2017 Mass.App.Div. 175, Keystone Elevator Service & Modernization LLC v. Shoostine

Citation:2017 Mass.App.Div. 175
Opinion Judge:HAND, P.J.
Party Name:KEYSTONE ELEVATOR SERVICE & MODERNIZATION LLC v. JAY SHOOSTINE [1]
Attorney:Elton Watkins, III, for the plaintiff. Kenneth P. Reisman for the defendant.
Judge Panel:Present: Hand, P.J., Finnerty & Kirkman, JJ.
Case Date:November 08, 2017
Court:Massachusetts Appellate Division
 
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2017 Mass.App.Div. 175

KEYSTONE ELEVATOR SERVICE & MODERNIZATION LLC

v.

JAY SHOOSTINE 1

Massachusetts Appellate Division, District Court Department, Southern District

November 8, 2017

July 21, 2017

Elton Watkins, III, for the plaintiff.

Kenneth P. Reisman for the defendant.

Present: Hand, P.J., Finnerty & Kirkman, JJ.

HAND, P.J.

Appellant Keystone Elevator Service & Modernization LLC ("Keystone") sued appellee Jay Shoostine, as he is Trustee of 70 Sewall Avenue Condominium Trust ("Trustee"), for breach of an elevator service contract. The matter was tried jury waived, and the court, finding the language of the contract's renewal provision to be ambiguous, ruled in favor of the Trustee on Keystone's breach of contract claim. 2

The language critical to this appeal, and drafted by Keystone, follows:

"The service specified shall commence on November 7, 2013 and is to continue until terminated. Either party may terminate this Agreement at the end of the first one year period with the option to extend for an additional three (3) years at the end of the first year anniversary date period by giving the other party at least 60 days prior written notice."

This language is susceptible of at least two different interpretations: either that the contract would automatically extend for three years unless terminated at the end of the first year, with sixty days prior written notice, or that the option to extend could be exercised by either party's affirmatively giving the other party sixty days written notice. The interpretation of this provision is critical to Keystone's claim that, the Trustee's having failed to terminate the contract at the end of the first year, the contract had extended for an additional three years, and that the Trustee's subsequent termination of the contract via e-mail on December 9, 2014, was wrongful.

Whether a contract is ambiguous is a question of law, Eigerman v. Putnam Invs., Inc., 450 Mass. 281 , 287 (2007), and is not necessarily established by the parties' failure to agree on the proper construction of the contract language. Lumbermens Mut. Cas. Co. v. Offices...

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