Cummings Properties, LLC v. National Communications Corp., 449 Mass. 490 (2007)

A rent acceleration clause, in which a defaulting lessee is required to pay the lessor the entire amount of the remaining rent due under the lease, may constitute an enforceable liquidated damages provision so long as it is not a penalty. See, e.g., Commissioner of Ins., supra at 771 (acceleration clause constituted penalty where clause was applicable to breach of any covenant set forth in lease, including those where damage could be accurately determined and were inconsiderable compared with amount of rent acceleration); Ganary v. Linker Realty Corp., 131 N.J.L. 317, 320 (1944) (enforcing rent acceleration clause in commercial lease); Fifty States Mgmt. Corp. v. Pioneer Auto Parks, Inc., 46 N.Y.2d 573, 577 (1979) (rent acceleration clause in commercial lease enforceable absent showing of fraud, exploitive overreaching, or unconscionable conduct); Pierce v. Hoffstot, 211 Pa. Super. 380, 383-384 (1967) (upholding enforcement of rent acceleration clause, noting such clauses “have long been held valid”). See also Restatement (Second) of Property (Landlord and Tenant) § 12.1 comment k, at 394 (1977) (“parties may provide in the lease that if the tenant defaults in the payment of rent or fails in some other way to perform his obligations under the lease, the total amount of rent payable during the term of the lease shall immediately become due and payable”). While any reasonable doubt whether a provision constitutes a valid liquidated damages clause is to be resolved in favor of the aggrieved party, TAL Fin. Corp. v. CSC Consulting, Inc., supra at 430, the party challenging it bears the burden of establishing that the damages *495to which it agreed are disproportionate to a reasonable estimate of those actual damages likely to result from a breach. Id. See XCO Int’l, Inc. v. Pacific Scientific Co., 369 F.3d 998, 1003 (7th Cir. 2004) (XCO Int’l, Inc.), and cases cited; Honey Dew Assocs., Inc. v. M & K Food Corp., 241 F.3d 23, 27 (1st Cir. 2001); 24 S. Williston, Contracts § 65.30, at 355-356 (4th ed. 2002) (Williston).