Landlord and tenant – Lease renewal option – Promissory estoppel

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Where a defendant commercial tenant has moved for summary judgment on the plaintiff landlord's claims for breach of contract and promissory estoppel, the summary judgment motion should be allowed as to the contract claim and denied as to the promissory estoppel claim.

"[Plaintiff Francis] Murphy alleges that [defendant] Wind River [Environmental, LLC] breached a lease agreement between the parties and cost Murphy revenue from prospective tenants because it failed to timely notify Murphy of its intentions with regard to a renewal option in the lease. Murphy now moves for summary judgment on Count II of its complaint, claiming that Wind River had made representations that it would honor a lease through December 31, 2007, and should therefore be estopped from denying that an agreement existed through that date. …

"There is no real dispute that [defendant's president John] O'Connell did not intend to exercise a lease option through December 31, 2007, evidenced by the fact that he explicitly reserved the property through only February, and later expressed to Murphy that he had made a mistake when Murphy indicated that O'Connell had bound Wind River to a longer term. The lease option had already expired when O'Connell sent his April 27, 2006, e-mail. Thus, O'Connell's e-mail could only be construed as an offer to lease through February 28, 2007, which Murphy rejected by varying its terms to oblige Wind River to remain through the end of 2007. Because there was no meeting of the minds as to material terms of the alleged contract, there was no contract. Accordingly, there is no genuine issue as to Murphy's breach of contract claim. Therefore, the defendant's motion for summary judgment as to Count I is allowed. …

"Murphy testified to discussions with O'Connell after April 27, 2006, the substance of which might permit a trier of fact to infer that O'Connell had agreed to remain through the end of 2007, notwithstanding both parties' confusion as to the precise status of their relationship. However, there is a triable issue with respect to Wind River's liability under a promissory estoppel theory. Whether a representation was intended to induce reliance, and whether such reliance was reasonable, are fact questions that do not lend themselves to summary judgment. Therefore, Murphy's partial motion for summary judgment on Count II is denied."

Murphy v. Wind River Environmental, LLC (Lawyers Weekly No. 12-360-08) (6 pages) (Agnes, J.) (Worcester Superior Court) (Civil Action No. 07-0447) (Nov. 4, 2008).