reasons specified in subparagraph 8(d)(3) of the tenancy addendum, in essence superseding the provisions of common law.

Paragraph 8(b) of the tenancy addendum provides that "[d]uring the term of the lease (the initial term of the lease or any extension term), the owner may only terminate the tenancy because of ... [o]ther good cause (as provided in paragraph d)." Paragraph (d) in turn identifies different types of "[o]ther good cause" depending on whether the termination occurs (1) "[d]uring the initial lease term," (2) "[d]uring the initial lease term or during any extension term," or (3) "[a]fter the initial lease term."¹⁴ Because it is clear that Charland's tenancy was not terminated during the initial lease term, or any extension term of the initial lease, the only question is whether her tenancy was terminated "[a]fter the initial lease term" as that phrase is used in subparagraph 8(d)(3). Charland asks that we read this phrase to extend indefinitely so that it applies even when there is neither a lease nor an extension of one, and the tenancy has become at will.

Read in isolation, without reference to any of the surrounding language, Charland's reading would have force because there is no temporal endpoint identified in the language of subparagraph 8(d)(3) itself. But contract language must be read in context, see Starr v. Fordham, 420 Mass. 178, 190 & n.11, 648 N.E.2d 1261 (1995), and for this reason Charland's argument fails. In interpreting a contract, "[t]he objective is to construe the contract as a whole, in a reasonable and practical way, consistent with its language, background, and purpose." Sullivan v. Southland Life Ins. Co., 67 Mass. App. Ct. 439, 442, 854 N.E.2d 138 (2006), quoting Massachusetts Prop. Ins. Underwriting Ass'n v. Wynn, 60 Mass. App. Ct. 824, 827, 806 N.E.2d 447 (2004). Although it is true that subparagraph 8(d)(3) contains no limiting language, the introductory provision of paragraph 8(b) does. Specifically, paragraph 8(b) provides that a tenancy may be terminated for other good cause as provided in paragraph 8(d) when the termination occurs during "the term of the lease," which is defined as "the initial term of the lease or any extension term." Thus, reading subparagraph 8(d)(3) together with the provisions of paragraph 8(b) upon which it is dependent, it is clear that the phrase "[a]fter the initial lease term" means during any extension term of the lease. Subparagraph 8(d)(3) does not create what has been called an "endless lease," extending the good cause requirement indefinitely into the future even after a tenant has become at will. Rosario v. Diagonal Realty, LLC, 9 Misc.3d 681, 803 N.Y.S.2d 343, 348 (N.Y. Sup. Ct. 2005). Our conclusion is consistent with the few cases from other jurisdictions to have considered the issue. See In re Burch, 401 B.R. 153, 158 (Bankr. E.D. Pa. 2008) ; Rosina v. Parra, 18 Misc.3d 12, 853 N.Y.S.2d 458, 459 (N.Y. App. Div. 2007) ; Deutsche Bank Nat'l Trust Co. v. Tulloch, 27 Misc.3d 1170, 900 N.Y.S.2d 837, 838 (N.Y. Dist. Ct. 2010).

Accordingly, once Charland became a tenant at will, the provisions of paragraphs 8(b) and 8(d) did not apply.

2. Did paragraph 8(g) require that Charland receive notice of the ground for terminating her tenancy? Under Massachusetts law, because Charland was a tenant at will whose tenancy was not being terminated for failure to pay rent, the notice to quit needed only to comply with G. L. c. 186, § 12. See Adjartey v. Central Div. of the Hous. Court Dep't, 481 Mass. 830, 851, 120 N.E.3d 297 (2019) ; Spence v. O'Brien, 15 Mass. App. Ct. 489, 490 n.3, 495-496, 446 N.E.2d 1070 (1983). Under that statute, no explanation for the landlord's decision need be included in the notice to quit unless the termination is based on nonpayment of rent. Charland argues, however, that the provisions of the HAP contract and 42 U.S.C. § 1437f(d)(1)(B)(iv) (2012) require otherwise.

Charland is correct that, under subparagraph 8(g)(1) of the tenancy...