## Facts

- Shell Oil Company entered a written commercial lease dated May 15, 1962, for service-station premises, for a 15-year term beginning August 1, 1962, with options to extend for an additional 15 years.
- The lease permitted Shell to terminate “at any time” by giving the lessor at least 90 days’ notice.
- The lease required fixed monthly rent, imposed certain minor repair duties on Shell, and required Shell to reimburse the lessor for annual real estate taxes above a stated base amount.
- Following foreclosure against the original lessor, Hancock Bank and Trust Company acquired the premises at a public auction, subject to the existing lease.
- The bank brought a summary process action seeking to oust Shell, contending the lease was void for lack of mutuality or, alternatively, created only an estate at will.
- The trial court ruled for Shell, and the bank sought appellate review of the legal rulings.

## Issues

1. Whether a long-term lease that grants the tenant a unilateral right to terminate on 90 days’ notice is void as against public policy for lack of mutuality.
2. Whether a lease stating a fixed 15-year term (with renewal options) creates only an estate at will because the tenant may terminate at any time on notice.

## Decision

- The court affirmed judgment for Shell and overruled the bank’s exceptions.
- The lease was not void as against public policy; the tenant’s unilateral termination right did not negate consideration supporting the agreement.
- The lease created a valid term of years, not an estate at will; the termination clause functioned as a contractual right to end an otherwise definite term early.

## Legal Principles

- When consideration supports a contract and no statute or recognized contract defense applies, courts generally will not invalidate or rewrite an agreement merely because it appears uneven or unfavorable to one party.
- “Lack of mutuality” is not an independent basis to void a contract where the agreement as a whole is supported by consideration.
- A lease with a definite stated term is not converted into a tenancy at will solely because one party holds an option to terminate upon notice; the lease remains a term-of-years lease subject to an early-termination provision.
- A successor owner who acquires property subject to an existing lease takes the premises bound by the lease’s enforceable terms.

## Conclusion

The court enforced the commercial lease against the successor owner, holding that the tenant’s unilateral 90-day termination right neither rendered the lease void for lack of mutuality nor transformed a definite term-of-years lease into an estate at will.


Hancock Bank & Tr. Co. v. Shell Oil Co., 365 Mass. 629, 309 N.E.2d 482 (1974)