## Facts

- A landlord, acting as trustee for a realty trust, leased approximately 12,000 square feet in a multi-tenant commercial building to a financial printing company under a five-year lease beginning March 31, 1988.
- The tenant paid base rent plus a percentage of operating expenses.
- In April 1991, the tenant complained of significant roof leaks; the landlord (through his son) attempted patch repairs and later hired a professional roofer.
- Leaks recurred in August 1991; the tenant made repeated complaints.
- On September 6, 1991, a further leak was traced to a defective conduit connected to the tenant-maintained rooftop air-conditioning unit and was sealed the next day.
- There was no trial evidence of additional leaks or complaints after September 7, 1991.
- On November 4, 1991, the tenant notified the landlord it would vacate on or before December 31, 1991, citing reasons the landlord purportedly knew; the tenant moved but continued paying rent through the end of 1991.
- The landlord sued for breach of contract and unpaid rent; the tenant counterclaimed asserting constructive eviction, breach of quiet enjoyment, and breach of contract based on the leaking roof.
- After a bench trial, the Superior Court ruled for the tenant, holding the landlord’s failure to keep the roof in good repair justified lease termination and awarding relocation costs, relying on constructive eviction and, alternatively, a “dependent covenants” theory.
- The landlord appealed; the Supreme Judicial Court took the case on its own initiative.

## Issues

1. Whether the evidence supported a finding of constructive eviction based on roof leaks allegedly rendering the premises unfit for the leased purpose.
2. Whether Massachusetts should retain the common-law rule that covenants in commercial leases are independent, or adopt a rule that material promises are mutually dependent.
3. If covenants are mutually dependent, whether the landlord’s failure to keep the roof in good repair materially deprived the tenant of a substantial benefit that justified lease termination and relocation-cost recovery.

## Decision

- The court rejected the tenant’s constructive-eviction theory because the tenant did not prove the leaks rendered the premises untenantable for the purposes for which they were used.
- The court abandoned the common-law rule of independent covenants for commercial leases and adopted the modern rule of mutually dependent covenants, consistent with Restatement (Second) of Property: Landlord and Tenant § 7.1.
- Applying the new rule, the court held the landlord’s failure to keep the roof in good repair deprived the tenant of a substantial benefit significant to the lease’s purpose.
- The court affirmed the tenant’s right to terminate the lease and recover reasonable relocation costs, notwithstanding the failure of the constructive-eviction claim.

## Legal Principles

- Constructive eviction requires proof that the landlord’s wrongful conduct substantially interfered with beneficial use so as to make the premises unfit for the leased purpose; intermittent leaks and remedial efforts, without proof of untenantability, are insufficient.
- In commercial leases, material lease promises are mutually dependent: a material failure by one party may suspend or discharge the other party’s performance obligations.
- A landlord’s failure to perform an essential lease obligation that constitutes a significant inducement to the bargain can justify the tenant’s termination of the lease.
- A tenant may recover reasonable relocation costs when the landlord’s material breach deprives the tenant of a substantial benefit central to the lease, even if the breach does not satisfy the stricter constructive-eviction standard.

## Conclusion

The court rejected constructive eviction on the evidentiary record but reshaped Massachusetts commercial leasing doctrine by treating material covenants as mutually dependent, and it upheld the tenant’s lease termination and relocation-cost award because the landlord’s roof-maintenance breach deprived the tenant of a substantial, contract-significant benefit.


Wesson v. Leone Enters., Inc., 437 Mass. 708, 774 N.E.2d 611 (2002)