Contract – Ambiguity – Solar panel canopy

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Where plaintiffs have brought suit against a defendant for breaching its contractual obligations to construct a canopy of solar panels that sufficiently prevented rain, snow and ice from falling onto their parking lot below, the defendant’s motion to dismiss should be denied because the phrase “reasonably semi-impermeable” is ambiguous.

“Plaintiffs AMPM, LLC and North End Motors, Inc. brought this action against defendant KIIT Renewable Energy LLC for breaching its contractual obligations to construct a canopy of solar panels that sufficiently prevented rain, snow, and ice from falling onto their parking lot below. Pending before the Court is KIIT’s motion to dismiss for failure to state a claim. For the reasons that follow, the motion will be granted in part and denied in part. Because the plaintiffs have agreed to dismiss their Chapter 93A and equitable relief claims, those claims will be dismissed. Their other claims for breach of contract and breach of implied covenant of good faith and fair dealing will proceed to discovery. …

“After KIIT filed its motion to dismiss, the plaintiffs agreed to dismiss the Chapter 93A claim without prejudice to preserve their ability to amend the complaint should discovery produce evidence of unfair and deceptive trade practices by KIIT. … They further agreed to dismiss their equitable relief claim because the complaint separately requests removal of the solar canopy as a form of equitable relief. … Counts III and IV are dismissed accordingly. …

“Count I asserts a breach of contract claim against KIIT. … According to the complaint, the parties entered into a sublease agreement that, as amended, required KIIT to add ‘gaskets between solar panels’ that would ‘provid[e] a reasonably semi-impermeable surface between the panels in order to reasonably shed rainwater from the expansion and contraction area between the panels.’ …

“KIIT contends that the complaint fails to allege a breach of the contractual provision requiring a ‘reasonably semi-impermeable’ canopy. In its view, that phrase unambiguously means that some precipitation can fall from the solar canopy to the parking lot below, and the complaint confirms that the canopy provides such partial protection. … The Court disagrees. …

“Here, the phrase ‘reasonably semi-impermeable’ is ambiguous because it can plausibly be interpreted in multiple ways. …

“For the foregoing reasons, KIIT’s motion to dismiss, ECF 4, is granted with respect to Counts III and IV but denied as to Counts I and II.”

AMPM, LLC, et al. v. KIIT Renewable Energy LLC (Lawyers Weekly No. 02-594-25) (8 pages) (Kobick, J.) (Docket No. 1:25-cv-11133-JEK) (Oct. 28, 2025).

Click here to read the full text of the opinion.