## Facts

- A Brookline landlord sought to evict a rent-controlled tenant under a local by-law requiring a “certificate of eviction” from the Rent Control Board before an eviction action could proceed.
- The residential lease barred assignment, subletting, or permitting additional occupants beyond a temporary visit “without first obtaining on each occasion the assent in writing of Landlord.”
- The tenant allowed an unnamed person to live in the unit for more than a temporary visit without obtaining the landlord’s written consent.
- After an adjudicatory hearing, the Board found the tenant had permitted an unauthorized occupant without written consent.
- The Board nevertheless denied the eviction certificate, reasoning that the lease’s written-consent clause implicitly required the landlord to consider proposed occupants and not withhold consent unreasonably, and finding the landlord’s categorical refusal unreasonable.
- The District Court reversed and ordered issuance of the certificate; the Appellate Division affirmed.
- The Supreme Judicial Court (SJC) reviewed the Board’s appeal.

## Issues

1. Whether a residential lease clause requiring the landlord’s written consent to assignment, subletting, or additional occupants implies a duty that the landlord’s refusal be reasonable.
2. Whether the Rent Control Board could deny an eviction certificate based on an implied reasonableness limitation it read into the lease, and what deference is owed to the Board’s administration of the rent-control by-law.

## Decision

- The SJC reversed the lower courts and reinstated the Board’s denial of the eviction certificate.
- The SJC held that, in a residential lease, a written-consent clause does not by itself impose an implied requirement that the landlord act reasonably in withholding consent; the landlord may refuse consent arbitrarily unless the lease or a statute provides otherwise.
- The SJC rejected the Board’s legal construction of the lease insofar as it treated reasonableness as implied by law.
- The SJC nonetheless restored the Board’s ultimate result, giving weight to the Board’s role in applying the rent-control by-law and its factual and administrative determinations within that framework.

## Legal Principles

- In Massachusetts, absent an express contractual or statutory limitation, a residential lease provision requiring landlord consent to assignment, subletting, or additional occupants does not imply a duty of reasonableness in granting or withholding consent.
- Reasonableness rules sometimes applied in commercial lease consent clauses are not automatically extended to residential leases, including in rent-controlled settings.
- Policy changes that would impose a reasonableness limitation on residential landlords are for legislative action rather than judicial implication.
- Courts generally give deference to a rent control board’s interpretation and application of the by-law it administers, particularly regarding the by-law’s conditions for granting or denying an eviction certificate.

## Conclusion

The SJC held that a residential lease’s written-consent requirement for additional occupants does not carry an implied reasonableness limitation on the landlord’s refusal, but it reinstated the Rent Control Board’s denial of an eviction certificate, emphasizing the Board’s administrative role in applying the local rent-control by-law.


Slavin v. Rent Control Bd. of Brookline, 406 Mass. 458 (1990)