CUMMINGS PROPERTIES, LLC v. DARRYL C. HINES., 201 N.E.3d 295 (2022)

Citation: CUMMINGS PROPERTIES, LLC v. DARRYL C. HINES., 201 N.E.3d 295 (2022)
Parent Document: CUMMINGS PROPERTIES, LLC v. DARRYL C. HINES., 201 N.E.3d 295 (2022)
Jurisdiction: Massachusetts (state)
Effective Date: 2022-12-05
Original Source: https://www.courtlistener.com/opinion/10271850/cummings-properties-llc-v-darr... ↗

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[Note 4] While the parties appear to agree that the acceleration clause is only enforceable against Hines if he meets some baseline level of "sophistication," they disagree on whether that question is one of fact or law. Also, neither party has supplied a test for determining sophistication, and we have found no guidance on that issue in Massachusetts case law. See, e.g, Cummings Props., LLC v. National Communications Corp., 449 Mass. 490, 495 (2007) (National Communications) (noting "near unanimous trend toward upholding liquidated damages clauses in agreements between sophisticated parties," but not elaborating on what it means to be "sophisticated"). As the facts here demonstrate, an "I know it when I see it" approach, suggested by Cummings at oral argument, would be neither principled nor workable. On the one hand, as the judge found and Hines does not contest, Hines was at least sophisticated enough "to understand the concepts and consequences of a commercial lease." But on the other hand, the judge found that Hines was not "highly" sophisticated, had no prior experience negotiating commercial leases, was not represented by counsel during the negotiations, and did not actually understand all of the lease terms, including the acceleration clause. Ultimately, although we agree with Hines that there was an obvious disparity in bargaining power, we need not reach the question of sophistication because we conclude that the acceleration clause is unenforceable on other grounds.

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