275 Washington Street Corp. v. Hudson River International, LLC, 987 N.E.2d 194

Landlord 275 Washington Street Corp. (as trustee) and Tenant Hudson River International, LLC entered a 12-year commercial lease on Apr 13, 2006 for 221-275 Washington Street, Boston; lease required use as dental office and payment of base rent, operating costs, and taxes.
Paragraph 21(h) gave landlord the right to reenter, end the term, and pursue remedies; indemnification clause required Tenant to indemnify landlord for loss of rent during remainder of the term; no liquidated damages remedy provided.
Paragraph 44(j) provided a cumulative remedies clause (remedies not exclusive).
Guaranty by Laboratorio Lucas Nicolas S.L. made guarantor jointly and severally liable for Tenant’s obligations; guarantor’s liability coextensive with Tenant’s.
Tenant vacated in 2007-2008; landlord reentered May 19, 2008; new tenant leased the premises in 2010 for a term extending beyond the original 2018 end date; prior damages and future rent issues were addressed in litigation.
Judgments on liability issued; pre-termination rent and costs were awarded; post-termination damages and attorney’s fees were disputed and remanded for recalculation consistent with this opinion.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether indemnification allows early post-termination damages before lease end	Landlord argues indemnity covers post-termination losses and may be collected before term ends.	Tenant argues indemnification is payable only at end of term.	No; indemnification due at end of term unless lease specifies earlier.
Whether landlord may recover post-termination damages under common law when lease is silent	Landlord contends common law permits contract damages (benefit of the bargain) post-termination.	Tenant contends no common-law post-termination damages without a contractual remedy.	No; no common-law post-termination damages unless lease provides such remedy.
Whether guarantor liability can exceed tenant liability for post-termination damages	Guarantor argues guaranty allows recovery when indemnity is due later.	Guarantor’s liability cannot exceed Tenant’s liability under the contract.	No; guarantor cannot exceed the debtor’s liability; liability is coextensive.

Gardiner v. Parsons, 224 Mass. 347 (Mass. 1916) (indemnification contingent; damages not due until end of term)
Zevitas v. Adams, 276 Mass. 307 (Mass. 1931) (indemnification not due until end of specified term)
Merchants Nat’l Bank v. Ryerson, 251 Mass. 314 (Mass. 1925) (indemnity and ascertainment of damages at term end)
Woodbury v. Sparrell Print, 187 Mass. 426 (Mass. 1905) (indemnity timing based on contract language; exception not recognized here)
275 Washington St. Corp. v. Hudson River Int’l, LLC, 81 Mass. App. Ct. 418 (Mass. App. Ct. 2012) (discussion establishing rule on post-termination indemnification timing)