Not if they only talk about plans. The Appeals Court held that a business tenant’s emails and meetings about downsizing or moving did not stop its lease from automatically renewing for five more years, because the lease required formal written notice and the tenant never clearly said it was opting out. The trial judge awarded the landlord $810,251 in liquidated damages, less the tenant’s $77,600 security deposit. This is an unpublished Appeals Court decision under Rule 23.0, which courts may cite as persuasive but not as binding precedent.
What happened
A company leased laboratory space in Beverly. A lease extension said the lease would renew automatically for five years unless either side served written notice of its option not to extend, six to twelve months before the term ended, with time of the essence. The lease’s notice section required delivery by constable, certified or registered mail, or a recognized courier, and said oral, fax and electronic notice would have no effect. During the opt out window, the tenant’s staff met with the landlord and traded emails about smaller space, touring other units and the “exit requirements.” At a key meeting, the landlord’s managers told the tenant to read the lease, pointed to the written notice requirement, and suggested it talk to an outside expert. The tenant never sent formal notice, the lease renewed, and the tenant stayed and paid rent for over a year before it stopped paying and sued.
What the court decided
In Innovation Pharmaceuticals Inc. v. Cummings Properties, LLC, No. 24-P-638 (Mass. App. Ct. August 13, 2025) (Rule 23.0 decision), the Appeals Court affirmed the judgment for the landlord.
The emails were not notice. The trial judge found that none of the tenant’s emails said it was moving out or opting out of the renewal. They expressed interest and intent, not a decision. The court compared Sourcing Unlimited, Inc. v. Cummings Properties, LLC, 102 Mass. App. Ct. 653 (2023). There, a tenant’s email was enough, even though the lease barred electronic notice, because the email clearly and timely said the tenant would not renew, the landlord received it, and the only flaw was the delivery method. This tenant’s messages were tentative and much less definite, so that exception did not apply.
“Actual knowledge” did not save the tenant. The tenant pointed to testimony from the landlord’s account manager that he understood the tenant intended to leave. The court said the judge’s findings showed the landlord expected formal notice and did not treat the emails as a final decision. The court also explained why specific notice rules matter: tenants sometimes hint they may leave to win concessions, and a clear notice rule keeps statements of future intent from being mistaken for real notice.
No looser standard. The tenant asked the court to accept any notice that showed its intent with reasonable certainty. The court refused. An unambiguous contract is enforced as written, and a notice that never plainly said the tenant was opting out was a material departure from what the lease required.
The liquidated damages clause was enforced. The lease made the rest of the rent due as liquidated damages after an uncured default. The court applied Cummings Properties, LLC v. Hines, 492 Mass. 867 (2023), where the Supreme Judicial Court held that the party challenging such a clause must prove that damages were easy to calculate when the lease was signed, or that the agreed amount was out of proportion to a reasonable estimate of likely damages. The tenant did neither. The judge also found the space had been vacant for three years before this tenant moved in and stayed vacant for more than a year after it left.
What this means for you
If you run a business and rent commercial space, your lease may renew on its own unless you act inside a narrow window and in a specific way. Conversations with your property manager, tours of other units, and emails about your plans usually do not count. A friendly landlord can tell you to read your lease and still hold you to it later.
The cost of getting this wrong can be huge. Many commercial leases make the full remaining rent due if you stop paying, and Massachusetts courts often enforce those clauses, as the Supreme Judicial Court did in Hines.
What to do now
- Find your lease and every extension, and write down the exact opt out window and the required delivery method for notice.
- Put the deadline on your calendar well before the window opens, not just before it closes.
- If you decide not to renew, send a short notice that plainly says so, by the exact method the lease requires, and keep the receipt.
- Do not rely on emails, calls or meetings with your property manager as notice.
- Before you stop paying rent over a dispute, get advice on the lease’s default and acceleration terms.
If this is your situation, call Doubleday Law at (617) 575-2006 or tell us what happened. These cases move on short deadlines.
Prior results do not guarantee a similar outcome.
